EXHIBIT 10.47
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FIRST AMENDMENT TO CONSULTING AGREEMENT
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This FIRST AMENDMENT TO CONSULTING AGREEMENT (the "First Amendment")
is made and entered into as of the 5th day of January, 1998, by and between
XXXXX XXX COMPANY, a Florida corporation (the "Company"), and XXXXXXXXX
CONSULTING, INC., a Florida corporation ("SCI").
A. The Company and SCI entered into a Consulting Agreement dated as of
November 8, 1994 (the "Agreement"), whereby SCI agreed to provide the services
of Xxxxx Xxxxxxxxx ("Consultant"), under contract to SCI, as a consultant to the
Company.
B. The parties wish to amend the Agreement on the terms and conditions set
forth in this First Amendment.
Accordingly, in consideration of the mutual covenants set forth below, the
parties agree as follows:
1. Section 3.1 of the Agreement is hereby amended to read in its entirety
as follows:
"3.1 Compensation. As the total consideration for the services and
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obligations which SCI performs and observes hereunder, SCI shall receive a fee
of Twelve Thousand Five Thousand and No/100 Dollars ($12,500.00) per quarter,
payable on the last day of each calendar quarter."
2. Section 3.2 of the Agreement is hereby amended to read in its entirety
as follows:
"3.2 Reimbursement of Expenses. Commencing as of January 3, 1998 the
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Company will be responsible for reimbursing only those reasonable and necessary
travel and entertainment expenses directly associated with the performance of
Consultant's duties under the Agreement, including but not limited to the
following: gasoline, mileage, cellular phone charges and other such expenses to
be reimbursed subject to approval by the Company according to its existing
policy for similar expenses as it may be amended from time to time. Any excess
mileage or other charges assessed upon disposition of any leased automobiles
currently in use by Consultant shall be allocated 26/36ths to the Company and
10/36ths to Consultant. All other expenses, including but not limited to, car
lease payments, country club dues and other such expenses will be for the
account of Consultant. Reimbursements will be made on a quarterly basis
payable on the last day of each calendar quarter commencing March 31, 1998 and
ending on December 31, 1998, assuming submission of required documentation in
accordance with current Company procedures for requesting reimbursement. The
Company will continue to provide health and automobile insurance for Consultant
through December 31, 1999, but Consultant shall reimburse the Company in full
for the actual cost of such insurance coverage for Consultant."
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3. Section 5.7 of the Agreement is hereby amended to read in its entirety
as follows:
"5.7 Notices. Any notice or other communication required or
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permitted hereunder shall be in writing, and shall be deemed to have been given
if personally delivered, or delivered by facsimile transmission, or actually
delivered (as evidenced by appropriate receipt) by overnight courier, or 72
hours after being placed in the United States mail, registered or certified-
return receipt requested, postage prepaid, addressed as follows:
If to SCI: Xxxxxxxxx Consulting, Inc.
c/o Xx. Xxxxx Xxxxxxxxx
0000 Xxxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
With a copy to: Greenberg, Traurig, Hoffman, Lipoff, Xxxxx &
Quentel, P.C.
000 Xxxx Xxx Xxxx Xxxxxxxxx
Xxxx Xxxxxxxxxx, XX 00000
Attn: C. Xxxxx Xxxxx, Esq.
Phone: (000) 000-0000
Fax: (000) 000-0000
If to the Company: Xxxxx Xxx Company
0000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Attn: Xx. Xxxxxx X. Xxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
With a copy to: Smart & Final Inc.
0000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxx, Esq.
Phone: (000) 000-0000
Fax: (000) 000-0000
4. All capitalized terms not defined herein shall have the same meaning as
set forth in the Agreement. Except as amended herein all other terms and
conditions of the Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties have executed this First Amendment as of the
date first written above.
THE COMPANY: SCI:
XXXXX XXX COMPANY, XXXXXXXXX CONSULTING, INC.,
a Florida corporation a Florida corporation
By:/s/ Xxxxxxx Xxxxxxxx By:/s/ Xxxxx Xxxxxxxxx
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Its: President Its:President
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By:/s/ Xxxxxx X. Xxxxxxxx
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Its: Secretary
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