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HomeMy WebLinkAbout01-2641· ~ THIS SPACE FOR USE OF FILING OFFICER ut- .21,,,ql FINANCING STATEMENT -- FOLLOW INSTRUCTIONS CAREFULLY I aul T. Schemel --] Law Offices of Willia~ S. Dick 13 West Main Street, Suite 210 Waynesboro, PA 17268 1. OfiBTOR'S EXAOT FULl. LEGAL NA~E - inserat only one debtor nam~ Ha or lbl ~ton, Inc. lc. MAIUNG ADDRESS CITY 7609 Ener§y Par~ay, Suite 1002 Bait/more 1 d. S.S. OR TAX I.D.# I OPTIONAL I1 e. TYPE OF ENTITY 1 f. ENTFFY'$ STATE ADD'NL INFO RE 52-2030741 IE~n~ DESTOR{ Cozl~oration o. cou~T~r DE {ORGANIZATION Maryland 2. AOOITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) USA 21226 ]NONE OR 2b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFfX 2=. MAlUNG ADDRESS CITY STATE COUNTRy POSTAL CODE 2d. S.S. OR TAX I.D.# I OPTIONAL 12e. T~PE OF ENTITY 2f. ENTITY'S STATE 20. ENTIT~*S ORGANIZATIONAL I.D.#. if any ADD*NL INFO RE I ENTITY DEBTOR { OR COUN~RY OF {ORGANIZATION I RNONE 3. SECURED PARTY'S )ORIGINAL S/P or ITS TOTAL ASSIGNEE) EXACT FULL LEGAL NAME - insert only one secured parW name (3a or 3b) 3a. ENTJTY'S NAME Hallmark Home COnstruction, Inc. OR 3b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 30. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE 23 Strickler Avenue Waynesboro PA USA 17268 Franchise area for a B-Dry System basement vaterproofing franchise in the counties of ~v'~'~'x'~x'~xeraVal~'~x~xX~Xl~w*~( Franklin, Adams and C,~herland, Pennsylvania. CHECK ~J Thia FINANCING 6TATEMENT ~ ~igned b~y the Secured Party In,read of the Debtor to p~fe~t · ~urity Int~em 7. If filed in Florida {check [if·,pllcablel debtor'slooatio~v~edt~le~at~.or(b) l .... dancewlthotheratatut0rfprovi$io,[additiormldetamayberequlredl ~] tax not appticable 'Al/ f/I LL...... dad, In the REAL ESTATE RECORDS :~f~ ~' '-"~ ~./~.-~/~'""~ ~ /'~ . Attech~fdendum (If applicable] FILINS OFFICER COPY -- NATIONAL FINANCING STATEMENT (FORM UCC1) (TRANS) (REV. 12/18/95) Blmtt~FTxcelsl_o..r° New York, NY 10013 ACQUISITION AGREEMENT MADE this 30th day of April, 2001, by and between Hallmark Home Construction, Inc., a Pennsylvania corporation having its registered office located at 23 Strickler Avenue, Waynesboro, Pennsylvania, 17268, or its assigns (hereinafter referred to as "Seller"), and Anton, Inc., a Maryland corporation having a principal place of business located at 7609 Energy Parkway, Suite 1002. Baltimore, Maryland, 21226 (hereinafter referred to as "Buyer"). RECITALS WHEREAS, Seller is the owner of a B-Dry System fi'anchise, and operates a basement waterproofing business under said franchise; and WHEREAS, Seller wishes to sell to Buyer and Buyer wishes to acquire from Seller the B- Dry System franchise and goodwill of Seller's base nent waterproofing business. NOW, THEREFORE, in'consideration of the matters recited above and the covenants, representations, warranties and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Definition. As used in this Agreement, the following terms shall have the following meanings: ,4. Franchise Area: the "franchise area" means the geographical region covered by the B-Dry System franchise being acquired by Buyer hereunder, which region encompasses the following counties: 1 ) In Pennsylvania: Adams, Cumberland and Franklin Counties. 2) In Maryland: Frederick and Washington Counties. 3) In West Virginia: Berkeley and Jefferson Counties. 4) In Virginia: Clarke and Frederick Counties B. Waterproofing dob: Every job contracted for with a customer that reqmres the Buyer to report to B-Dry System, Inc. for the payment of franchise fees to B-Dry System. Inc. under a separate franchise agreement between Buyer and B-Dry System, Inc. 2. Purchase and Sale. On the terms and subject to all of the conditions herein and the performance by each of the parties hereto of their respective obliganons hereunder. Buyer agrees to purchase from Seller, and Seller agrees to sell and deliver to Buyer on the closing date, all of the follmving: the B-Dry System franchise, the registered fictitious name "B-Dry System Blue Ridge - Cumberland Valley Area," and the goodwill of Seller's basement waterproofing business. 3. Sale Contineencv: The purchase set forth in Paragraph 2 above by Buyer is contingent upon the approval by B-Dry Systems, Inc. of the transfer of the B-Dry System franchise for the franchise area from Seller to Buyer and the right of Seller to reassume the franchise area should Buyer default. In the event B-Dr5' System. Inc. fails to provide approval, this Agreement shall be null and void. 4. Purchase Price. The purchase price for the Seller's business as described in Paragraph 2 shall be One Hundred Thirty-Eight Thousand ~$138,000.00) Dollars. Subject to the terms and conditions of this Agreement and in consideration for the conveyance, transfer, and delivery of Seller's business to Buyer as provided herein, at closing: A. Buyer will deliver to Seller a cashier's check in the sum of $6,900.00. B. Buyer shall deliver to Seller a demand note in the principal amount ofS 131.100.00. Said demand note shall evidence the sum to be paid to Seller for the balance due on the purchase price. The demand note shall be paid in accordance with the provisions of Paragraphs 7 and 8 herein. 5. Security. To secure the full and prompt payment and performance of all of Buyer's obligations hereunder, Buyer agrees to pledge and assign to Seller a continuing security interest in the B-Dry System franchise area being purchased hereunder. Buyer agrees to deliver and execute or cause to be delivered and executed an appropriate Security Agreement and Financing Statements in order to perfect the Seller's security interest in the collateral. Buyer shall pay the costs of filing such financing statements with the appropriate state and/or local offices. 6. Closing at~d Related Matters. The closing shall be held on April 30~h, 2001, or on such other date as the parties hereto shall mutually agree. The time and place of the closing shall be such as the parties hereto shall mutually agree. 7. Pawnent o£Balance of Purchase Price. Buyer shall pay Seller the amount set forth in Paragraph 4B for the balance of the purchase price as follows: From May 15~ through May 31~', 2001, and continuing for each subsequent month thereafter until the full balance due to Seller has been paid, Buyer shall pay to Seller $200.00 for each completed and collected waterproofing job which Buyer performs in the franchise area set forth in Paragraph 1 A; boa, ever, Buyer shall pay to Seller a minimum orS1,500.00 during each one-month period. Upon the payment in full by Buyer of the entire $131,100.00 due to Seller for the balance of the purchase price, the demand note described in Paragraph 4 shall be marked "paid in full" and delivered to Buyer by Seller and the security agreements and financing statements described in Paragraph 5 shall be revoked and marked satisfied, 8. Time of Pawnents, Late Payments and Default. Allpaymentscalled forunderParagraph 7 above shall be made by tendering a check for the same made payable to the Seller, or its assign. to the Seller's address or to such other address as the Seller shall direct, by the 15'h day of the month following each payment period covered under paragraph 7 above. As a matter of clarification, the first payment, under Paragraph 7, shall be made by June 15, 2001. If Buyer's check is not received by Seller by the 15~h day of the month, Buyer shall send a notice of default to Seller. All payments -3- made by the Buyer after the 15th day of the month but beibre the 2~ day of the following month must include a late fee of eight (8%) percent of the overdue payment. If the Buyer fails to make its payment to Seller by the 1~ day of the month following the date on which the payment was due, the full amount then due shall be immediately due and payable and Seller may reassume the franchise area and/or avail themselves of any other legal remedy. 9. Sale by Bnver. If all or any part of the franchise area set forth in Paragraph 1 is sold or transferred by the Buyer without Seller's prior written consent, excluding the creation ora security interest subordinate to that of the Seller, Seller may, at Seller's option, declare all the sums secured by the Seller to be immediately due and payable. 10. Instruments of Conveyance and Transfer. At the closing, Seller will deliver to Buyer such endorsements, assignments, and other good and sufficient instruments of the conveyance and transfer in a form satisfactory to Buyer, as shall be effective to vest in Buyer good, absolute, and marketable title to the business being transferred to Buyer by Seller hereunder, free and clear of all liens, charges, and encumbrances, other than the Security Agreement and Financing Statements described in Paragraph 5 above. Seller and Buyer shall also execute at the closing a Fictitious Name Amendment Form which shall withdraw Seller from the registration and add Buyer to the registration of the fictitious name "B-Dry System Blue Ridge - Cumberland Valley Area." 11. Representations and Warranties by Seller. As a material inducement to Buyer to execute and perform its obligations under this agreement~ Seller hereby represents and warrants to Buyer as follows: A. Organization o£Seller: Seller is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Permsylvania, and has all requisite corporate power and authority to carry on its business as it is presently being conducted, to enter into this -4- Agreement, and to carry out and perform the terms and provisions of this Agreement. Seller has no subsidiaries, and further, has no direct or indirect interest (other than as a creditor under accounts receivable), either by way of stock ownership or other~vise, in any other firm, corporation, association, or business enterprise. B. Shareholder Approval: The terms of this Agreement shall be submitted to the Shareholders of Seller at a special meeting of the Shareholders of Seller, duly called in accordance with the By-Laws of that company. Buyer shall be provided with a copy of the minutes of that meeting whereby the terats of this Agreement are approved by the Shareholders of Seller. C. Changes Between the Date o£the Execution q£this Agreement and the Date of Closing: Seller will not: 1) incur any obligations or liabilities, absolute, accrued, contingent~ or otherwise, except current liabilitizs incurred in the ordinary course of business; 2) Mortgage, pledge, subject to lien, charge, or encumbrance or grant a security interest in any of its intangible assets~, 3) Cancel any debt or claim; 4) Enter into any transaction other than in the ordinary course of business. D. Litigation: Seller warrants that there are no actions, suits, or proceedings pending or threatened against Seller at law or in equity before any federal, state or municipal court or other governmental agency or instrumentality, domestic or foreign, nor is Seller or any of its officers or directors aware of any facts which to its or their knowledge might result in any such action, suit, or proceeding. Seller is not in default with respect to any order or decree of any court or of any such governmental agency or instrumentality. -5- E. Compliance with Law and Other Instruments: Seller is not in violation of any tern] or provision of any charter, by-law, mortgage, indenture, contract, agreement, instrument, judgment. decree, order, statute, rule, or regulation, and the execution and delivery, of and performance and compliance with this Agreement by Seller will not result in the violation of or be in conflict with or constitute a default under any such term or provision. 12. Job Warranties: Buyer agrees to assume all waterproofing job warranties currently guaranteed by Seller, thereby releasing Seller of all warrant5, obligations therefor. 13. Advertisin~ Contract: Buyer agrees to assume Seller's current advertising contract with Ads, Inc., thereby releasing Seller from all obligations and rights thereunder. 14. Telephone Numbers: Seller agrees to execute any documents necessary or to provide any required authorization to effect the transfer to Buyer o fall telephone numbers currently held by Seller exclusively for its basement waterproofing business. 15. Materials and Supplies: Seller agrees to sell and Buyer agrees to buy such basement waterproofing materials and supplies as Seller has, as of the date of closing, at the market price of such items per the most current Standard Price List of Pro Tech Industries. 16. Existing Structure Reports: In order to ensure accuracy in all payments made by Buyer to Seller, Buyer agrees to provide to Seller, with each payment made thereto, Buyer's existing structure reports submitted by Buyer to B-Dry Systems, Inc. 1 7. Miscellaneous. A. Amendment: This Agreement may be amended or modified at any time only by an instrument in writing executed by all of the parties hereto. B. Notices: ,4my notices or other communications required or permitted hereunder shall be sufficiently given if delivered personally or sent by registered or certified mail, postage prepaid, -6- addressed to Seller at 23 Strickler Avenue, Waynesboro, Pennsylvania, 17268, or to Buyer at Anton, Inc., 7609 Energy Parkway, Suite 1002, Baltimore, Maryland, 21226, or at such other address as shall be furnished in writing by any party to the others, and shall be deemed to have been given as of the date so delivered or deposited in the United States mail, as the case may be. C. Choice of Law: It is the intention of the parties that the laws of Pennsylvania should govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereunder. D. Article and Other Headings: Article, paragraph and other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. E. Counterpart ~Xecution: This Agreement may be executed in two or more counterparts, each of which shall be deemed an 9riginal, but all of which together shall constitute but one and the same instrument. F. Gender: All personal pronouns used in this Agreement shall include the other genders, and the singular shall include the plural whenever and as often as may be appropriate. G. Parties in Interest: All the terms and provisions of this Agreement shall be binding on and inure to the benefit of, and be enforceable by each of the parties hereto, and their respective successors and assigns. H. Integrated Agreement: This Agreement constitutes the entire Agreement between the parties hereto, and there are no agreements, understandings, restrictions, warranties, or representations between the parties other than those set forth herein or herein provided for. -7- Attest: Secretary HALLMARK HOMES CONSTRUCTION, INC. By ~. G*under,~ "SELLER" "BUYER" -8-