ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 31, 2008, Union Street Acquisition Corp. ("USQ") entered into a
letter agreement (the "Amended Letter Agreement") with Archway Marketing
Holdings, Inc. ("Holdings") which amended that certain letter agreement between
USQ and Holdings, dated as of September 14, 2008, as previously disclosed in
USQ's Current Report on Form 8-K filed with the Securities and Exchange
Commission on September 15, 2008, pursuant to which Holdings agreed to pay to
USQ a fee of $750,000 (the "Fee") upon the closing of the transactions
contemplated by the Agreement and Plan of Merger, dated as of September 14,
2008, by and among Archway Marketing Holdings, Inc., Archway Marketing
Acquisition, Inc., Argenbright, Inc. and Archway Marketing Services, Inc., as
amended (the "Merger Agreement"). Pursuant to the Amended Letter Agreement, USQ
and Holdings agreed that in consideration of Holdings' additional efforts and
risks related to the transactions arising from the significant changes in the
financing and economic environment in recent weeks and the attendant
difficulties, expenses and terms of obtaining reasonable financing for the
transactions, the Fee was reduced from $750,000 to $250,000. The Amended Letter
Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
On November 3, 2008, the transactions contemplated by the Merger Agreement were
completed.