Exhibit 10.54
AGREEMENT
This Agreement ("Agreement") is entered into as of January 26, 1999 by
and between HA-LO INDUSTRIES, INC., an Illinois corporation ("HA-LO"), and
XXXXXXXXXX XXXX & CO. INCORPORATED, an Illinois corporation ("Xxxxxxxxxx Xxxx").
RECITALS
X. Xxxxxxxxxx Xxxx and HA-LO are party to that certain Exclusive
Premium Purchasing Agreement dated January 11, 1995 as amended by a First
Amendment, dated December 27, 1995, and a Second Amendment, dated June 29, 1998
(collectively, the "Purchasing
Agreement").
B. Pursuant to two Warrants, each dated January 10, 1996 and each
amended as of June 29, 1998 (as amended, collectively, the "Warrants"), HA-LO
granted to Xxxxxxxxxx Xxxx the right to purchase an aggregate of 518,917 shares
(preadjustment) of HA-LO's Common Stock, no par value (the "Warrant Shares") on
specified terms and conditions.
C. The parties wish to make certain clarifying changes and amendments
to the Purchasing Agreement, the Warrants and otherwise, all as is set forth in
this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. DESIGNATION OF PURCHASE ORDERS. Notwithstanding the provisions of
Section 1.2(b) of the Warrants that the calculation of purchases of Premium
Products by the MW Buying Group under the Purchasing Agreement are to be
calculated "on the basis of the dates of invoices for such Premium Products," at
the discretion of Xxxxxxxxxx Xxxx, purchase orders made by Xxxxxxxxxx Xxxx
pursuant to the Purchasing Agreement during the calendar month of January, 1999
shall be included in the calculation of purchases of Premium Products under such
Section 1.2(b) for January, 1999. All such purchase orders shall be paid in full
by Xxxxxxxxxx Xxxx upon execution hereof.
2. PAYMENT TERMS. Notwithstanding the provisions of Section 5 of the
Purchasing Agreement, for all purchase orders made by the MW Buying Group from
and after the date hereof pursuant to the Purchasing Agreement (and with respect
to the purchases described in paragraph 1 of this Agreement), payment shall be
made in an amount equal to 100% of the HA-LO quotation amount with regard to
each such purchase order upon delivery of such purchase orders to HA-LO, and the
remainder of the payment obligation with respect to such purchase order, if at
all, shall be due and owing net thirty (30) days from the later of (i) the date
of shipment of
Premium Products by HA-LO with respect thereto, or (ii) the date of receipt by
Xxxxxxxxxx Xxxx of HA-LO's invoice for such Premium Products.
3. PAYMENT OF OUTSTANDING RECEIVABLES. On or before February 15, 1999,
Xxxxxxxxxx Xxxx shall pay in full to HA-LO the outstanding balance of all sums
owed by Xxxxxxxxxx Xxxx to HA-LO, whether or not such sums are now or would
otherwise be due and owing pursuant to the Purchasing Agreement (prior to the
adoption of this Agreement).
4. COUNTERPART. This Agreement may be executed in any number of
counterparts, and each counterpart shall constitute an original instrument, but
all separate counterparts shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on and as
of the date set forth above.
XXXXXXXXXX XXXX & CO. INCORPORATED
By:
------------------------------
Its:
--------------------------
HA-LO INDUSTRIES, INC.
By:
------------------------------
Its:
--------------------------
2
