ADDENDUM TO REPURCHASE AGREEMENT
THIS ADDENDUM TO REPURCHASE AGREEMENT (this "Addendum"), dated and
effective as of June 1, 2000, by and among BANG & OLUFSEN AMERICA, INC. a
Delaware corporation ("BOA"), XXXXXX ELECTRONICS, INC., a New York corporation
("Xxxxxx") and PARAGON CAPITAL, LLC, a Delaware limited liability company
("Lender"), supplements the Repurchase Agreement dated as of even date herewith
by and among BOA, Xxxxxx and Lender (the "Repurchase Agreement"). Capitalized
terms used in this Addendum and not otherwise defined herein have the meanings
specified for such terms in the Repurchase Agreement.
1. Notwithstanding anything to the contrary contained in paragraph 16.C of
either Dealer Agreement, BOA, Xxxxxx and Lender hereby agree that if BOA
exercises its right of repurchase under said paragraph 16.C in accordance with
the terms thereof (the "Dealer Agreement Right of Repurchase"), (i) BOA shall
provide Lender with a copy of the demand that BOA is required to deliver to
Xxxxxx pursuant to said paragraph 16.C concurrent with the delivery of such
demand to Xxxxxx and (ii) all sums payable by BOA pursuant to said paragraph
16.C shall be paid in accordance with Lender's written instructions therefor;
provided, however, that if BOA shall at any time receive a Sale Notice prior to
consummation of the transactions contemplated by the exercise of a Dealer
Agreement Right of Repurchase, the Dealer Agreement Right of Repurchase shall
automatically be null and void without any further act or instrument of any
party hereto and the rights and obligations of the parties hereto in respect of
the Products shall be governed solely and exclusively by the terms and
conditions of the Repurchase Agreement.
2. BOA shall be entitled to conclusively rely on any written instructions
delivered by Lender pursuant to paragraph 1 of this Addendum, and Xxxxxx hereby
releases BOA from, and agrees to hold BOA harmless in respect of, any and all
liability, claims, losses, damages, costs and/or expenses (including attorneys'
fees and disbursements) resulting from BOA's reliance on, and/or compliance
with, said written instructions of Lender.
3. BOA hereby acknowledges and consents to the granting of the Security
Interest to Lender.
4. The Repurchase Agreement, as supplemented by this Addendum, and the
Dealer Agreements are intended to be, and shall, to the extent reasonably
possible, be construed as, complementary documents; provided, however, that in
the event of any conflict between the terms of the Repurchase Agreement, as
supplemented by this Addendum, and the Dealer Agreements, the Repurchase
Agreement, as supplemented by this Addendum, shall govern and be controlling in
all respects.
5. This Addendum may be executed in multiple counterparts, each of which
shall be deemed to be an original, but all of which taken together shall
constitute but one and the same instrument.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed as of the date first written above.
BANG & OLUFSEN AMERICA, INC.
By:______________________________
Xxx Xxx, President
PARAGON CAPITAL, LLC
By:______________________________
Its:______________________________
XXXXXX ELECTRONICS, INC.
By:_____________________________
Xxxxxxxx Xxxx, President
