AMENDMENT NUMBER TWO
TO DISTRIBUTORSHIP AGREEMENT
Exhibit 10.17
AMENDMENT dated as of this 7th day of June, 1996, among TAJIMA
INDUSTRIES, LTD. ("TAJIMA"), NOMURA TRADING CO., LTD. ("NTC"), NOMURA
NOMURA (AMERICA) CORP. ("NAC"),
and XXXXXX INTERNATIONAL CORP.("DISTRIBUTOR").
WHEREAS, DISTRIBUTOR intends to purchase either (a) all of the common stock
("STOCK") of Sewing Machine Exchange, Inc. ("SMX") from Xxxxxx X. Xxxxxxxx and
Xxxxxx Xxxxxxxx or (b) the business and assets ("Business") of SMX; and
WHEREAS, pursuant to agreement dated February 21, 1991, as amended,
including amendment dated February 20, 1996, among SMX, TAJIMA, NTC and NAC
(collectively the "Tajima-SMX Agreement"), SMX distributes TAJIMA products; and
WHEREAS, pursuant to agreement dated February 21, 1991, as amended, among
DISTRIBUTOR, TAJIMA, NTC and NAC (the "Tajima-Distributor Agreement"),
DISTRIBUTOR distributes TAJIMA Products;
NOW, THEREFORE, it is hereby agreed as follows;
1. At such time through June 30, 1996 that DISTRIBUTOR acquires the Stock
or Business of SMX, of which DISTRIBUTOR will give prompt notice to TAJIMA, NTC
and NAC, the Tajima SMX Agreement will be deemed terminated and of no further
force or effect ("Termination").
2. Simultaneously with such Termination, the Tajima Distributor Agreement
will be deemed amended in the following respects:
(a) Clause 1(b) - "TERRITORY" of DISTRIBUTOR shall be expanded to include
also Illinois, Iowa, Minnesota, Nebraska, North Dakota, South Dakota and
Wisconsin; and
(b) Clause 5(a) - the minimum quantity of PRODUCTS to be purchased by
DISTRIBUTOR through February 20, 1997 shall be the same as previously agreed to
be purchased by the DISTRIBUTOR and SMX, including the TMEX-C machines less the
quantity purchased by SMX since February 20, 1996.
(c) Clause 2(d) - SMX, a wholly-owned subsidiary of DISTRIBUTOR, shall be
permitted to continue the existing embroidery equipment distribution business of
SMX without violating the terms of the Tajima-Distributor Agreement.
3. In all other respects, the Tajima-Distributor Agreement is ratified
approved and confirmed.
IN WITNESS WHEREOF, the parties hereto have caused the Amendment to be
executed by their duly authorized representatives as of the day and year first
above written.
TAJIMA INDUSTRIES LTD. NOMURA (AMERICA) CORP.
\s\ Xxxxxxx Xxxxxx \s\ Xxxxxx Xxxxxxx
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Xxxxxxx Xxxxxx Xxxxxx Xxxxxxx
President President
NOMURA TRADING CO., LTD. XXXXXX INTERNATIONAL CORP.
\s\ Xxxxxxx Xxx \s\ Xxxxx Xxxxxxx
--------------------------- -----------------------------
Xxxxxxx Xxx Xxxxx Xxxxxxx
General Manager of President
Machinery Division
CONSENTED TO as of this 7th day of June, 1996
SEWING MACHINE EXCHANGE, INC.
\s\ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Chairman
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