Exhibit 10.17
Addendum to Financing Agreement
(Inventory Financing)
Summit
Financial Resources, L.P., a Hawaii limited partnership
(“Summit”), and Artisanal Cheese, LLC, a New York
limited liability company (“Client”) have entered into
a Financing Agreement dated February 19, 2009. Summit and Client
desire to modify the Financing Agreement as set forth herein and
agree as follows:
1.
Definitions . Except as otherwise expressly provided herein,
terms assigned defined meanings in the Financing Agreement shall
have the same defined meanings in this Addendum to Financing
Agreement.
“Acceptable
Inventory” means Inventory which consists of raw materials
and finished goods, provided that (a) such Inventory is subject to
no security interest, lien, or encumbrance of any nature whatsoever
with priority over the security interest created by the Financing
Agreement, except any liens for current taxes which are not
delinquent, (b) such Inventory is in compliance with all of
Client’s representations and warranties to Summit, (c) such
Inventory is located at Client’s place of business, and (d)
such Inventory is acceptable to Summit in all respects. Inventory
which has been manufactured or processed into work in process shall
not be Acceptable Inventory. “Acceptable Inventory”
shall not include Inventory which, in the sole discretion of
Summit, is damaged, out-dated, obsolete, or otherwise unacceptable
to Summit.
“Collateral
Management Fee / Inventory” means One and Forty-Five One
Hundredths Percent (1.45%) of the average outstanding inventory
loan balance, due and payable monthly in arrears.
“Inventory”
means inventory as defined in Part (1) of the definition of
Collateral in the Financing Agreement.
2.
Inventory Advances . Summit may, in its sole discretion and
without any duty to do so, elect from time to time to make advances
based upon Acceptable Inventory. Advances based upon Acceptable
Inventory shall be made only in accordance with the below formula,
which formula may be changed or modified at any time in the
discretion of Summit without the consent or approval of
Borrower:
Advances
based upon Acceptable Inventory may be made upon request of Client
so long as the aggregate amount of all advances based upon
Acceptable Inventory outstanding and unpaid does not exceed the
lesser of: (a) Fifty Percent (50.00%) of the lower of cost or
market value, as determined by Summit, of the Acceptable Inventory,
(b) eighty percent of the net orderly liquidation value (NOLV) of
Acceptable Inventory as
