EXHIBIT 10.17
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CENTURY BUSINESS CREDIT CORPORATION
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
March 30, 2000
Xxxxx Xxxxxxxx U.S.A., Inc.
00 Xxxx 00/xx/ Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to the Factoring Agreement between us dated as of April
1, 1998 (as amended, modified, restated and/or supplemented from time to time,
the "Agreement"). Any capitalized term used herein which is not otherwise
defined shall have the meaning given to such term in the Agreement. The parties
hereby agree that the Agreement is amended as follows:
1. Paragraph 6 is hereby amended in its entirety to provide as follows:
"6. Collections of our Receivables, less any sums remitted or
otherwise paid to us or for our account, or debited to our account
hereunder, shall be payable by you to us on the third business day
following the date such collections are credited to us. However, if
any Receivable as to which you have approved the credit standing of
the customer shall not be paid by reason of the customer's bankruptcy
or insolvency or within 120 days of maturity, you will pay us the
purchase price thereof on the earlier of (a) the first Tuesday of the
month following such customer's bankruptcy or insolvency, or (b) the
first Tuesday following the Receivable becoming 120 days past due
without dispute. Upon such payment to or for us, our assignment of the
Receivable shall be effective to transfer title to such Receivable to
you. The purchase price of Receivables sold and assigned to you each
month shall be the net amount thereof, as herein defined, less the
amount of your commission on the purchase of such Receivables as
provided in paragraph 7 hereof. As used herein, the term "net amount"
of Receivables shall mean the gross amount of Receivables, less
returns, allowances and discounts to customers upon shortest or
longest selling terms, as you may elect. To the extent a customer does
not take advantage of an early payment discount made available to it
and as a result thereof, you receive amounts in excess of the net
amount of such Receivable, you will remit such amount to us."
2. Paragraph 7 is hereby amended in its entirety to provide as follows:
"7. For your services hereunder with respect to our sales, you
shall receive a commission, which shall be chargeable to our account
with you on the last day of each month, equal to the product of (a)
the net face amount of each credit approved Receivable less selling
discounts and (b) the commission rate set forth below opposite the
applicable period in which such sale is made:
Period Commission Rate
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April 1, 1998 through .3175%
March 31, 1999
April 1, 1999 through .30000%
March 31, 2000
April 1, 2000 and thereafter .1500%"
3. The first sentence of paragraph 13 is hereby amended in its entirety
as follows:
"13. The term of this Agreement began as of January 2, 1990 and
shall continue until March 31, 2001."
Except as specifically provided herein, the Agreement and all other
documents, instruments and agreements executed and/or delivered in connection
therewith as amended, modified, restated or supplemented, shall remain in full
force and effect, and are hereby ratified and confirmed. The execution, delivery
and effectiveness of this letter agreement shall not operate as a waiver of any
right, power or remedy of the undersigned, nor constitute a waiver of any
provision of the Agreement or any other documents, instruments or agreements
executed and/or delivered under or in connection therewith as amended, modified,
restated or supplemented.
This letter agreement shall be governed by and construed in accordance with
the laws of the State of New York (without giving effect to the conflicts of law
provisions thereof).
This letter agreement may be executed in one or more counterparts each of
which taken together shall constitute one and the same letter agreement. Any
signature delivered by a party via facsimile shall be deemed to be an original
signature hereto.
This letter agreement will only become effective upon execution of this
letter agreement by you.
Very truly yours,
CENTURY BUSINESS CREDIT CORPORATION
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President
Consented and Agreed to:
XXXXX XXXXXXXX U.S.A., INC.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: President - Finance and Administration
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