Agreement dated May 19, 1995 between Xxxxxxxx Convertibles, Inc., a
Delaware corporation ("Xxxxxxxx"), and Xxxx Enterprises, Inc. and its
subsidiaries ("Xxxx").
Whereas, the parties hereto have a dispute regarding the amount of
rebates, as that term is defined under Amendment No. 1, Purchasing Agreement
dated as of May 28, 1994 (the "Rebates"), which are due and owing from Xxxx to
Xxxxxxxx, as well as the timing of any future payments by Xxxxxxxx to Xxxx of
Rebates attributable to purchases by Xxxx and certain retail stores managed by
Xxxx ("Xxxx'x Share"); and
Whereas, the parties hereto have agreed to settle their differences in
an amicable manner,
The parties hereto agree as follows:
1. The amount of the Rebates due from Xxxx, and the retail stores
managed by Xxxx, to Xxxxxxxx, from January 1, 1994, through April 30, 1995, is
$473,000.00;
2. Xxxx hereby agrees to pay the $473,000.00 to Xxxxxxxx as follows:
(a) $200,000.00 upon the execution of this agreement;
(b) the remaining $273,000.00 shall be paid in five equal
installments of $58,087.45, inclusive of interest, at the annual rate of 10.5%,
each on or before July 1, August 1, September 1, October 1 and November 1, 1995,
with interest on any installment which is overdue more than ten days, after
written notice to Xxxx and its attorneys, to be paid at the rate of 13.5%;
3. The parties agree that, commencing with the Rebates attributable to
purchases in May 1995, Xxxxxxxx will pay Xxxx'x
Share of the Rebates to Xxxx within 30 days from the close of each month. In the
event that Xxxxxxxx fails to pay Xxxx'x Share to Xxxx within thirty days from
the end of each month, Xxxx will be entitled, among other remedies, to delay
making any payment under Paragraph 2 hereof until such time as Xxxxxxxx is
current in paying Xxxx'x Share and, in addition, to receive interest at the rate
of 13.5% on Jennifer's payment of Xxxx'x Share, on any installment which is
overdue more than ten days, after written notice to Xxxxxxxx and its attorneys,
except that Xxxxxxxx will not be required to make any payment of Rebates to Xxxx
while Xxxx is in default in making payments under paragraph 2(b) without the
justification of this Paragraph 3.
Xxxxxxxx Convertibles, Inc.
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Xxxx Enterprises, Inc.
By: /s/ Xxxx Xxxx
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Xxxx Xxxx, President
