AMENDMENT
TO
DISTRIBUTION AGREEMENT
This AGREEMENT is made this 1st day of June, 2000 between PEGASUS
SEWING MACHINE MFG. CO., LTD., a Japanese corporation ("Pegasus") and XXXXXXX &
XXXXX, INC., a Delaware (U.S.A.) Corporation ("WG").
Pegasus and WG, Inc. (the prior name of Xxxxxxx & Xxxxx, Inc.) are
parties to a certain Distribution Agreement dated January 1, 1995 (the
"Distribution Agreement") which the parties desire to amend by the terms of this
Agreement (the "Amendment to Distribution Agreement").
1. COMPENSATION AND SALES TO PEGASUS. Section 4.1 of the
Distribution Agreement is amended as follows:
(a) The commission percentage amount to be paid by WG to PCA
for total net sales of Parts in the Territory shall increase from
10% to 15% (as to sales to end-users) and shall increase form 2.5%
to 7.5% (as to sales to dealers); and
(b) The commission percentage amount to be paid by WG to PCA
for total net sales of Parts outside of the Territory shall increase
from 5% to 10% (as to sales to end-users) and shall increase from
1.5% to 6.5% (as to sales to dealers) (Pegasus and WG acknowledge
that the commission percentage amounts for the sale of Parts outside
of the Territory is not specifically set forth in Section 4.1 or
elsewhere in the Distribution Agreement but rather same has been the
agreed upon practice between the parties, which agreed upon practice
is hereby amended, as above provided). WG and Pegasus also
acknowledge and agree that for purposes of the aforesaid, sales
outside of the Territory shall include all sales outside of the
United States of America and Puerto Rico and shall include, without
limitation, sales in Mexico and all other countries.
(c) The existing minimum quarterly commission payments of
$125,000 shall be replaced with the following minimum annual
commission payments:
FOR CALENDAR YEAR DOLLAR AMOUNT
2000 $900,000
2001 and thereafter $1,000,000
(d) Section 4.1(i) of the Distribution Agreement is amended to
provide that all payments due by WG to PCA under Section 4.1 of the
Distribution Agreement, as amended, shall be paid on the 20th day of
the month following the month in which the sale for which a
commission is due was made, instead of within 20 days after the end
of each quarter.
2. TERMINATION. The date of "December 31, 1996" set forth in Section
5.1 of the Distribution Agreement is replaced with the date "December 31, 2002".
All other provisions of said Section 5.1 shall continue as set forth in the
Distribution Agreement.
3. EFFECTIVE DATE OF AMENDMENT. WG and Pegasus acknowledge and agree
that all amendments to the Distribution Agreement incorporated into this
Amendment to Distribution Agreement shall be deemed to be in effect,
retroactive, as of January 1, 2000.
4. MISCELLANEOUS.
(a) Except as otherwise specifically amended by this Amendment
to Distribution Agreement, the Distribution Agreement shall remain
in full force and effect. In the event of any inconsistency between
the terms and provisions of the Distribution Agreement and this
Amendment to Distribution Agreement, the terms and provisions of
this Amendment to Distribution Agreement shall prevail and control.
(b) Capitalized terms not defined herein shall have the
meaning ascribed to such terms in the Distribution Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the day first above written.
PEGASUS SEWING MACHINE MFG. CO., LTD.
BY: /S/
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XXXXXXX & XXXXX, INC.
BY: /S/
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XXXX X. XXXXXXX, CHAIRMAN
