August 31 , 1994
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Congress Financial Corporation
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Re: Seventh Amendment to Financing Agreements
Gentlemen:
Reference is made to the Accounts Financing Agreement [Security Agreement]
between Congress Financial Corporation ("Congress") and I.C. Xxxxxx & Co.
L.P. ("Borrower") dated as of June 16, 1992 ( the "Accounts Agreement") and
all supplements thereto, and all other agreements, documents and instruments
related thereto and executed in connection therewith including, the Covenant
Supplement to Accounts Financing Agreement [Security Agreement], the
Inventory and Equipment Security Agreement Supplement to Accounts Financing
Agreement [Security Agreement] and the Trade Financing Agreement Supplement
to Accounts Financing Agreement [Security Agreement], as from time to time
amended, including the Fifth Amendment to Financing Agreements dated January
1, 1994, as the same now exist or may hereafter be further amended, modified,
supplemented, extended, renewed, restated or replaced (collectively, the
"Financing Agreements"). Capitalized terms used herein, unless otherwise
defined herein, shall have the meaning set forth in the Financing Agreements.
Borrower has requested certain modifications to the Financing Agreements
and Congress is willing to agree to such modifications, subject to the terms
and conditions set forth herein.
In consideration of the foregoing, and the mutual agreements and covenants
contained herein and for other good valuable consideration, Borrower and
Congress hereby agree as follows:
1. Supplemental Loans. Section 2.1 of the Accounts Agreement, as amended
by the Fifth Amendment, is hereby amended by (a) deleting all references to
"August 31, 1994" contained therein and replacing them with "October 31,
1994", (b) deleting all references to "August 12, 1994" contained therein and
replacing them with "October 10, 1994", (c) deleting the reference to "August
19, 1994" contained therein and replacing it with "October 17, 1994" and (d)
deleting the reference to "August 26, 1994" contained therein and replacing
it with "October 24, 1994".
2. Extension Fee. In partial consideration of the extension of the
repayment of the Supplemental Loans as set forth herein, Borrower agrees to
pay Congress an extension fee in an amount equal to $25,000, payable
simultaneously with the execution hereof, which fee is fully earned as of the
date
hereof. At Congress' option, Congress may charge such fee directly to
Borrower's loan account.
3. Effect and Entirety of this Amendment. Except as specifically modified
pursuant hereto, no other changes or modifications to the Financing
Agreements are intended or implied and, in all other respects, the Financing
Agreements are hereby ratified and confirmed by all parties hereto as of the
date hereof. This Amendment represents and incorporates the entire
understanding and agreements of the parties with respect to the matters set
forth herein and the parties hereto agree that there are no representations,
warranties, covenants or understandings of any kind, nature or description
whatsoever made by Congress to Borrower with respect to this Amendment,
except as specifically set forth herein. This Amendment represents the final
agreement between the parties as to the subject matter hereof and may not be
contradicted by evidence or prior, contemporaneous or subsequent oral
agreements of the parties.
4. Waiver, Modification, Etc. No provision or term hereof may be modified,
altered, waived, discharged or terminated orally, but only by an instrument
in writing executed by the party against whom such modification, alteration,
waiver, discharge or termination is sought.
5. Further Assurances. The parties hereto shall execute and deliver such
additional documents and take such additional action as may be necessary to
effectuate the provisions and purposes of this Amendment.
6. Counterparts. This Amendment may be executed in one or more
counterparts which, taken together, shall constitute the agreement of the
parties.
Very truly yours,
I.C. XXXXXX & CO. L.P.
By: ISBUYCO, INC., General Partner
By: /s/ Xxxxxx X. Xxxx
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Title: President
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Agreed and Accepted:
CONGRESS FINANCIAL CORPORATION
By: /s/Xxxxx XxXxxxxx
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Title: Vice President
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[SIGNATURES CONTINUE ON NEXT PAGE]
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[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
ACKNOWLEDGED:
/s/ Xxx Xxxxxxx
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