As of January 1, 1996
Congress Financial Corporation
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Eleventh Amendment to Financing Agreements
Gentlemen:
Reference is made to the Accounts Financing Agreement
[Security Agreement] between Congress Financial Corporation
("Congress") and I.C. Xxxxxx & Co. L.P. ("Borrower") dated as of
June 16, 1992, as amended (the "Accounts Agreement") and all
supplements thereto, and all other agreements, documents and
instruments related thereto and executed in connection therewith
(collectively, all of the foregoing, as the same now exist or may
hereafter be further amended, modified, supplemented, extended,
renewed, restated or replaced, the "Financing Agreements").
Capitalized terms used herein, unless otherwise defined herein,
shall have the meaning set forth in the Financing Agreements.
Borrower has requested certain amendments to the Financing
Agreements and Congress is willing to agree to such amendments,
subject to the terms and conditions set forth herein.
In consideration of the foregoing, and the mutual agreements
and covenants contained herein and for other good and valuable
consideration, Borrower and Congress hereby agree as follows:
1. Supplemental Loans. Section 2.1 of the Accounts
Agreement, as amended, is hereby deleted in its entirety and
replaced with the following:
"2.1 You shall, in your discretion, make loans to
us from time to time, at our request, of up to eighty
(80%) percent of the Net Amount of Eligible Accounts
(or such greater or lesser percentage thereof as you
shall in your sole discretion determine from time to
time). Subject to the terms and conditions hereof, you
may also, in your discretion, make loans to us from
time to time, in excess of such lending formula, at our
request, of up to $1,500,000 from January 1, 1996 until
February 29, 1996 (the "Supplemental Loans").
Notwithstanding anything to the contrary contained
herein, the entire outstanding balance of all
Supplemental Loans shall be repaid in full not later
than February 29, 1996."
2. Fees. In consideration of Congress' agreement to
make the Supplemental Loans available as set froth in paragraph 1
hereof, Borrower agrees to pay Congress a fee in an amount equal to $7,500,
which fee shall be payable simultaneously with the execution hereof, and
which fee is fully earned as of the date hereof.
3. Effect and Entirety of this Agreement. Except as specifically modified
pursuant hereto, no other changes or modifications to the Financing
Agreements are intended or implied and, in all other respects, the Financing
Agreements are hereby ratified and confirmed by all parties hereto as of the
date hereof. This Amendment represents and incorporates the entire
understanding and agreements of the parties with respect to the matters set
forth herein and the parties hereto agree that there are no representations,
warranties, covenants or understandings of any kind, nature or description
whatsoever made by Congress to Borrower with respect to this Amendment,
except as specifically set forth herein. This Amendment represents the final
agreement between the parties as to the subject matter hereof and may not be
contradicted by evidence or prior, contemporaneous or subsequent oral
agreements of the parties.
4. Waiver, Modification, Etc. No provision or term hereof may be modified,
altered, waived, discharged or terminated orally, but only by an instrument
in writing executed by the party against whom such modification, alteration,
waiver, discharge or termination is sought.
5. Further Assurances. The parties hereto shall execute and deliver such
additional documents and take such additional action as may be necessary to
effectuate the provisions and purposes of this Amendment.
6. Counterparts. This Amendment may be executed in one or more
counterparts which, taken together, shall constitute the agreement of the
parties.
Very truly yours,
I.C. XXXXXX & CO. L.P.
By: ISBUYCO, INC., General Partner
By: /s/ Xxxxxx X. Xxxxx
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Title: /s/ Chairman
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[SIGNATURES CONTINUE ON FOLLOWING PAGE]
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[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
Agreed and Accepted:
CONGRESS FINANCIAL CORPORATION
By: /s/ Xxxx X. Xxxxxx
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Title: Asst. Vice President
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ACKNOWLEDGED:
/s/ Xxx Xxxxxxx
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