AMENDMENT TO MASTER FACTORING AGREEMENT
THIS AMENDMENT TO MASTER FACTORING AGREEMENT (this "Amendment") is made
this 14 day of May 1997 by and between Envirometrics, Inc., Azimuth Incorporated
(the "Assignor") and Reservoir Capital Corporation, a Maryland corporation (the
"Assignee").
RECITALS
Pursuant to a Master Factoring Agreement (the "Master Factoring
Agreement") by and between the Assignor and the Assignee, the Assignor and
the have entered into a factoring arrangement (the "Factoring Arrangement")
which the Assignor has agreed to offer to sell certain of its Accounts to
the Assignee from time to time and the Assignee has agreed to consider the
purchase thereof.
The Assignee and the Assignor have now agreed to modify the processing
fee and servicing fee provisions of the Master Factoring Agreement subject
to and in accordance with the provisions of this Amendment.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the Assignor and the Assignee agree as
follows:
1. Recitals The Assignor and the Assignee acknowledge that the above
Recitals to this Amendment are true and correct and agree that the same are
incorporated by reference into the body of this Amendment.
2. Amendments and Modifications to Master Factoring Agreement. The
provisions of Section 1.5 and 1.6 of the Master Factoring Agreement is
hereby deleted and replaced with the following paragraph:
1.5. Processing Fee. In consideration of our purchase of accounts from
you and our rendition of processing and monitoring services you agree to
pay to us fee ( the "Processing Fee") as set out in the rate sheet attached
hereto as Exhibit B. The Processing Fee shall be due and payable at the
time each Account is collected or. if not collected in a timely manner,
upon repurchase. It is contemplated that the minimum volume of accounts to
be 3-,signed to us will be $50.000-00 Per month (face value amount) based
upon a rolling three month average of Accounts assigned. as calculated
commencing on the first day of the first calendar month after the date of
the first assignment of Accounts. If you fail to provide the contemplated
volume of acceptable Accounts for us to consider purchasing, you will pay
us a processing fee based upon the difference between the processing fee
charged for the actual accounts assigned and a processing fee computed as
if the minimum volume had been assigned.
1.6 Servicing- Fee. In further consideration of our purchase of
accounts from you and our rendition of processing and monitoring services,
you agree to pay to us a servicing fee (the "Service Fee") of one and
one-half payment (1 .50%' of the face amount of Accounts purchased by us
payable at the time of purchase.
3. Representations and Warranties In order to induce the Assignee to
enter into this Amendment, the Assignor represents and warrants to the
Assignee that as of the date hereof (a) no default exists under the
provisions of the Master Factoring Agreement or the other documents
executed in connection therewith (collectively, the "Factoring Documents"),
(b) no event exists which, with the giving of notice or lapse of time, or
both. could or would constitute a default under the provisions of the
Master Factoring Agreement or the other Factoring Documents, (c) all of the
representations and warranties of the, Assignor in the Factoring Documents
are true and correct on the date hereof as if the same were made on the
date hereof. (d) all collateral for the Assignor's obligations under the
Master Factoring Agreement is free and clear of all assignments, security
interests, liens and other encumbrances of any kind and nature whatsoever
except for those granted to or permitted by the Assignee.
4. Amendment and Modification Only. This Amendment is only an
agreement amending and modifying certain provisions of the Master Factoring
Agreement. All of the provisions of the Master Factoring Agreement are
incorporated herein by reference and shall continue in full force and
effect amended by this Amendment. The Assignor hereby ratifies and confirms
all of its obligations, liabilities and indebtedness under the provisions
of the Master Factoring Agreement as amended by this .Amendment. The
Assignor -and the Assignee agree it is their intention that nothing herein
shall be construed to extinguish, release or discharge or constitute.
create or effect a novation of, or an agreement to extinguish any of the
obligations, indebtedness and liabilities of the Assignor under the
provisions of the Factoring Documents or any assignment or pledge to the
Assignee of, or any security interest or lien granted to the Assignee in or
on. any collateral and security for such obligations, indebtedness and
liabilities.
5. Applicable Law, Etc. This Amendment shall be governed by the laws
of the State of Maryland and may be executed in any number of duplicate
originals or counterparts, each of such duplicate originals or counterparts
shall be deemed to be an original and all taken together shall constitute
one and the same instrument.
6. Binding Effect, This Amendment shall be binding upon and inure to
the benefit of the Assignor and the Assignee and their respective
successors -and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment under
seal as of the date first written above.
Envirometrics, Inc.
By:
Title:
Title:
RESERVOIR CAPITAL CORPORATION
By: (SEAL)
Title-.