EX-10.10
2
ex10_10.htm
EXHIBIT 10.10
Exhibit 10.10
XXXXXXXXX
& XXXXXXXXX, INC.
0000
XXXXXXXX
XXX XXXX,
XX 00000
February
16, 2010
Xxxxxx
Xxxxxx, Ltd.
00-00
Xxxxxxx Xxx.
Xxxx
Xxxxxx Xxxx, XX 00000
Ladies
and Gentlemen:
The
collection agency agreement between us dated July 10, 2009 (the “
Collection
Agency Agreement”) is hereby amended by incorporating into such
Collection
Agency Agreement the following terms and provisions:
Effective
as of the date hereof, the following terms and conditions will apply to your
sales to Customers located outside of the United States (“Foreign Customers”).
Each Receivable arising from a sale by you to a Foreign Customer is hereinafter
referred to as a Foreign Receivable.
I. You
hereby sell and assign to us, making us absolute owner thereof all (i) of your
now existing and hereafter created Foreign Receivables which you elect to assign
to us; and (ii) Foreign Receivables arising from sales by you to a Foreign
Customer which is a customer on a Foreign Receivable which you have assigned to
us. Commission on Foreign Receivables shall be computed as hereinafter provided
and shall be due and payable and chargeable to your account with us on the date
such Foreign Receivable arises.
II. The
definition of the term “Order” in Section 14 of the
Collection Agency Agreement
shall be deleted and the following inserted in its place and stead.
“ “Order” shall mean any purchase order
or equivalent document for the sale by you of goods or the rendition by you of
services which could result in a Receivable or Foreign Receivable.”
III. FCI
Receivables
A. All Foreign Receivables arising from
your sales to Customers for which there is a Credit Approval from us, based upon
a credit approval issued to us by a Factor located outside of the United States
which (i) is a member of Factors Chain International (“FCI”); or (ii) we, at our
option, elect to contract with are hereinafter referred to as FCI Receivables.
The factors described in subsection (i) and (ii) of this section III are
hereinafter referred to as Import Factors. In order to provide for credit risk
assumption on FCI Receivables, we enter interfactor agreements with Import
Factors in accordance with the General Rules for International Factoring
(“GRIF”) a copy of which is annexed hereto. Our Credit Approval under the
Collection Agency Agreement as supplemented hereby, with respect to FCI
Receivables, is in reliance upon credit approvals issued to us by the Import
Factors (“Import Factor Approvals”). Import Factor Approvals and the subsequent
assumption by Import Factors of credit risk on FCI Receivables is contingent
upon your compliance with the terms and provisions of the GRIF.
B. 1. We shall receive commissions on
FCI Receivables as set forth in Schedule A hereto. Such commissions are based
upon maximum selling terms of 60 days and no more extended terms or additional
dating shall be granted by you to any Foreign Customer without our prior written
approval. When such approval is given by us, our charge with respect to any FCI
Receivables covered thereby shall be increased by 0.50% for each additional 30
days or portion thereof of extended terms or additional dating.
2. There will be a handling
charge of $10 for each invoice evidencing an FCI Receivable.
3. Each Import Factor shall be
instructed to convert payments received by them in payment of FCI Receivables
into U.S. dollars which shall then be remitted by the Import Factors to us for
application to the Obligations.
4. All cost and expense of
currency conversions in connection with FCI Receivables and any loss resulting
from currency fluctuations shall be borne by you.
5.
Non-Approved Foreign Receivables will be (i) at your sole credit risk; and (ii)
“last out” with respect to payment; that is, all payments made by any Foreign
Customer on any outstanding Foreign Receivables shall be applied first to
Approved Foreign Receivables and only after payment in full of all Approved
Foreign Receivables will payment be applied to Non-Approved Foreign
Receivables.
IV. Insurance Backed
Receivables
A. All Foreign Receivables for which
there is a Credit Approval to you, other than FCI Receivables, are hereinafter
referred to as Insurance Backed Receivables (“IB Receivables”). In the event
that the IB Receivable remains unpaid solely because of the financial inability
of the Customer obligated thereon to pay such IB Receivable, we will pay to you
an amount not to exceed 80% of the amount due on such IB Receivable; provided,
however, that our assumption of the credit risk with respect to IB Receivables
only extends to the IB Receivables due from a Customer from whom the aggregate
unpaid outstanding balance of all IB Receivables due from such Customer, on the
date that we deem amounts due from such Customer to be uncollectible, is $5,000
or more.
B. We
shall receive a commission on all IB Receivables equal to (i) the commission on
Receivables set forth in Section 6 of the
Collection Agency Agreement; plus (ii)
2% of the gross invoice amount of all IB Receivables.
Except as
hereinabove specifically set forth, the
Collection Agency Agreement shall remain
unmodified. In the event of a conflict between the terms of the
Collection
Agency Agreement and this amendment, the terms of this amendment will
govern.
If the
above sets forth our agreement, please sign your name by your duly authorized
officer at the foot of this letter where indicated beneath the word
“AGREED”.
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Very
truly yours,
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XXXXXXXXX
& XXXXXXXXX, INC.
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By
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/S/ J. Xxxxxxx Xxxxxxx
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J.
Xxxxxxx Xxxxxxx, Managing Director
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AGREED:
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XXXXXX
XXXXXX, LTD.
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By
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/S/ Xxxxxx Xxxxxx
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Name:
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Xxxxxx
Xxxxxx
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Title:
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CFO
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SCHEDULE
A
to
Amendment to XXXXXX XXXXXX, LTD.
Collection Agency Agreement
COMMISSION
(ON GROSS AMOUNT OF RECEIVABLES)
FCI
RECEIVBLES (EXCLUDING IB RECEIVABLES)
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HSBC
INVOICE FINANCE UK
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UNITED
KINGDOM
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TERMS:
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1.275%
First 60 days:, plus
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0.50%
each 30 days thereafter
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CURRENCY:
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US
Dollars
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