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<br />rr'"~'! ~ A CorsStatss Company III IIIIII111~I11 ~II ~' g'°
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<br />TRADE FINANCING AGREE'~fENT
<br />SUPPLEMENT TO ACCOUNTS FINANCING AGREEMENT
<br />[SECURITY AGREEMENT)
<br />Congress Financial Corporation (WESTERN )
<br />225 South Lake Avenue
<br />............................
<br />Pasadena, California 91101
<br />Gentlemen:
<br />This Trade'Financing Agrcemen[,i( Supplement") is a supplement to the Accounts Financing Agreement (Security Agreement) between us
<br />dated.. NOV.eI[Iber........, 19 .9.0. , (the "Agreement'). This Supplement is (a) hereby incorporated into the Agreement, (bl made a
<br />pan thereof and (c) subject to the other terms, conditions, crnenants and wamn[ies thereof. All [erns, including capitalized terms, used herein
<br />shall have [he meanings ueribed to them respectively in the Agrcemen[, unless otherwise defined in this Supplement.
<br />This supplement will confirm [he arms and conditions upon which you may. from time [o [ime in your sole discretion, assts[ us in establish-
<br />ing or opening foreign or domes[ic Inters of credit and ex[end other financial accommodations for our anount...4ecordtngl>, each of us hereby
<br />agrees as follows:
<br />5atioa 1. CREDIT ACCOMMODATIONS
<br />I.1. You may, in your sole discmion, from time [o time, fee our account, a[ our request. prmide one or more of the following financial
<br />accommodations to us or our destgnerfs): (a) issue, open, or nuu the issuance or opening of Inter oL cedit or purchase or other guarantrcs
<br />for the purchax of goods and smites in the ordinary course of our or any such designee's business or for any othtt purpose approved by you,
<br />(bl assist us in esublishing or opening Iet[ers of credit tot such purposes by indemnifying the issuer thereof or guaran[eeing our payment or perfor~
<br />nonce to such issuer in connection [herewith, It) make paymen[s for our or such designee s account in connection with such purchases and i or
<br />(d) issue or guarantee drafts and accepuntes relating to the foregoing or otherwise All such letter of credit or puchase or other guaranies and
<br />other financvl accommodations arc referred to herein individually u a "Crtdit" and mllectisely u "Credits".
<br />11. The opening or issuance o[ any Credit shall as all times and ir. a9 respects be in moor sole discretion. 7"he amount and extent
<br />of any Credit and the [erns. conditions and provtsians thereof shall in all rcspetts be determined solely by you and shall be subject to changes
<br />modifin[ion and revision by you, in your cote distretion, at any sine and from sine to time The maturity of nth Credi[ shall not exceed one
<br />hundred and eighty (180) days after opening or issuance, except in your sole discretion.
<br />I.3. Our Iwn awilability undtt [he Agrennrns and any other Supplemrnta thereto shall be reduced by [he amount of ill outsanding
<br />Crediu or such lesser amounr as you mry elect in your disttetian.
<br />1.1. All outstanding Credits shall be secured by all collateral in which >vu arc now nr hertaftn granted a security interest by us ur
<br />any guarantor of our Obligation.
<br />1.3. Euept in your sole disttetion, the amount of ill Credits and all other commitments and obligations made err incurred by you
<br />for our account in connettion therewith shall not eueed S .1.000,000....... in the aggregate a[ any dme outstanding.
<br />1.6. All indebtedness- liabilities, expenses and obhgadom of any kind paid, arising or incurred by you in connection with this
<br />Supplement, arty Crnfit or any documents, drafts and accepuaces thereunder, whether prcsen[ or future, whether arising or incurred before or
<br />afttt termination or noarcnewil o! this Agreement shall be intoned solely as an accommoda[ion to of and for our account and constitu[e pan
<br />•of the Obbgatons, including without Gmiution: (a) all amounts due or which may become due undtt any Credit or any drafts or acceptance:
<br />thereunder; (b) all amounts charged or chargeable m you or us by eery bank or other issuer of any Credi[ or any correspondent which opens,
<br />issues or is otherwise involved with any Credit, indudiog without Gmiution, all fees, apenses and commissions; (c) your fees, expenxs and com-
<br />missions; (d) duties, freigh[, ous, cosu. imunaa and all such other charges and expenses which may pertain direc[ly or indirectly so any Obliga-
<br />tioto or ro the Credits or goods or documents relatiug therttd; and (e) ill othtt indebtedness and obligations owed by us to you pursuant ter, in
<br />wMenion wi[h or arising from this Supplement, the Crcdiu err any dnfss or accepunces relating shercta
<br />1.7. All such Obligations shall accrue interest at the me provided for in the Agreement, tommrndng on the lase arty DaYment is
<br />made, or obtigadoo ineurted, by you and all such Obligations shall, together with interest thereon and other sums owed by us to you hereunder,
<br />be payable and evidenced u provided in the Agreement.
<br />1.8. In addition to all other fees, charges and exprnxs payable under the Agreement, this Supplement, and to any bank or ocher
<br />issuer or ennespondent in connection with atry Credit, we agree ro pay to You the foLLwting commissions for your smites hereunder, whtch shall
<br />be due and oavable on the openinngg or issuanu of each Credit or, if the origirW term u extended, on the extemion thereof: (al a charge
<br />of one-ha f of oneyef~t ( 1/2 s.) of the facsgrsoun[ of any Credit (o[htt ehae Mfu or acceptances) for up to Ne initial sixty (60)
<br />days of the term thereof and an additional charge of . q .ter. at, ono percedt {llsl ..9.) of sucfi face amount fm each additional thirty 130)
<br />days, or any portion thereof, of the original term or arty enension thereof and lbl in addition to anY bank ehuges, a charge for nth thirty (30)
<br />day pgriod, or any portion thenrof, of Ne on ~ o"e"
<br />lea Pnal or arty atrndedterm of ury outsuading dnlu oraaepunm equal to gwnter~~of~oae~ Dttcmt
<br />(......9s) of the fan amount therenf. Y/e also agree to pay to you, your and any bank's, other issuer's or correspondent's cus[omary chuges
<br />for amendmenu, extensions and administration rcla[ing to any Credit. which chages shall be due and parible on [he fiat day of the month follow-
<br />ing the date of incurrence and, at your option may be charged [o any of our aaount(s) milnuined by you.
<br />1.9. Nothing contained herein shall be deemed or Construed to gran[ u~- any right, power err au[hority to pledge your credit in any
<br />manner. Yau shall have no bability of arty kind with respect to any Credit oprned or Issued by a bank or other issues or any draft or accepance
<br />with mpm therno unleu and until you sha0 have first duly executed and delivered your guarantee or indemnlfintion in writing with respect
<br />therta u provided herein.
<br />5ectb" 3. ADDITLONAI_ SECURITY INTERESr
<br />:.1. As addition) security for the prompt perfornrance, obxrwnee and payment in full of all Obligations. we hereby gent to you a
<br />continuing tenuity intercit in. + lien upon, and a right to set off agaimt, and we hereby assign, transfer, pledge and xt over to you all of she
<br />following property acquired by us in connettron with any Credit or o[herwix mooed by us, whether now owned or hercaftn acquired (which,
<br />is and shall be deemed a pan of the Collateral u defined and used in [he Agmmentl: la) all raw materials, work-in-process, finished goods and
<br />all ocher inventory and goods of whatsoevtt kind or nature, whemn Ideated, including invrn[ory or goods in transit ("Irrvm[ory"), including
<br />without Gmiution, all wrapping, packaging, adsertising and shipping materials, and all other goods consumed in our business, ill labels and other
<br />devices, names or marks affiud or to be affixed thereto for purposes of xlling or of identifying the same or the seller or manufacturer thneo(
<br />and All of ous right, title and interest therein and thrrna; (b) documents of payment, transport and title or the equivalent thereof, induding with•
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