Exhibit 10.31
November 20, 1995
Congress Financial Corporation (Northwest)
000 X.X. Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Re: Tenth Amendment to Accounts Financing Agreement
and Third Amendment to Letter re: Inventory Loans
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Ladies and Gentlemen:
This Tenth Amendment to Accounts Financing Agreement and Third
Amendment to Letter re: Inventory Loans (this "Amendment"), dated as of the 20th
day of November, 1995, is for the purpose of amending the Accounts Financing
Agreement [Security Agreement] which we entered into on or about December 20,
1990, as it has been previously amended (the "Accounts Financing Agreement") and
the Letter Re: Inventory Loans dated contemporaneously with the Accounts
Financing Agreement, as it has been amended (the "Inventory Loans Supplement").
For valuable consideration, receipt and sufficiency of which are
acknowledged, we agree as follows:
A. MODIFICATIONS TO THE ACCOUNTS FINANCING AGREEMENT
-------------------------------------------------
1. Section 2. 1 of the Accounts Financing Agreement is amended
in its entirety to provide as follows:
"1.2 You shall, in your discretion, make loans to us from time to
time, at our request, of up to seventy percent (70%) of the Net
Amount of Eligible Accounts (or such greater or lesser percentage
thereof as you shall in your sole discretion determine from time
to time), less the Availability Block described in Section 2.6
below."
2. A new Section 2.6 is hereby added to the Accounts Financing
Agreement as follows:
"2.6 The amount of loans which you shall, in your discretion, make
to us from time to time under Section 2.1 above or under any
supplement to this Agreement shall be subject at all times to
Congress Financial Corporation (Northwest)
November 20, 1995
Page 2
a reduction in the amount of $250,000 plus twenty percent (20%) of
the gross proceeds from the sale of raw materials and work-in-
process inventories of our Professional Division to Phoenix Gold
International, Inc. pursuant to the Asset Purchase Agreement dated
November 13, 1995. Such reduction shall be referred to as the
"Availability Block."
B. MODIFICATIONS TO INVENTORY LOANS SUPPLEMENT
-------------------------------------------
Paragraph 2 of the Inventory Loans Supplement is amended in its
entirety to provide as follows:
"2. In addition to loans which may be made by you to us pursuant
to Section 2 of the Accounts Agreement, you shall, in your sole
discretion, make loans to us from time to time, at our request, of
up to fifty percent (50%) of the Value of Eligible Inventory
consisting of finished goods (or such greater or lesser
percentages thereof as you shall, in your sole discretion,
determine from time to time) less the Availability Block described
in Section 2.6 of the Accounts Agreement. Finished goods of our
Professional Division shall not be Eligible Inventory."
C. GENERAL PROVISIONS
------------------
1. To induce you to accept this Amendment, we make the following
representations, warranties, and covenants:
(a) Each and every recital, representation, and warranty
contained in this Amendment, the Accounts Financing Agreement, and the Inventory
Loans Supplement is correct as of the date of this Amendment.
(b) No event has occurred or is continuing which constitutes or,
with the giving of notice, the passage of time, or both, would constitute, an
Event of Default under the Accounts Financing Agreement.
2. We shall pay all expenses, including attorney fees, which you
incur in connection with the preparation and implementation of this Amendment
and any related documents.
3. Except as specifically provided above, the Accounts Financing
Agreement and Inventory Loans Supplement remain fully valid, binding, and
enforceable according to their terms.
Congress Financial Corporation (Northwest)
November 20, 1995
Page 3
4. We waive and discharge any and all defenses, claims,
counterclaims, and offsets which we may have against you and which have arisen
or accrued up to the date of this Amendment. We acknowledge that you and your
employees, agents and attorneys have made no representations or promises to us
except as specifically reflected in this Amendment and in the written agreements
which have been previously executed. In this connection, we specifically waive
the provisions of California Civil Code (S) 1542, which provides as follows:
A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of
executing the release, which, if known by him, must have
materially affected his settlement with the debtor.
Very truly yours,
XXXXXX CORPORATION
By /s/ Xxxx X. World
--------------------------
Its Vice President
--------------------------
The undersigned guarantor acknowledges that Congress Financial
Corporation (Northwest) ("Congress") has no obligation to provide it with notice
of, or to obtain its consent to, the terms of this Amendment. The undersigned
guarantor nevertheless hereby (i) acknowledges and agrees to the terms and
conditions of this Amendment; (ii) acknowledges that its guaranty remains fully
valid, binding and enforceable; and (iii) waives any and all defenses, claims,
counterclaims and offsets against Congress which may have accrued to date. In
connection with these waivers, the undersigned guarantor specifically waives the
provisions of California Civil Code (S) 1542, which provides as follows:
A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of
executing the release, which, if known by him, must have
materially affected his settlement with the debtor.
USS CORPORATION, dba US Sound
By /s/ Xxxx X. World
--------------------------
Its Secretary
--------------------------
Congress Financial Corporation (Northwest)
November 20, 1995
Page 4
ACCEPTED AND AGREED:
CONGRESS FINANCIAL CORPORATION (NORTHWEST)
By /s/ Xxxx Xxxxxx
----------------------------
Its Vice President
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