[LOGO OF QUEBECOR PRINTING (USA) CORP. APPEARS HERE]
Exhibit 10.38
QUEBECOR PRINTING (USA) CORP.
SC DIRECT, INC.
AMENDMENT NO. 2
THIS AMENDMENT AGREEMENT (the "Amendment"), effective as of December 31, 1996,
is between Quebecor Printing (USA) Corp., ("Printer") a Delaware corporation,
having an office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and SC
Holdings, Specialty Catalogs Corporation, DBA, SC Direct, Inc. (in
Massachusetts), SC Publishing and Royal Advertising, ("Customer") a
Massachusetts corporation having an office at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇. ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇.
WHEREAS, The Printer and Customer have previously entered into an agreement
dated January 1, 1995 ("the Agreement") as amended dated ▇▇▇▇▇ ▇, ▇▇▇▇ ("▇▇▇
Amendment No.1") under which Printer agreed to print and Customer agreed to
purchase certain quantities of Customers' catalog program, and
WHEREAS, Customer and Printer desire to amend the Agreement and Amendment No. 1
dated March 8, 1996.
NOW THEREFORE, in consideration of the convenants and agreements set forth
herein, the parties agree as follows:
1. All capitalized terms herein, unless otherwise defined herein, shall
have the same meanings as provided in the Agreement.
2. The second paragraph of Section 4.G of the Agreement, as amended by
the First Amendment to the Printing Agreement, is hereby deleted in
its entirety and replaced with the following:
"If, in Printer's judgment, there is a significant adverse
change in Customer's credit standing or in the event that
Customer does not comply with the payment provisions hereunder,
Printer shall have the right to change the terms of payment and
its obligation to perform further Work will be subject to
reaching mutual agreement on such revised terms. Customer shall
pay interest on any invoice amount outstanding after the due
date, except for amounts disputed in good faith as provided
below, at the prime lending rate as from time to time
established by Chase Manhattan/Bank plus one percent (1%). No
delay or omission on the part of the Printer in exercising
[LOGO OF QUEBECOR PRINTING(USA) CORP. APPEARS HERE]
any right hereunder shall be deemed a waiver of such right or
any other remedy. A waiver of any one occasion shall not be
construed as a bar to or waiver of such right or remedy on any
future occasion.
3. Printer shall pay Customer for the work to date, a rebate ("Rebate")
over the first two years of the term of this Agreement according to the
following schedule:
01/01/97 - 12/31/97 $4,166.67 per month
01/01/98 - 12/31/98 $4,166.67 per month
Printer shall pay Customer a Sign on Bonus ("the Sign on Bonus") over
the remaining term of this Agreement according to the following
schedule:
01/01/99 - 12/31/99 $2,777.75 per month
01/01/00 - 12/31/00 $2,777.75 per month
01/01/01 - 12/31/01 $2,777.83 per month
Notwithstanding the foregoing, in the event that Customer's print
production and distribution volume (the "Volume") for any calendar year
falls below 25 million catalogs, the Sign on Bonus and or rebate, as the
case may be, shall be reduced according to the following formula (the
"Reduction"):
25,000,000 - Volume X $3,333.33 per month
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25,000,000
The Reduction, if any, resulting from a shortfall of Volume during the
years 1997 and 1998 shall be applied to the Sign on Bonus payable during
the year 1999 and, if necessary, the Sign on Bonus payable during the
year 2000. The Reduction, if any, resulting from a shortfall of Volume
during the year 1999 shall be applied to the Sign on Bonus payable
during the year 2000 and, if necessary, the Sign on Bonus payable during
the year 2001. The Reduction, if any, resulting from a shortfall of
Volume during the year 2000 shall be applied to the Sign on Bonus
payable during the year 2001. The Reduction, if any, resulting from
shortfall of Volume during the year 2001 shall be payable to Printer as
part of the last invoice issued to Customer for Work performed in 2001.
[LOGO OF QUEBECOR PRINTING (USA) CORP. APPEARS HERE]
4. In all other aspects, the Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties have caused this agreement to be executed in
Boston, Massachusetts as of the day and year first above written.
SC DIRECT, INC. QUEBECOR PRINTING (USA) CORP.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director of Production Title: V.P. Sales, N.E. Region
