Agreement dated May 19, 1995 between ▇▇▇▇▇▇▇▇ Convertibles, Inc., a
Delaware corporation ("▇▇▇▇▇▇▇▇"), and ▇▇▇▇ Enterprises, Inc. and its
subsidiaries ("▇▇▇▇").
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 ▇▇▇▇ to
▇▇▇▇▇▇▇▇, as well as the timing of any future payments by ▇▇▇▇▇▇▇▇ to ▇▇▇▇ of
Rebates attributable to purchases by ▇▇▇▇ and certain retail stores managed by
▇▇▇▇ ("▇▇▇▇'▇ 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 ▇▇▇▇, and the retail stores
managed by ▇▇▇▇, to ▇▇▇▇▇▇▇▇, from January 1, 1994, through April 30, 1995, is
$473,000.00;
2. ▇▇▇▇ hereby agrees to pay the $473,000.00 to ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇ 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, ▇▇▇▇▇▇▇▇ will pay ▇▇▇▇'▇
Share of the Rebates to ▇▇▇▇ within 30 days from the close of each month. In the
event that ▇▇▇▇▇▇▇▇ fails to pay ▇▇▇▇'▇ Share to ▇▇▇▇ within thirty days from
the end of each month, ▇▇▇▇ will be entitled, among other remedies, to delay
making any payment under Paragraph 2 hereof until such time as ▇▇▇▇▇▇▇▇ is
current in paying ▇▇▇▇'▇ Share and, in addition, to receive interest at the rate
of 13.5% on Jennifer's payment of ▇▇▇▇'▇ Share, on any installment which is
overdue more than ten days, after written notice to ▇▇▇▇▇▇▇▇ and its attorneys,
except that ▇▇▇▇▇▇▇▇ will not be required to make any payment of Rebates to ▇▇▇▇
while ▇▇▇▇ is in default in making payments under paragraph 2(b) without the
justification of this Paragraph 3.
▇▇▇▇▇▇▇▇ Convertibles, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇ Enterprises, Inc.
By: /s/ ▇▇▇▇ ▇▇▇▇
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▇▇▇▇ ▇▇▇▇, President
