Exhibit 10.20
SECOND AMENDMENT TO MASTER FACTORING AGREEMENT
This Second Amendment to that Master Factoring Agreement dated February 15th,
2005 between Rockland Credit Finance, LLC ("Rockland") and Plangraphics, Inc.
("Plangraphics") is entered into this 26th day of November, 2008 ("Effective
Date").
RECITALS
Whereas, the parties entered into the Master Factoring Agreement as amended by
that fully executed First Amendment dated January 9, 2006 ("First Amendment")
and by further Addendum dated March 6, 2006 (collectively, the "MFA") which is
effective and in full force, and
Whereas, the parties wish to extend the term of the MFA and modify certain other
terms and conditions therein.
Therefore, for valuable consideration the sufficiency of which is hereby
affirmed, the parties, wishing to be legally bound, agree to the following terms
and conditions.
1. From the Effective Date hereof and thereafter,
a. Section 2.4 of the MFA as amended by Section 1(b) of the First
Amendment (the Guaranteed Monthly Volume) and as further agreed
from time to time by the parties, is hereby stricken and of no
further force of effect.
2. Notwithstanding anything to the contrary contained in Section 8.1 of
the Master Factoring Agreement as amended by Section 2 of the First
Amendment and as further agreed from time to time by the parties, the
Term of the MFA is hereby extended to September 30, 2009, all other
terms and conditions of Section 8.1 of the Agreement remaining
unchanged.
3. The terms of this Amendment are incorporated in the MFA by
cross-reference. A default or breach of any term hereunder by you or
your failure to timely and properly observe, keep or perform any term,
covenant, agreement or condition hereunder shall be a default under
the MFA as previously amended.
4. This Amendment and the MFA contain the entire agreement of the parties
hereto with respect to the matters contemplated hereby, and supercede
any and all other agreements, statements, or promises made by any
party, or by any employee, officer, agent, attorney of any party
hereto, that are not contained herein.
5. Plangraphics specifically intends that this Amendment constitutes and
instrument under Seal.
6. All capitalized terms not otherwise defined herein shall have their
meaning pursuant to the MFA.
7. No modification or waiver of any provision of this Amendment or the
MFA shall be effective unless and until it is in writing and then such
waiver shall only be effective for specific instance and for the
purpose for which it is given. 8. All other terms and conditions in
the MFA not otherwise modified herein shal l remain in full force and
effect.
The parties, by their signature below, hereby execute their agreement to the
foregoing terms and conditions.
Rockland Credit Finance, LLC Plangraphics, Inc.
By: /S/ Xxxx Xxx By: /S/ Xxxx X Xxxxxxxxx
Name: Xxxx Xxx Name: Xxxx X. Xxxxxxxxx
Title: C.E.O. Title: Pres & CEO
Re: Second Amendment to MFA (Plangraphics)
