Exhibit 10.9(b)
The CIT Group/
Commercial Services, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
as of January 31, 2000
Toymax, Inc.
000 Xxxx Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Ladies and Gentlemen:
Reference is made to the Collection Factoring Agreement between us dated
February 2, 1999, as amended (herein the "Agreement"). Capitalized terms used
herein unless specifically defined herein shall have the meanings ascribed to
such terms in the Agreement.
Pursuant to mutual understanding, the Agreement is amended effective January 1,
2000 as follows:
1. Paragraph 7 of the Agreement is hereby deleted in its entirety and
replace with the following:
"7. For our services hereunder, we shall receive a commission equal to:
a) a preferred commission rate for customers listed on
Schedule A attached hereto equal to:
(i) four-tenths of one percent (.40%) on the
first $100,000,000-00 of factored sales
during any Contract Year (as defined below);
and
(ii) thirty-five hundredths of one percent (.35%)
for factored sales during any Contract Year
above $100,000,000.00; and
b) one-half of one percent (.50%) for all other customers;
on the invoice amount for each account, less selling discounts
(at our option, calculated on any terms offered), which
commission shall be due and payable by you and chargeable to
your account with us, at the end of the month in which such
account arises. In the event that the actual factoring
commissions paid to us by you during any Contract Year or part
thereof (herein the "Period") is less then
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$200,000.00 (the "Minimum Factoring Commissions"), we shall
charge your account as of the end of such Period with an
amount equal to the difference between the actual factoring
commissions paid during such Period and said Minimum Factoring
Commissions. Such charge is based upon maximum selling terms
of sixty (60) days, and no more extended terms or additional
dating shall be granted by you to any customer without our
prior written approval in each instance. When such approval is
given by us, our charge with respect to the accounts covered
thereby shall be increased at the rate of one-quarter of one
percent (.25%) for each additional 30 days or portion or
portion thereof of extended terms or additional dating. Our
assumption of credit risk shall not include any invoice which
represents the sale of samples. Contract Year shall mean the
12 month period commencing on January 1 of each year."
2. All references in the Agreement to "governing rate" shall be, and each
hereby is, amended to read "Chase Prime Rate". The Chase Prime Rate is
the per annum rate of interest publicly announced by the Chase
Manhattan Bank in New York, New York from time to time as its prime
rate. (The prime rate is not intended to be the lowest rate of interest
charged by The Chase Manhattan Bank to its borrowers).
3. Paragraph 13 of the Agreement is deleted in its entirety and replace
with the following:
"13. This Agreement shall commence as of the date hereof and shall
continue in full force and effect until ninety (90) days following
written notice of an election to terminate this Agreement by either
party to the other party by registered or certified mail, return
receipt requested (the "Termination Date") in which event this
Agreement shall so terminate. In the case of termination by you, we
shall be entitled to receive an amount equal to the difference between
the factoring commissions paid during the Contract Year in which the
Termination Date occurs and the Minimum Factoring Commissions. No
termination of this Agreement shall relieve or discharge either party
of its duties, obligations and covenants with respect to the
Obligations which exist at the Termination Date until all Obligations
have been fully and finally paid and satisfied (whether contingent or
otherwise)."
Except as herein specifically provided, the Agreement remains in full
force and effect in accordance with its terms and no other changes in
the terms or provisions of the Agreement is intended or implied.
If the foregoing is in accordance with your understanding, please so
indicate by signing and returning to us the enclosed copy of this
letter.
Very truly yours,
THE CIT GROUP/COMMERCIAL SERVICES, INC.
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Assignee of Congress Xxxxxxx Corporation
BY /s/ Xxxxxx Xxxxxxxxx
-------------------------
Title: Vice President
Read and Agreed to:
TOYMAX, INC.
By /s/ Xxxxxxx X. Xxxxxxx
-------------------------
Title: Chief Financial Officer
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SCHEDULE A
CUSTOMER LIST
WAL-MART
K-Mart
Toys 'R Us
Xxx-Bee Toys
Target Stores
Sears
XX Xxxxxx'x.
Xxxx Department Stores
Costco
Meijer, Inc.
BJ's Wholesale
Walgreen's
American Drug Stores
Xxxx Stores
Kohl's
Talbot's
Roses Stores, Inc.
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