FIFTH AMENDMENT TO MASTER ORDER ASSIGNMENT
FIFTH
AMENDMENT TO MASTER ORDER ASSIGNMENT
This
Fifth Amendment to that certain Master Purchase Order Assignment Agreement
(the
"Amendment'') is made as of the
19th
day of
September, 2006 and is by and between TRANSCAP
TRADE
FINANCE LLC
(the
"Contractor") and DESTINATION
SOFTWARE, INC., a
New
Jersey corporation (the "Manufacturer").
WITNESSETH:
WHEREAS,
the Contractor and the Manufacturer are parties to that certain Master Purchase
Order
Assignment Agreement dated. as of August 20, 2001 as amended (the "Purchase
Order Agreement");
WHEREAS,
the Contractor and the Manufacturer desire to extend the term of the Purchase
Order Agreement
subject to the terms and conditions set forth herein;
NOW,
THEREFORE, in consideration of the premises and other consideration, the receipt
and sufficiency
of which is hereby acknowledged by each of the Contractor and the Manufacturer,
the parties hereto
hereby agree as follows:
1. Notwithstanding
the provisions of subsection 18(a) of the Purchase Order Agreement,
the term
of
the Purchase Order Agreement is extended from August 20, 2006 to August 19,
2007
("Extension Period')
and shall continue thereafter for successive twelve (12) month renewal terms
unless either party terminates
the Purchase Order Agreement by written notice to the other not later than
thirty (30) days prior
to
the end of such term or any renewal 'term, provided, however, that Contractor
may also terminate the
Purchase Order Agreement immediately upon either Manufacturer's default and
after the expiration of any
applicable cure period or at any time upon thirty (30) days' prior written
notice to Manufacturer.
2. As
of
August 19, 2005, the prior year Commitment Fee due Contractor by Manufacturer
is
$3, 788.99. Manufacturer shall pay Contractor such sum out of the proceeds
of
the next collections from
Customers but in no event later than November 15, 2006.
3. Section
3(b)(iv) of the Purchase Order Agreement is hereby deleted in its entirety,
and
in lieu thereof there is inserted a new Section 3(b)(iv) as
follows:
(iv) Upon
the
purchase of Materials required for the P.O., or upon any other
advance of
funds
in connection with the P.O., the Contractor's aggregate outstanding funding
pursuant
to this Agreement shall not exceed the sum of $1,500,000,
4. Minimum
Volume as defined within subsection 1(j) of the Purchase Order Agreement is
increased to $3,000,000.
5. Commitment
Fee as defined within subsection, 6(a) of the Purchase Order Agreement is
increased
to $67,500.
6. Except
as
expressly
set forth above, the Purchase Order Agreement has been modified in a
manner
satisfactory to each of the undersigned and. each of the other agreements,
instruments and document
heretofore executed and delivered in connection therewith shall remain
unmodified and in full force
and
effect.
7 This
Amendment will not he effective until each of the persons set forth on Addendum
ill
of
the Purchase Order Agreement shall have executed an acknowledgment to the
Guaranty previously executed by such. persons, in form and substance
satisfactory to Contractor.
8. This
Amendment may be executed in two (2) or more counterparts and it shall not
be
necessary
that the signature of all parties be contained on arty one counterpart, Each
counterpart shall be deemed an original but all of which together shall
constitute one and the same instrument. Art executed facsimile of this Agreement
shall be deemed to be a valid and binding agreement between the parties
hereto.
WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the date fist
written above.
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By
|
/s/
Xxxxxxx Xxxx
|
|
Its
Executive Vice President
|
|
|
DESTINATION
SOFTWARE, INC.
|
|
|
By
|
/s/
Xxxxx Xxxx
|
|
Its
President
|
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