EXHIBIT 2.2
CLOSING AGREEMENT
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On the date hereof, the parties to this Closing Agreement are entering
into a certain Asset Purchase Agreement ("Purchase Agreement") with respect to
the purchase and sale of substantially all of the assets of Aeromet America,
Inc. Capitalized terms used in this Closing Agreement shall have the meanings
ascribed to them in the Asset Purchase Agreement. The parties intend to amend
the Purchase Agreement to the extent provided in this Closing Agreement.
For valuable consideration, including PA&E's agreement to close the
transaction described in the Purchase Agreement despite the failure of Buyer and
USCRE to deliver the full cash portion of the Purchase Price at Closing, the
parties agree:
1. The parties intend that the $160,000 portion of the Purchase Price
which was to be deposited into escrow pursuant to Section 3.1.1 of the Purchase
Agreement will be deposited with the Escrow Agent upon USCRE's completion of its
mortgage financing secured by the Real Property, but that such amount will be
deposited no later than 120 days following Closing.
2. At Closing, a promissory note in the principal amount of $160,000
(the "Escrow Note") is being placed into escrow to evidence this obligation. The
Escrow Note shall be payable to PA&E and executed by Buyer and USCRE ("Makers")
and shall bear interest at 8% per annum, beginning on July 1, 2001. Unless the
Escrow Note matures earlier pursuant to Section 2 below, the Escrow Note shall
mature, and all amounts due thereunder shall be paid to the Escrow Agent, 120
days after the Closing Date.
3. If, at any time prior to 120 days after the Closing Date, USCRE
closes its mortgage financing with CIT or another lender, USCRE shall prepay the
Escrow Note within five (5) business days by depositing the entire outstanding
principal amount, together with accrued interest, with the Escrow Agent.
4. The terms of the Escrow Agreement and Sections 3.2 and 3.3 of the
Purchase Agreement shall not be affected by this Agreement, except to the extent
provided herein.
5. The Escrow Note will be unsecured. In lieu of security, Makers agree
that, if they fail to make the payments provided for in Sections 2 or 3 above
when due, Makers will pay to PA&E a late fee in the amount of $2,500 per month
from the date of default until Maker has cured such default.
6. The parties have agreed upon the Closing Date price adjustment, as
required by Section 3.2.1, in the amount of $143,621.
In witness whereof, the parties, intending to be legally bound, have
each executed this Closing Agreement as of June 14, 2001.
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SELLER: AEROMET AMERICA, INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Secretary
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PA&E: PACIFIC AEROSPACE & ELECTRONICS, INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: V.P. Administration & General Counsel
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BUYER: U. S. CASTINGS, LLC
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Its: Manager
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USCRE: USCRE PROPERTIES, LLC
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Its: Manager
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ADVANCED ALUMINUM: ADVANCED ALUMINUM, LLC
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Its: Manager
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