EXHIBIT 10.43
November 11, 1996
Congress Financial Corporation (Northwest)
000 X.X. Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Re: SIXTEENTH AMENDMENT TO XXXXXX CORPORATION ACCOUNTS FINANCING
AGREEMENT
Ladies and Gentlemen:
This Sixteenth Amendment to Accounts Financing Agreement (this
"Amendment") is for the purpose of amending the Accounts Financing Agreement
[Security Agreement] which we entered into on or about December 20, 1990, as
it has been previously amended (the "Accounts Financing Agreement").
For valuable consideration, receipt and sufficiency of which are
acknowledged, we agree as follows:
1. Section 2.7 is revised in its entirety as follows:
"2.7 In addition to amounts otherwise available
under the formulas described above, and
notwithstanding the Maximum Credit limit, you will temporarily
allow us an overadvance of up to the lesser of
(i) fifty percent of the market value of that certain real
property in Lynnwood, Washington, more fully
described in Exhibit C hereto (the "Lynnwood Property") as
established by an MAI appraisal satisfactory to
you; or (ii)$1,000,000 (the lesser of (i) or
(ii) being referred to hereinafter as the "Overadvance
Limit"). All overadvance amounts shall bear
interest at the rate prescribed in Section 3 hereof. The
Overadvance Limit will be reduced by the following amounts, and
any overadvance amounts in excess of such reduced Overadvance
Limit must be repaid, on or before the dates listed below:
DATE REDUCTION AMOUNT
3/1/97 $500,000
4/1/97 $250,000
5/1/97 $250,000
Any remaining balance of the overadvance shall be repaid in full on May 1,
1997.
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2. For the accommodation described in this Amendment, we agree to
pay you a fee in the sum of $5,000.
3. To induce you to accept this Amendment, we make the following
representations, warranties, and covenants:
(a) Each and every recital, representation, and warranty
contained in this Amendment, the Accounts Financing Agreement, and the Deed
of Trust is correct as of the date of this Amendment.
(b) No event has occurred or is continuing which constitutes
or, with the giving of notice, the passage of time, or both, would
constitute, an Event of Default under the Accounts Financing Agreement.
4. We shall pay all expenses, including attorney fees, which you
incur in connection with the preparation and implementation of this Amendment
and any related documents.
5. Except as specifically provided above, the Accounts Financing
Agreement remains fully valid, binding, and enforceable according to its
terms.
6. We waive and discharge any and all defenses, claims,
counterclaims, and offsets which we may have against you and which have
arisen or accrued up to the date of this Amendment. We acknowledge that you
and your employees, agents and attorneys have made no representations or
promises to us except as specifically reflected in this Amendment and in the
written agreements which have been previously executed. In this connection,
we specifically waive the provisions of California Civil Code Section 1542,
which provides as follows:
"A general release does not extend
to claims which the creditor does
not know or suspect to exist in his
favor at the time of executing the
release, which, if known by him,
must have materially affected his
settlement with the debtor."
Very truly yours,
XXXXXX CORPORATION
By /s/ Xxxx X. World
Its Executive Vice President
The undersigned guarantor acknowledges that Congress Financial
Corporation (Northwest) ("Congress") has no obligation to provide it with
notice of, or to obtain its consent to, the terms of this Amendment. The
undersigned guarantor nevertheless hereby (i) acknowledges and agrees to the
terms and conditions of this Amendment; (ii) acknowledges that its guaranty
remains fully valid, binding and enforceable; and (iii) waives any and all
defenses, claims, counterclaims and offsets against Congress which may have
accrued to date. In connection with these waivers, the undersigned guarantor
specifically waives the provisions of California Civil Code Section 1542,
which provides as follows:
"A general release does not extend
to claims which the creditor does
not know or suspect to exist in his
favor at the time of executing the
release, which, if known by him,
must have materially affected his
settlement with the debtor."
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USS CORPORATION, dba US Sound
By /s/ Xxxx X. World
Its Secretary
ACCEPTED AND AGREED:
CONGRESS FINANCIAL CORPORATION (NORTHWEST)
By /s/ Xxxx Xxxxxx
Its Vice President
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