December 31, 1994
Congress Financial Corporation
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Re: Eighth Amendment to Financing Agreements
Gentlemen:
Reference is made to the Accounts Financing Agreement [Security Agreement]
between Congress Financial Corporation ("Congress") and I.C. Xxxxxx & Co.
L.P. ("Borrower") dated as of June 16, 1992, as amended (the "Accounts
Agreement") and all supplements thereto, and all other agreements, documents
and instruments related thereto and executed in connection therewith
(collectively, all of the foregoing, as the same now exist or may hereafter
be further amended, modified, supplemented, extended, renewed, restated or
replaced, the "Financing Agreements"). Capitalized terms used herein, unless
otherwise defined herein, shall have the meaning set forth in the Financing
Agreements.
Borrowers has requested certain amendments to the Financing Agreements and
Congress is willing to agree to such amendments, 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. Definitions. The definition of "Financing Agreements" contained in the
Covenant Supplement to the Accounts Agreement between Borrower and Congress
is hereby amended to include, without limitation, the letter agreement re:
Inventory Loans, dated of even date herewith, by Borrower in favor of
Congress.
2. Letter of Credit Sublimit. Section 1.5 of the Trade Financing Agreement
and Supplement to Accounts Agreement, dated June 16, 1992, by Borrower in
favor of Congress, is hereby amended by deleting the reference to
"$3,000,000" and replacing it with "$5,000,000".
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 represent the final
agreement
between the parties as to the subject matter hereof 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 & CO. L.P.
By: ISBUYCO, INC., General Partner
By: /s/ Xxxxxx X. Xxxxx
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Title: Chairman
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Agreed and Accepted:
CONGRESS FINANCIAL CORPORATION
By: /s/ Xxxx X. Xxxxxx
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Title: Asst. Vice President
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ACKNOWLEDGED:
/s/ Xxx Xxxxxxx
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