EXHIBIT 10.80
June 23, 2000
Congress Financial Corporation
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: NINETEENTH AMENDMENT TO FINANCING AGREEMENTS
Gentlemen:
Reference is made to the Accounts Financing Agreement [Security
Agreement] between Congress Financial Corporation ("Congress") and I.C. Xxxxxx &
Company L.P. ("Borrower") dated as of June 16, 1992, as amended (the "Accounts
Agreement") and all supplements thereto, and all other agreements, documents and
instruments related thereto and executed in connection therewith (collectively,
all of the foregoing, as the same now exist or may hereafter be further amended,
modified, supplemented, extended, renewed, restated or replaced, the "Financing
Agreements"). Capitalized terms used herein, unless otherwise defined herein,
shall have the meaning set forth in the Financing Agreements.
Borrower has requested certain modifications to the Financing
Agreements and Congress is willing to agree to such modifications, subject to
the terms and conditions set forth herein.
In consideration of the foregoing, and the mutual agreements and
covenants contained herein and for other good and valuable consideration,
Borrower and Congress hereby agree as follows:
1. DEFINITIONS. For purposes of this Amendment, unless otherwise
defined herein, all terms used herein, including, but not limited to, those
terms used and/or defined in the recitals hereto, shall have the respective
meanings assigned to such terms in the other Financing Agreements.
2. SUPPLEMENTAL LOANS.
(a) In addition to the loans and advances which may be made by
Congress to Borrower pursuant to the lending formulas set forth in the Financing
Agreements, upon the request of Borrower made at any time and from time to time
during the period from the date hereof to August 30, 2000, Congress shall,
subject to the terms and conditions contained in the Financing Agreements, make
supplemental loans to Borrower in such amounts from time to time as Congress
shall in good faith determine, in its discretion, of up to $450,000 in excess of
the amounts otherwise available to Borrower under the lending formulas set forth
in the Financing Agreements, as calculated by Congress (the "Supplemental
Loans").
(b) The Supplemental Loans shall be secured by all Collateral
and shall be payable ON DEMAND. In any event, unless sooner demanded by
Congress, all outstanding and unpaid obligations arising pursuant to the
Supplemental Loans (including, but not limited to, principal, interest, fees,
costs and expenses) shall automatically, without notice or demand, be absolutely
and unconditionally due and payable in cash or other immediately available funds
on August 31, 2000.
(c) Notwithstanding the foregoing, the outstanding balance of
the Supplemental Loans at any time shall not exceed five (5%) percent of the
lower of cost or market value of Eligible Inventory at such time.
3. AMENDMENT FEE. In consideration of the foregoing, Borrower agrees to
pay Lender an amendment fee of $10,000, which shall be fully earned on the date
herof and due and payable on the date of execution hereof. Such fee may be
charged by Lender to the Loan account of Borrower maintained by Lender.
4. CONDITIONS PRECEDENT. The effectiveness of the amendments to the
Financing Agreements provided for herein shall only be effective upon the
satisfaction of each of the following conditions precedent in a manner
satisfactory to Congress:
(a) no Event of Default shall have occurred and be continuing
and no event shall have occurred or condition be existing and continuing which,
with notice or passage of time or both, would constitute an Event of Default;
and
(b) Congress shall have received, in form and substance
satisfactory to Congress, an original of this Amendment, duly authorized,
executed and delivered by Borrower, Xxxxxx Xxxxx and Xxxxxx Xxxxxxxxx.
5. EFFECT AND ENTIRETY OF THIS AGREEMENT. Except as specifically
modified pursuant hereto, no other exchanges or modifications to the Financing
Agreements are intended or implied and, in all other respects, the Financing
Agreements are hereby ratified and confirmed by the parties hereto as of the
date hereof. This Amendment represents and incorporates the entire understanding
and agreements of the parties with respect to the matters set forth herein and
the parties hereto agree that there are no representations, warranties,
covenants or understandings of any kind, nature or description whatsoever made
by Congress to Borrower with respect to this Amendment, except as specifically
set forth herein. This Amendment represents the final agreement between the
parties as to the subject matter hereof and may not be contradicted by evidence
or prior, contemporaneous or subsequent oral agreements of the parties.
6. WAIVER, MODIFICATION, ETC. No provision or term hereof may be
modified, altered, waived, discharged or terminated orally, but only by an
instrument in writing executed by the party against whom such modification,
alteration, waiver, discharge or termination is sought.
7. FURTHER ASSURANCES. The parties hereto shall execute and deliver
such additional documents and take such additional action as may be necessary to
effectuate the provisions and purposes of this Amendment.
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8. COUNTERPARTS. This Amendment may be executed in one or more
counterparts which, taken together, shall constitute the agreement of the
parties.
Very truly yours,
I.C. XXXXXX & COMPANY, L.P.
By: I.C. XXXXXX & COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxx
__________________________________
Title: Chairman and CEO
_______________________________
Agreed and Accepted:
CONGRESS FINANCIAL CORPORATION
By: /s/ Xxxxxx Xxxxxx
________________________________
Title: Asst. Vice President
____________________________
CONSENTED TO:
/S/ Xxxxxx X. Xxxxx
___________________________________
Xxxxxx Xxxxx
/S/ Xxxxxx X. Xxxxxxxxx
___________________________________
Xxxxxx Xxxxxxxxx
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