SECOND
REVISION OF FUNDAMENTAL AGREEMENTS AND CONTRACTS BETWEEN
BARUDAN COMPANY, LTD., BARUDAN AMERICA, INC.
AND MACPHERSON MEISTERGRAM, INC.
This Second Amendment is to serve as a confirmation, amendment and
revision of: (i) the Agreement dated November 7, 1985 between and among BARUDAN
COMPANY, LTD., BARUDAN AMERICA, INC. and BARUDAN COMPANY, LTD., and (ii)
Amendment to said Agreement dated June 1, 1994 between and among BARUDAN
COMPANY, LTD., BARUDAN AMERICA, INC., MACPHERSON, INC., MACPHERSON MONOGRAM,
INC. and MEISTERGRAM, INC., the Agreement as amended by the Amendment
collectively (the "Distribution Agreement").
RECITALS
A. The parties hereto acknowledge and agree that Macpherson, Inc.,
Macpherson Monogram, Inc. and Meistergram, Inc. were consolidated on or about
December 31, 1994, and the single successor entity is known as "Macpherson
Meistergram, Inc.".
B. Xxxx Xxxxxxxxxx, the principal shareholder of Macpherson Meistergram,
Inc. and all other shareholders of Macpherson Meistergram, Inc. have reached an
agreement in principle to sell the Macpherson Meistergram, Inc. company to
Xxxxxxx & Xxxxx, Inc. The agreement in principle is subject to, among other
things, the execution of a formal legally binding agreement (the "Sale
Agreement") and the execution of this Second Amendment to the Distribution
Agreement.
C. Barudan Company, Ltd. and Barudan America, Inc. and Macpherson
Meistergram, Inc. have agreed to make certain amendments and revisions to the
Distribution Agreement, as set forth herein, effective upon the closing under
the Sale Agreement (the "Effective Date").
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
hereto hereby agree as follows:
1. CONSENT TO CHANGE IN OWNERSHIP. The Distribution Agreement as amended
by this Second Amendment shall continue in full force and effect notwithstanding
the sale of the Macpherson Meistergram, Inc. company to Xxxxxxx & Xxxxx, Inc. by
Xxxx Xxxxxxxxxx and the other shareholders.
2. DISCOUNTED PRICING. For a period of one (1) year, commencing with the
Effective Date, the prices charged by Tekmatex, Inc., Barudan America, Inc.
and/or Barudan Company, Ltd. to Macpherson Meistergram, Inc. (or any of its
subsidiaries) under the Distribution Agreement, shall be at the yen and dollar
amounts set
forth on the price list annexed hereto as Exhibit A. After such one (1) year
period, Tekmatex, Inc., Barudan America, Inc. and/or Barudan Company, Ltd. will
use their best efforts to maintain pricing which shall enable Macpherson
Meistergram, Inc. to achieve on a comparable basis the gross profit margins
achieved from the price list annexed hereto as Exhibit A during the one (1) year
period.
3. CREDIT TERMS. Tekmatex, Inc., Barudan America, Inc. and/or Barudan
Company, Ltd. shall be paid by Macpherson Meistergram, Inc. for all products
which are purchased under the Distribution Agreement, within sixty (60) days
following the date of invoice by Tekmatex, Inc., Barudan America, Inc. and/or
Barudan Company, Ltd. However, in each case, the date of the invoice shall not
be earlier than the date of shipment of the product(s) referred to in such
invoice.
4. INVESTMENT IN MACPHERSON MEISTERGRAM. Xxxxxxx & Xxxxx, Inc. will
purchase sufficient common stock of Macpherson Meistergram, Inc. at the Closing
to enable Macpherson Meistergram, Inc. to repay all debts for borrowed money and
reduce the accounts payable to Tekmatex, Inc. to no more than 60 days
outstanding. It is intended that the investment will approximate $16 million.
5. FORMATION OF LEASING COMPANY. Xxxxxxx & Xxxxx, Inc. will form a wholly
owned leasing subsidiary with an initial capitalization of $5 million within 90
days of the Closing.
6. EFFECTIVE DATE. This Second Amendment to the Distribution Agreement
shall be effective upon the Effective Date, namely the Closing under the Sale
Agreement.
7. ELIMINATION OF XXXXXXXX X. XXXXXXXXXX, LTD. The Fundamental Agreements
dated September 1, 1981 and October 1, 1986, reference "Xxxxxxxx X. Xxxxxxxxxx,
Ltd." of Nottingham, England as a party to such Fundamental Agreements. Xxxxxxxx
X. Xxxxxxxxxx, Ltd. no longer has a relationship with Macpherson Meistergram,
Inc. or with the Distribution Agreement. Therefore, the aforesaid Fundamental
Agreements are specifically modified and amended to eliminate all name and
subject matter references to Xxxxxxxx X. Xxxxxxxxxx, Ltd.
8. BINDING AGREEMENT. This Second Amendment is agreed to by the parties
hereto and shall be binding on the parties hereto, and their successors and
assigns.
9. FURTHER AMENDMENTS AND REVISIONS. This Second Amendment may not be
amended, changed or revised without the mutual written consent of all parties to
this Second Amendment.
10. CONTINUATION OF DISTRIBUTION AGREEMENT. Except as specifically amended
hereby, the terms and conditions of the Distribution Agreement shall continue in
full force and effect.
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The parties hereto acknowledge, represent and agree that as of the date hereof
there exists no defaults on the part of any party to the Distribution Agreement.
XXXXXXX & XXXXX, INC. MACPHERSON MEISTERGRAM, INC.
By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxx Xxxxxxxxxx
--------------------------- -----------------------------
XX. XXXX X. XXXXXXX XX. XXXX XXXXXXXXXX
Chief Executive Officer Chief Executive Officer
BARUDAN COMPANY, LTD.
By: /s/ Xxxxxx Xxxxxxx
-----------------------------
XX. XXXXXX XXXXXXX
President
BARUDAN AMERICA, INC.
By: /s/ Xxxxxxx Xxxxxx
-----------------------------
XX. XXXXXXX XXXXXX
President
Accepted and Agreed:
TEKMATEX, INC.
By: /s/ Xxxxxx Xxxxx
-----------------------------------
XX. XXXXXX XXXXX
President
MARUBENI TEKMATEX, INTERNATIONAL, LTD.
By: /s/ Xxxxx Xxxx
-----------------------------------
XX. XXXXX XXXX
President
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EXHIBIT A
PRICE LIST FOR BARUDAN COMPANY, LTD. (JAPAN)
BARUDAN AMERICA, INC. (U.S.A.)
AND
TEKMATEX, INC.
(See Attached)