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Exhibit 10-12
Poughkeepsie
Branch 62
SUFFERN PLACE ASSOCIATES, L.P.
Post Office Box 429
Middletown, NY 10940
September 30, 2003
William Pagano, President
RAL Purchasing Corp.
275 Wagaraw Road
Hawthorne, NJ
07506
Re: Assumption of Lease
Suffern Place Associates, L.P., as
Landlord, and The RAL Supply Group,
Inc., as Tenant
Premises located at 759 Main Street
Poughkeepsie, New York
(the "RAL Poughkeepsie Store")
Lease dated May 1, 1998
(the "Lease Agreement")
Dear Mr. Pagano:
With regard to the above lease which is being assigned to RAL
Purchasing Corp.
("Tenant" or "Buyer") by The RAL Supply Group, Inc. ("Seller"),
it is hereby
understood and agreed that the lease is hereby modified and
amended as follows
(capitalized terms not defined herein or in the Lease Agreement
are defined in
or refer to the Asset Purchase Agreement (the "Agreement") dated
September 5,
2003 among Buyer, Seller and certain other parties):
1. Intended Use
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Landlord represents that the intended use is consistent with
valid CO or a
preexisting legal non-conforming use and does not violate or
prohibit
zoning or other ordinances and governmental requirements, and
that that all
plumbing electrical and HVAC is in good condition and working
order and, to
the best of landlord's knowledge, there are no outstanding
violations of
record.
2. Abatement of Rent
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Section 6.4 is hereby amended to provide for abatement of rent
for
substantial and material destruction of property.
3. Structural Repairs & Replacements
---------------------------------
Section 9.1 is hereby amended to clarify that landlord is
responsible for
all structural repairs and replacements.
<PAGE>
4. Tenant Default
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Section 16.1 is hereby amended to state that, for all matters
other than
payment of rent or additional rent (as to which the current
default
provisions shall continue to apply), tenant will be in default
only if the
designated failure is not cured for 30 days after notice;
provided that the
time periods in this Section 4 shall not extend any cure period
in the
lease beyond 30 days.
5. Tenant Improvements
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In section 22.1 the amount of improvements that can be made
during the term
of the lease without the landlord's approval shall be
$50,000.00.
6. Notices
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The notice provision of the lease is hereby revised to provide
that all
notices to the tenant shall be as follows:
If to Tenant:
RAL Purchasing Corp.,
c/o Universal Supply Group, Inc.
275 Wagaraw Road
Hawthorne, NJ 07506
7. Upward Rental Adjustment
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Schedule B paragraph 1.2 of the lease is hereby amended to
provide that
every year, starting with the second, the Annual Fixed Rent
shall be
adjusted
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