Exhibit 10.08(e)
October 30, 1992
Congress Financial Corporation
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Re: Amendment to Financing Agreements
Dear Gentlemen:
Reference is made to the Account Financing Agreement [Security Agreement]
between Congress Financial Corporation ("Congress") and I.C. Xxxxxx & Company
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 Account Financing Agreement {Security Agreement} ("Covenant
Supplement"), as the same now exists or may hereafter be 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 and valuable consideration, Borrower and
Congress hereby agree as follows:
1. Subordinated Notes. Exhibit A of the Covenant Supplement shall be
and is hereby amended by adding the following thereto:
"Xxxxxxx Xxxxxxxx
$3,386.26 Junior Subordinated Note, dated September 28, 1992.
Xxxxxx Xxxxx, Jr.
$3,386.26 Junior Subordinated Note, dated September 28, 1992.
Xxxxxx Xxxxxx
$3,386.26 Junior Subordinated Note, dated September 28, 1992.
Xxxxxx Xxxxx
$3,386.26 Junior Subordinated Note, dated September 28, 1992.
Xxxxxxx Xxxxxxx
$8,465.65 Junior Subordinated Note, dated September 21, 1992.
Xxxxxx Xxxxxxx
$1,693.13 Junior Subordinated Note, dated September 28, 1992.
Xxxxxx X. Xxxxxxxxx
$3,961.92 Junior Subordinated Note, dated September 28, 1992.
Xxxxxxx Xxxxxxxx
$575.66 Junior Subordinated Note, dated September 28, 1992.
Xxxxxxx Xxxxx
$575.66 Junior Subordinated Note, dated September 28, 1992.
2. Permitted Indebtedness. Exhibit D to Covenant Supplement is
hereby amended by adding the following thereto:
"Xxxxxxx Xxxxxxxx
$3,386.26 Junior Subordinated Note, dated September 28, 1992.
Xxxxxx Xxxxx, Jr.
$3,386.26 Junior Subordinated Note, dated September 28, 1992.
Xxxxxx Xxxxxx
$3,386.26 Junior Subordinated Note, dated September 28, 1992.
Xxxxxx Xxxxx
$3,386.26 Junior Subordinated Note, dated September 28, 1992.
Xxxxxxx Xxxxxxx
$8,465.65 Junior Subordinated Note, dated September 21, 1992.
Xxxxxx Xxxxxxx
$1,693.13 Junior Subordinated Note, dated September 28, 1992.
Xxxxxx X. Xxxxxxxxx
$3,961.92 Junior Subordinated Note, dated September 28, 1992.
Xxxxxxx Xxxxxxxx
$575.66 Junior Subordinated Note, dated September 28, 1992.
Xxxxxxx Xxxxx
$575.66 Junior Subordinated Note, dated September 28, 1992.
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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 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 & Company L.P.
By: Isbyco, Inc., General Partner
By: /s/ Xxxxxx X. Xxxxxxxxx
___________________________
Title: VP
________________________
Agreed and Accepted:
CONGRESS FINANCIAL CORPORATION
By: /s/ Xxxx Xxxxxxx
________________________
Title: AVP
_____________________
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