June 23, 1995
Congress Financial Corporation
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Tenth Amendment to Financing Agreements
Gentlemen:
Reference is made to the Accounts Financing Agreement [Security Agreement]
between Congress Financial Corporation ("Congress") and I.C. Xxxxxx & Co.
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 amendments to the Financing Agreements and
Congress is willing to agree to such amendments, 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. Supplemental Loans. Section 2.1 of the Accounts Agreement, as
amended, is hereby deleted in its entirety and replaced with the following:
"2.1 You shall, in your discretion, make loans to us from time to
time, at our request, of up to eighty (80%) percent 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). Subject
to the terms and conditions hereof, you may also, in your discretion,
make loans to us from time to time, in excess of such lending formula,
at our request, of up to $1,500,000 from June 15, 1995 until August 15,
1995 (the "Supplemental Loans"). Notwithstanding anything to the
contrary contained herein, the entire outstanding balance of all
Supplemental Loans shall be repaid in full not later than August 15,
1995."
2. Letter of Credit Sublimit. Section 1.5 of the Trade Financing
Agreement Supplement to Accounts Financing
Agreement, dated June 16, 1992, by Borrower in favor of Congress (the "Trade
Financing Supplement"), is hereby amended by deleting the reference to
"$5,000,000" and replacing it with "$6,000,000".
3. Letter of Credit Fee. Effective June 1, 1995, Section 1.8 of the Trade
Financing Supplement shall be automatically amended by deleting the reference
to ".2083%" and replacing it with ".1667%".
4. Effect and Entirety of this Amendment. Except as specifically modified
pursuant hereto, no other changes or modifications to the Financing
Agreements are intended or implied and, in all other respects, the Financing
Agreements are hereby ratified and confirmed by all 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.
5. 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.
6. 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.
7. 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 & CO. L.P.
By: ISBUYCO, INC. General Partner
By: /s/ Xxxxxx X. Xxxx
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Title: Pres - CEO
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[SIGNATURES CONTINUE ON FOLLOWING PAGE]
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[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
Agreed and Accepted:
CONGRESS FINANCIAL CORPORATION
By: /s/ Xxxx X. Xxxxxx
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Title: Asst. Vice President
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ACKNOWLEDGED:
/s/ XXX XXXXXXX
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XXX XXXXXXX
/s/ XXXXXX XXXXX
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/s/ XXXXXX XXXX
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/s/ XXXXXX XXXXXXXXX
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/s/ XXXX XXXXXXXX
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/s/ XXXXXXX XXXXXX
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