EXHIBIT 10.05
ZANZI REALTY, LLC
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
Zanzi Realty, LLC, as Landlord
The RAL Supply Group, Inc., as
Tenant
Premises located at 2213 Route 9,
Fishkill New York
("The RAL Fishkill Store")
Lease dated September 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
------------
Landlord
represents that the intended use is consistent with valid CO or
a
pre-existing
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
-----------------
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
--------------
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
-------------------
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
-------
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. Real Estate Taxes
-----------------
Article 3.1 (a)
is hereby amended to p
