EXHIBIT 10.27
THIRD AMENDMENT TO PURCHASE AGREEMENT
THIS THIRD AMENDMENT, dated as of February 28, 1997, is entered into by and
between TEMPFUNDS AMERICA, INC., a Florida corporation, TEMPFUNDS AMERICA
FUNDING CORPORATION OF SOUTH CAROLINA, INC., a South Carolina corporation
(herein collectively called "Sellers") and CAPITAL FACTORS, INC., a Florida
corporation (herein called "Purchaser").
R E C I T A L S:
a) Sellers and Purchaser are parties to a Purchase Agreement dated July 31,
1996, an Addendum to the Purchase Agreement dated July 31, 1996, an Amendment to
the Purchase Agreement dated September 9, 1996 and a Second Amendment to the
Purchase Agreement dated September 30, 1996 (the Purchase Agreement as
supplemented by the Addendum and amended by the Amendment and the Second
Amendment shall hereinafter collectively be referred to as the "Purchase
Agreement").
b) Sellers and Purchaser have agreed to certain modifications of the
Purchase Agreement as set forth herein.
AGREEMENT
IN CONSIDERATION of the above recitals and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Each of the terms defined in the Purchase Agreement unless otherwise
defined herein, shall have the same meaning when used herein.
2. On October 15, 1996, in accordance with the terms and conditions of the
Purchase Agreement, Sellers and Purchaser held a meeting and agreed upon the
re-calculation of the amount of the actual payments due as of the Closing and a
mutual estoppel statement setting forth the outstanding balance of loans and
factored accounts by Sellers to Original Clients as of the Closing and the
annualized gross revenues received by Sellers for the three months immediately
prior to August 1, 1996. The above-referenced meeting and agreed upon
re-calculation and mutual estoppel statement is evidenced by a letter from
Purchaser to Sellers dated November 4, 1996 (the "Estoppel Letter"), a copy of
which is attached hereto as Exhibit "A".
3. Based upon the information and calculations set forth in the Estoppel
Letter, Sellers and Purchaser agreed that Purchaser was due $300,400.62 from
Sellers as
of August 9, 1996 and that interest on said amount would continue to accrue at
Purchaser's cost-of-funds rate in effect on August 9, 1996 at 7.1735% commencing
August 10, 1996 (the $300,400.62 due Purchaser from Sellers as of August 9, 1996
or any outstanding and unpaid portion thereof plus any accrued interest thereon
at Purchaser's cost-of-funds rate in effect on August 10, 1996 until fully paid
by Sellers shall hereinafter collectively be referred to as the "Outstanding
Closing Settlement Amount").
4. A new paragraph 3c. is hereby added to the Purchase Agreement to read as
follows:
"Notwithstanding anything contained herein to the contrary, any deferred
payments to be made to Sellers by Purchaser pursuant to this Agreement
shall be reduced and offset by Purchaser by any sum due Purchaser which
constitutes the Outstanding Closing Settlement Amount until fully paid by
Sellers."
5. Paragraph 13a. of the Purchase Agreement is hereby amended to reflect
that all notices, requests, demands and other communications required or
permitted under the Purchase Agreement to any Seller should be addressed as
follows:
If to any Seller: TempFunds America, Inc.
TempFunds America Funding Corporation of
South Carolina, Inc.
0000 Xxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxxxxxx 00000
Attn: Xxx Xxxxxx Xx., President
With Copy to: Xxxxx X. Xxxx, Esquire
Xxxxx & Xxxxxxxxx
000 Xxxxx Xxxxxx Xxxxxx
SunTrust Center, Ste. 2300
Xxxxxxx, Xxxxxxx 00000
6. Upon the effectiveness of this Third Amendment, each reference in the
Purchase Agreement to the "Agreement", "hereunder", "herein", "hereof", or words
of like import referring to the Purchase Agreement, shall mean and be a
reference to the Purchase Agreement as amended by this Third Amendment.
7. This Third Amendment shall be deemed to be a contract under and subject
to and shall be construed for all purposes and in accordance with the laws of
the State of Florida.
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8. This Third Amendment may be executed in two or more counterparts, each
of which shall be deemed an original and all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed and delivered this Third
Amendment which shall be effective on the date first set forth above.
"SELLERS"
Witnesses: TEMPFUNDS AMERICA, INC.,
a Florida corporation
/s/ XXX XXXXX By: /s/ XXX XXXXXX XX.
-------------------------------- ----------------------------
Xxx Xxxxxx, Xx., President
/s/ XXXXXX XXXXXXX
--------------------------------
--------------------------------
TEMPFUNDS AMERICA FUNDING
CORPORATION OF SOUTH CAROLINA,
INC., a South Carolina corporation
/s/ XXX XXXXX By: /s/ XXX XXXXXX XX.
-------------------------------- ----------------------------
Xxx Xxxxxx, Xx., President
/s/ XXXXXX XXXXXXX
--------------------------------
"PURCHASER"
CAPITAL FACTORS, INC.,
a Florida corporation
/s/ XXXXXXXX XXXXXXXX By: /s/ XXXX X. XXXXXX
-------------------------------- ----------------------------
Xxxx X. Xxxxxx
/s/ XXXXX XXXXXXXX President
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