STAR ASSIGNMENT AGREEMENT
(ONGOING STAR TRANSACTIONS)
WHEREAS, Xxxxxxx Management Systems Corporation, Inc. ("Dealer") has
entered into and may from time to time enter into agreements with Boeing
Information Services, Inc. ("Customer") for the purchase of goods as evidenced
by a contract, invoice and/or purchase order entered into with or issued to
Customer. Purchases made outside the terms of a written contract will be
reflected on Dealer's books as an open account referencing the purchase order
number or invoice number; and
WHEREAS, monies are due or will become due Dealer from Customer as a
result of the purchases; and
WHEREAS, there is no prohibition in any agreement, contract, invoice
or purchase order forbidding the assignment herein made; and
WHEREAS, Dealer has not heretofore assigned any of its right, title or
interest in or to any current or future agreements, contracts, invoices,
purchase orders and/or any accounts, chattel paper, instruments, documents or
general intangibles evidenced thereby or arising therefrom.
NOW, THEREFORE, Dealer, for value received, hereby assigns, transfers
and sets over to Deutsche Financial Services Corporation ("DFS"), whose post
office address is X.X. Xxx # 000, Xxxxxxxx, Xxxxxxxx 00000 all of Dealer's
right, title and interest in and to all agreements, contracts, invoices,
purchase orders, accounts, contract rights, chattel paper, instruments,
documents and general intangibles, directly or indirectly relating to Customer,
whether currently existing or hereafter arising, together with all proceeds
therefrom and all monies which are due or hereafter become due Dealer with
respect thereto (collectively the "Receivables").
Dealer does hereby authorize DFS, either in the name of Dealer or in
the name of DFS, to: (a) collect and receive all monies which are due or may
become due under the Receivables; (b) prosecute any proceedings at law or
elsewhere for any monies which are now due or may become due under any
Receivables; and (c) execute any agreements, releases or other instruments,
which DFS may from time to time hereafter deem necessary or convenient in its
sole discretion in furtherance of or to effectuate the collection of said monies
or any part or parts thereof.
Dealer promises to execute from time to time hereafter all instruments
that DFS deems necessary or convenient to better evidence or effectuate the
assignment herein made or the collection of monies due or to become due under
any Receivables.
Dealer represents and warrants to DFS that: (a) the facts recited in
this STAR Assignment Agreement are true; (b) the Receivables are genuine in all
things that they are purported to be hereunder; and (c) Dealer will fully and
faithfully perform all of its obligations hereunder according to the terms
hereof. This STAR Assignment Agreement --is subject to the terms and conditions
of the STAR Agreement entered into between DFS and Dealer.
This STAR Assignment Agreement is made with recourse to Dealer in
accordance with the terms of Section 10 of the STAR Agreement executed between
Dealer and DFS.
IN WITNESS WHEREOF, the undersigned has caused this STAR Assignment
Agreement to be executed for it by its duly authorized representative this 17th
day of September, 1996.
(SEAL) Xxxxxxx Management Systems Corporation
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(Name of Dealer)
ATTEST: By: /s/ Xxxxxxx Xxxxxx
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/s/ Xxxxxxx Xxxxxx
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Secretary Title: Executive Vice President
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2
DEUTSCHE FINANCIAL SERVICES
A Deutsche Bank Company
September 17, 1996
Mr. Xxxx Xxxxxx, President
Xxxxxxx Management Systems Corporation, Inc.
00000 Xxxxxxxxx Xxxx, Xxxxx #000
Xxxxxx, Xxxxxxxx 00000
Dear Xx. Xxxxxx:
Re: Boeing STAR
Deutsche Financial Services Corporation ("DFS") is pleased to inform
you that DFS has approved the financing of Boeing Company account through our
STAR financing program, on and subject to the terms of our Agreement for
Wholesale-Financing, STAR Agreement and the documents and instruments executed
in connection therewith ( collectively, the "Loan Documents"). DFS will charge
on this STAR facility an interest rate at the Prime Rate of interest ("the rate
at which Chase Manhattan Bank publicly announces ") as exists from time to time
based on the daily outstanding loan balance, and otherwise or and subject to the
terms of the Loan Documents. As we discussed, with subsidized vendors set up
with DFS, there will be no interest charge on the daily outstanding balance for
the first 30 days from invoice date, with the exception of subsidized purchases
from Xxxxxx Alliance there will be no interest charge on the daily outstanding
balance for the first 40 days from invoice date.
If the foregoing meets with your approval, kindly indicate your
acceptance by signing below and returning an executed copy of this letter to our
Baltimore office. This letter shall constitute and be subject to the terms of
the Loan Documents. We are sincerely interested in developing a mutually
beneficial relationship with you.
Sincerely,
Deutsche Financial Services Corporation.
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx, Regional Sales Manager
AGREED AND ACCEPTED:
Xxxxxxx Management Systems Corporation
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx, President
Date: 17 September 1996
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DEUTSCHE FINANCIAL SERVICES
A Deutsche Bank Company
October 9, 1996
Xxxxxxx Management Systems Corporation
00000 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
Attn: Mr. Xxxxxxx Xxxxxx, Vice President
Dear Xx. Xxxxxx:
Please sign below indicating your understanding and acknowledgment
that your recently approved $7,000,000.00 inventory and STAR credit facility
will be managed by Deutsche Financial Services Corporation out of its Los
Angeles office and under its trade name, Resellers Credit Corp. This facility
will be governed by the documents you recently executed which reflect Deutsche
Financial Services Corporation as the lender (i.e., Agreement for Wholesale
Financing dated as of September 17, 1996, and all documentation executed in
connection therewith and in connection with your STAR facility), although you
understand that you will be receiving statements of transaction, billing
statements, correspondence and other documents under the name Resellers Credit
Corp.
Please sign below indicating your understanding and acknowledgment of
the terms of this letter and return it to the undersigned at your earliest
convenience.
Very truly yours,
DEUTSCHE FINANCIAL SERVICES CORPORATION
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Regional Vice President
Acknowledged and agreed:
XXXXXXX MANAGEMENT SYSTEMS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Executive Vice President
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