10.53
ADDENDUM NO. 1 TO ASSET PURCHASE AGREEMENT
This Addendum, dated as of the 31st day of March, 1998, amends that certain
Asset Purchase Agreement (the "Asset Purchase Agreement") dated as of January 9,
1998, by and among ARNOLD CIRCUITS, INC., a California corporation
("Purchaser"), BNZ INCORPORATED, a California corporation ("BNZ"), an affiliated
corporation of Purchaser; ROBERT BERTRAND, the sole shareholder of Purchaser
("Bertrand"), XCEL ARNOLD CIRCUITS, INC., a New Jersey corporation ("Seller"),
and XIT CORPORATION, the sole shareholder of Seller ("XIT"), and MANTALICA &
TREADWELL, a Professional Law Corporation as escrow agent ("Escrow Agent").
Capitalized terms used herein, but not otherwise defined, shall have the
meaning given to them in the Asset Purchase Agreement. The Asset Purchase
Agreement is hereby amended as follows:
1. Section 1.5 is hereby amended to read in full as follows:
ESCROW AND PURCHASE PRICE. As consideration for the Assets Purchaser will
pay the sum of $2,000,000 to Seller as follows:
(a) by making a cash payment on the Closing Date in an amount equal
to the amount of funds advanced by Fremont Financial and available to
Purchaser at the Closing by delivery of a certified or bank cashier's check
or by wire transfer (the "Closing Payment") to be delivered to Escrow Agent
to be deposited in its trust account and disbursed as provided below; and
(b) by depositing with Escrow Agent the Promissory Note of Purchaser
in an amount equal to the difference between $2,000,000 and the amount of
the Closing Payment in the form attached hereto as Exhibit A (the
"Promissory Note") to be delivered to Seller at the Closing. In addition,
BNZ shall forgive the payment of any unpaid dividends on the Class A and
Class B Preferred Stock (the "Preferred Stock") of Seller, all of which is
issued to and owned by BNZ, and BNZ shall deposit with Escrow Agent the
Preferred Stock for delivery to Seller in redemption at the Closing without
payment therefor.
2. Section 1.6 is hereby amended to add the following language as
subsection(d) immediately following subsection (c):
(d) all liability and obligation for merchandise, materials or
supplies delivered but not invoiced to Seller prior to the Closing Date,
and all liability and obligation for open purchase orders not cancelled by
Purchaser subsequent to the Closing Date.
3. Section 2.1 is hereby amended to read as follows:
TIME AND PLACE OF CLOSING. The closing (the "Closing") of the sale and
purchase of the Assets shall take place at a time mutually agreed to by the
parties hereto at such place and in such manner as may be mutually agreed upon
by Purchaser and Seller, provided that the parties agree that for accounting
purposes the Closing shall be effective as of March 31, 1998. The date of the
Closing is referred to herein as the "Closing Date."
4. The following paragraph is added to the Asset Purchase Agreement:
At the Closing, all inter-company accounts shall be reconciled as of such
Closing Date and XIT shall issue a non-interest bearing promissory Note to
Arnold Circuits, Inc. for the net balance due from Seller to Arnold Circuits,
Inc., BNZ and Bertrand. The Note shall be repayable within three business days
of the closing of the refinancing by XIT and its affiliates of their existing
term loans and lines of credit. If such financing is not concluded and the Note
is not repaid by May 31, 1998, it shall be payable upon demand.
5. The Promissory Note (Exhibit A to the Asset Purchase Agreement) is amended
as set forth in Exhibit A annexed hereto.
6. The following paragraph is added to the Asset Purchase Agreement: As
security for the payment of the Promissory Note, Purchaser shall grant to Seller
a security interest in substantially all of its assets pursuant to a Security
Agreement in form and substance reasonably acceptable to Seller and Purchaser.
7. Except as modified herein, all terms and conditions of the Asset Purchase
Agreement shall remain in full force and effect.
8. In the event of any inconsistency between the terms of this Addendum and
the terms of the Asset Purchase Agreement, the terms of this Addendum shall
control.
IN WITNESS WHEREOF, the parties hereto have duly executed this Addendum as
of the date set forth above.
XIT CORPORATION
By: /s/ Carmine T. Oliva
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Carmine T. Oliva
President and CEO
XCEL ARNOLD CIRCUITS, INC.
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By: /s/ Carmine T. Oliva
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Carmine T. Oliva
Chairman and CEO
ARNOLD CIRCUITS, INC.
By: /s/Robert Bertrand
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Robert Bertrand
President and CEO
BNZ INCORPORATED
By: /s/Robert Bertrand
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Robert Bertrand
President and
Chief Executive Officer
/s/Robert Bertrand
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Robert Bertrand, Individually
MANTALICA & TREADWELL
By: /s/ Mantalica & Treadwell
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