FOURTH AMENDMENT TO ACCOUNTS RECEIVABLE PURCHASING AGREEMENT
Exhibit 10.1
FOURTH AMENDMENT TO ACCOUNTS
RECEIVABLE PURCHASING AGREEMENT
This FOURTH AMENDMENT TO ACCOUNTS RECEIVABLE PURCHASING AGREEMENT (“Amendment”) is dated as of February 29, 2012, and agreed to by and between XPLORE TECHNOLOGIES CORPORATION OF AMERICA, a Delaware corporation (“Seller”), and DSCH CAPITAL PARTNERS, LLC, d/b/a FAR WEST CAPITAL, a Texas limited liability company (“Purchaser”). All capitalized terms used and not defined in this Amendment shall have the meanings ascribed to them in the ARPA (as defined below) and/or the UCC, as applicable.
RECITALS
WHEREAS, Seller and Purchaser have entered into that certain Accounts Receivable Purchasing Agreement, dated December 10, 2009 (as from time to time amended, the “ARPA”), wherein Purchaser does, from time to time (and at its sole discretion), purchase from Seller certain of Seller’s accounts receivable; and
WHEREAS, the parties desire to make certain adjustments to their relative rights and obligations under the ARPA, as more particularly set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, the ARPA is modified and amended as follows:
1. Definition 1.15 of the ARPA (“Eligible Account”), as from time to time amended, is hereby modified and shall now read as follows:
1.15 “Eligible Account” — an Account for sale of products within North America which is acceptable for purchase as determined by Purchaser in the exercise of its sole judgment and determination and set forth in a duly executed and delivered AR Purchase Certificate. Accounts for sale of products outside of North America are not Eligible Accounts.
2. It is understood that this Amendment constitutes an amendment and modification of the ARPA. The terms of this Amendment are incorporated into and made a part of the ARPA. Except as expressly set forth herein, nothing in this Amendment modifies or amends the ARPA or any other document executed by Seller in connection therewith (collectively, the “Funding Documents”). However, in the event of an irreconcilable conflict or inconsistency between the provisions of any Funding Document and the provisions of this Amendment, the provisions of this Amendment shall control.
IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first written above.
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PURCHASER: |
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SELLER: | ||
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DSCH CAPITAL PARTNERS, LLC |
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Xplore Technologies Corporation of America | ||
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DBA FAR WEST CAPITAL |
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By: |
/s/ Xxxxx Center |
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By: |
/s/ Xxxxxxx X. Xxxxxxxx |
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Name: |
Xxxxx Center |
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Name: |
Xxxxxxx X. Xxxxxxxx |
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Title: |
Chief Operating Officer |
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Title: |
Chief Financial Officer |
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Address: |
0000 Xxxxxxxxx Xxxxxxx Xx |
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Address: |
00000 Xxxxxx Xxxxx, Xxxxx 000 |
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Building 2, Suite 200 |
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Austin, TX 78728 |
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Xxxxxx, XX 00000 |
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