Exhibit 10.6
AmSouth Bank FRESH BABIES, INC. AN
105.00 AFFILIATE OF THE ROSE GROUP
CORPORATION, A DELAWARE CORPORATION
Name of Bank AMSOUTH BANK CORPORATION
Account# 0000 2120 0003 8472 FlexLine
Amount $30,000.00
State FLORIDA Date of Agreement 1/25/99
BUSINESS FLEXLINE OF CREDIT AGREEMENT
This Agreement (the "Agreement") covers your Business FlexLine of
Credit Account ("Account") with us and the use of our Business FlexLine of
Credit Access Checks ("Access Checks") issued in connection with your Account.
The use of our telephone banking service ("Telephone Banking Service") in
connection with your Account is governed by this Agreement and the disclosure
statement relating to our Telephone Banking Service. As used in this Agreement,
the words "we", "our" and "us" mean the bank named above. The words "you",
"your" and "yours" mean any person or organization whose name appears on the
Access Checks or at whose request or authorization the Access Checks were
issued, including any person or entity who signs this Agreement, other than
someone who signs solely as an Authorized Signer in Section 32 below.
SECTION 1: DEMAND LOAN; INDIVIDUAL AND JOINT RESPONSIBILITY. You
promise to pay to us, on demand, the full amount of all loans made under your
Account, together with all finance charges and all other amounts, charges and
fees that may be assessed against your Account under this Agreement. Each of you
will be individually and jointly (jointly and severally) responsible for any
debt created by the use of your Access Checks or Telephone Banking Service,
including any debt created by anyone you allow to use your Access Checks or
Telephone Banking Service.
SECTION 2: HOW ACCESS CHECKS WORK. We will give you a supply of Access
Checks. You may use an Access Check from time to time to obtain a loan through
your Account. An Access Check drawn on your Account is a loan from us to you
from the time it is posted to your Account, and you will owe us for the amount
of the Access Check plus the applicable finance charge.
SECTION 3: HOW TELEPHONE BANKING SERVICE WORKS. If we establish
Telephone Banking Service for use in connection with your Account, you will be
able to obtain a loan through your Account by using the Telephone Banking
Service to request that the amount of the loan be deposited directly to a
checking account maintained with us. Any funds so deposited will be loans under
this Agreement and will be treated as such. You acknowledge that anyone who can
use or access your Telephone Banking Service can obtain loans from your Account
through the Telephone Banking Service. You hereby release us from any and all
liability for loans obtained from your Account through your Telephone Banking
Service. You can also make a payment on your Account by using the Telephone
Banking Service to request that the amount of the payment be transferred from a
checking account maintained with us to your Account. Please see the Telephone
Banking Customer Agreement and Disclosure Statement for more information about
services available through our Telephone Banking Service.
SECTION 4: CONFLICTING REQUESTS. If your Account is in the name of two
or more persons or entities, you agree that we are authorized to honor any
Access Check or other request for a loan made by any of you, but in the event of
conflicting requests, we may, at our option, refuse to honor any requests not
made by all of you. If more than one person is listed as an Authorized Signer
under Section 34 below, you agree that we are authorized to honor any Access
Check or other request for a loan made by any Authorized Signer, but in the
event of conflicting requests, we may, at our option, refuse to honor any
request not made by all Authorized Signers. In any event, you will be
responsible for any requests of an Authorized Signer that we honor.
SECTION 5: CREDIT LIMIT. Your credit limit is shown on the Periodic
Statement we mail to you. We may change your credit limit from time to time
without prior notice to you. The total amount you owe us must never exceed your
credit limit without our permission. We have no duty to see that your credit
limit is not exceeded, and under some circumstances we may allow you to obtain
credit in excess of your credit limit. An overlimit charge of $25 will be
imposed on your Account if your credit limit is exceeded at any time during a
billing cycle.
SECTION 6: RESTRICTIONS ON LOANS. Each loan can be as large as you
like, so long as it does not exceed your available credit (the difference
between your credit limit and the sum of your outstanding Account balance plus
any loans or other debits that have not been posted to your Account). The
smallest amount you can borrow at one time, either by using your Access Checks
or through your Telephone Banking Service, is $250. This means that whenever you
use one of your Access Checks to obtain a loan, you must make it out for at
least $250, and whenever you use your Telephone Banking Service to obtain a
loan, you must request a loan of at least $250. You may get as many loans as you
wants, provided that the total you owe us does not exceed your credit limit.
SECTION 7: PERIODIC STATEMENT. We will send you a billing statement
("Periodic Statement") for each billing cycle at the end of which your Account
has a debit or credit balance or on which a finance charge has been imposed.
Each "billing cycle" is a period of from 26 to 36 calendar days whose beginning
and ending dates are determined from time to time by us in our discretion. Your
Periodic Statement will show all loans and other debits posted to your Account,
any finance charge, and other charges, payments and credits to your Account. You
Periodic Statement will also show the minimum payment due and other important
information. We will not send the Access Checks to you after they are paid, but
we will let you see copies of them if you need to. You agree to pay any charge
that we may reasonably impose when providing you with copies of Access Checks to
you after they are paid, but we will let you see copies of them if you need to.
You agree to pay any charge that we may reasonably impose when providing you
with copies of Access Checks. You should review each Periodic Statement
carefully and must advise us in writing of any errors within 60 days after we
mail it to your last address shown on our records.
SECTION 8: PAYMENTS. Unless sooner demanded, when you receive your
Periodic Statement, you may pay as much of the new balance (total amount owing)
as you like. the least amount you may pay, however, is the "minimum payment due"
shown on your Periodic Statement. The minimum payment due will be equal to
[check the appropriate box]:
XX any amount past due plus the largest of (i) 3% of the new balance,
(ii) $250, or (iii) the applicable finance charge; or
any amount past due plus the applicable finance charge.
Of course, the minimum payment due will never exceed the new balance shown on
your Periodic Statement. Whatever you choose to pay, your payment must reach us
no later than the "payment due date" shown on your Periodic Statement.
SECTION 9: APPLYING PAYMENTS. We will apply payments and credits to
your Account in this order:
(a) to any finance charge included in your previous balance;
(b) to any miscellaneous fees (such as late fees, annual maintenance
charge, and overlimit charges) included in your previous balance;
(c) to any remaining portion of your previous balance;
(d) to any loans and other debits posted during the billing cycle; and
(e) to any finance charge imposed during the billing cycle.
SECTION 10: FINANCE CHARGE. A finance charge will be imposed on each
loan posted to your Account during a billing cycle from the day we post it.
Also, a finance charge will be imposed, from the closing date of the billing
cycle, on the new balance (less any finance charge and late charge included in
that balance). There is no "free-ride period" within which payments may be made
in order to avoid finance charges completely.
To determine your finance charge, we multiply your average daily
balance during each billing cycle by the monthly periodic rate. The monthly
periodic rate is figured by dividing the annual percentage rate then in effect
for your Account (determined each billing cycle as set forth in Section 11) by
12.
We figure your average daily balance by adding your closing daily
balances during the billing cycle and dividing the result by the number of days
in that cycle. We compute your closing daily balances by starting with the
previous balance (which is the same as the new balance shown on your last
Periodic Statement), less any finance charge, late charge and other fees
included on that statement. We add loans to that balance as of the day we post
them. We subtract any payments and credits as of the day we post them. You may
verify the total amount of finance charges appearing on your Periodic Statement
by multiplying the average daily balance by the monthly periodic rate.
SECTION 11: VARIABLE RATE. The annual percentage rate (and monthly
periodic rate) on your Account may vary from billing cycle to billing cycle
based upon increases and decreases in the "Prime Rate." The "Prime Rate" is the
highest rate of interest published from time to time as the "prime rate" in the
Wall Street Journal Money Rates table.
The ANNUAL PERCENTAGE RATE on your Account for each billing cycle will
be 2.00% above the Prime Rate in effect on the first day of that billing cycle.
Adjustments in the annual percentage rate (and the monthly periodic rate) will
take effect on the first day of each billing cycle. Your Periodic Statement will
reflect the annual percentage rate (and the monthly periodic rate) in effect
over the billing cycle.
The annual percentage rate on your Account may increase if the Prime
Rate in effect on the first day of the billing cycle increases. The annual
percentage rate will not increase more than once each billing cycle. Any
increase will take the form of increased periodic finance charges and may result
in increased minimum payment amounts.
SECTION 12: ANNUAL MAINTENANCE CHARGE AND LATE CHARGE. We will impose
an annual non-refundable charge in the amount of $100 for establishing and
maintaining the Account. We will assess this charge on the date of the first
Periodic Statement (shown as the "Cycle Closing Date") sent to you after the
opening of the Account and every twelfth month thereafter. You agree to pay a
late charge equal to the greater of $15 or 5% of any past due amount when any
minimum payment is not paid within 12 days after the payment due date shown on
your Periodic Statement.
SECTION 13: RETURNED CHECK FEE. A returned check fee may be imposed if
you make a payment on your Account with a check, draft, negotiable order of
withdrawal, or similar instrument drawn on a depository institution and such
instrument is not paid or is dishonored by that depository institution. This fee
will not be more than the greater of $15 or the actual amount charged by the
depository institution for the return on the instrument.
SECTION 14: SECURITY INTEREST. Your obligations under this Agreement
may be secured by any mortgage, deed of trust, security deed, deed to secure
debt, security agreement, pledge, hypothecation, or other similar document or
agreement whether executed in connection with this Agreement and whether or not
such document, instrument or agreement makes specific reference to this
Agreement. Collateral security other loans with us may also secure your
obligations under this Agreement.
SECTION 15: UPDATED CREDIT INFORMATION. You agree to notify us
immediately if any adverse change in your credit or financial condition occurs.
You further agree to provide us with such updated credit or financial
information as we may request from time to time.
SECTION 16: AUTOMATIC ACCELERATION. In the event of or on the happening
of any one or more of the following events, your obligations under this
Agreement shall, without notice or demand, immediately become due and payable
with interest to date, we may exercise the rights and remedies available to us
pursuant to any instrument securing your obligations under this Agreement, and
we shall not have any obligations to make further loans or advances on your
Account:
a. The death of you or any of your obligations to us ("Guarantor");
b. The insolvency of you or any Guarantor;
c. A general assignment for the benefit of creditors by you or any
Guarantor;
d. A judgment against you or any Guarantor;
e. The filing of a petition seeking relief under Title 11 of the United
States Code or any other applicable federal or state bankruptcy law by or
against you or any Guarantor;
f. The filing of application in any court for the appointment of a
receiver for you or any Guarantor;
g. The issuance of a writ of garnishment or attachment in a suit or
action against you or any Guarantor or against any of the assets of you or any
Guarantor; or
h. We determine that a change in circumstances has occurred that would
adversely affect your ability to meet your obligations under this Agreement.
SECTION 17: COLLECTION COSTS. If we have to take steps to collect
anything you owe us on your Account, you agree to pay all our costs and expenses
of collection, including reasonable attorneys' fees and court costs.
SECTION 18: STOPPING PAYMENT ON ACCESS CHECKS. If you want to stop
payment on an Access Check, you may do so by calling us at (▇▇▇) ▇▇▇-▇▇▇▇. You
must tell us your Account number, the party to whom you wrote the Access Check
and the date, number and amount of the Access Check. If you do not contact us at
least 2 hours before we receive an Access Check, we may not be able to stop
payment on it. If you choose to stop payment on any Access check, you agree to
pay our standard fee then in effect for stopping payment on a check.
SECTION 19: LOSS, THEFT OR UNAUTHORIZED USE OF SPECIAL CHECKS. You may
be liable for the unauthorized use of your Access Checks. Under the federal
Truth-in-Lending Act (the "Act"), you will not be liable for unauthorized use of
a credit card (as defined in the Act) that occurs after you notify us, orally or
in writing of the loss, theft or possible unauthorized use. You may notify us by
calling us at ▇-▇▇▇-▇▇▇-▇▇▇▇ or by writing to us at ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇. In any case, your liability for the unauthorized use of a credit card (as
defined in the Act) will not exceed $50.
You must notify us in writing within 24 hours if your Access Checks are
lost, stolen or used without your permission.
When we receive your notice, to protect you, we may choose to treat
your Account as if it has been terminated by assigning you a new Account number.
If this happens and if you are making payments to your Account through our
Telephone Banking Service, be sure to notify us at ▇-▇▇▇-▇▇▇-▇▇▇▇ (or, in
Birmingham, 326-5300) to make sure that your payments are properly credited.
As used in this agreement, "unauthorized use" means the use of your
Access Checks by a person, other than you, who does not have actual, implied or
apparent authority for such use, and from which you receive no benefit.
SECTION 20: LIMITS ON OUR RESPONSIBILITY. If we refuse to honor one of
your Access Checks for any reason whatsoever, including, without limitation,
electronic, telephonic or computer malfunction, we will not be legally
responsible to you in any way. We will not be legally responsible if anyone
refuses to accept an Access Check for any reason whatsoever, including, without
limitation, electronic, telephonic or computer malfunction. Under the Act, if
you have a problem with property or services purchased with a credit card (as
defined in the Act), you may have the right to withhold payment from us or to
use against us certain claims and defenses you have against a merchant honoring
a credit card (as defined in the Act). Your rights under the Act are explained
in the last paragraph of the billing error rights notice that follows this
Agreement. This Agreement does not affect your rights under the Act. However, if
the Act does not give you the right to withholder payment from us or to use a
particular claim or defense against us in connection with property or services
purchased with an Access Check, you agree not to withhold payment or to use the
claim or defense and that we are not responsible for the property or services.
You also agree that we may make any adjustments or refunds by crediting your
Account.
SECTION 21: CLOSING YOUR ACCOUNT. Either you or we may close your
Account at any time. If your Account is closed, we will not have any obligation
to make any further advances on your Account and any outstanding balance on your
Account shall, without notice, at our option, become immediately due and payable
twenty years from the date of this Agreement.
SECTION 22: CANCELING AN AUTHORIZED SIGNER'S AUTHORITY. If you want to
cancel an Authorized Signer's authority to sign Access Checks, you should notify
us in writing. If you are a corporation, you must provide us with a corporate
resolution revoking the Authorized Signer's authority.
SECTION 23: CHANGING THIS AGREEMENT. We can change any of the terms of
this Agreement (including the finance charge, annual percentage rate, terms of
payment and any fees) at any time. We will mail a notice of any changes to the
last address we have for you. The changes will become effective 30 days after we
mail them unless we state otherwise in the notice. All Changes will apply both
to outstanding and new loans and to the outstanding balance then in your Account
unless we tell you otherwise. Except as provided in this paragraph, any
amendment, modification or waiver of the terms and provisions of this Agreement
must be in writing and signed by our officer.
SECTION 24: ENFORCING OUR RIGHTS. We can delay enforcing any of our
rights under this Agreement without losing them. The fact that we waive our
rights in one instance does not mean we will waive them in other instances. All
our rights can be enforced against your heirs, legal representatives, successors
or assigns.
SECTION 25: NO ASSIGNMENT. You may not assign your Account, or your
Access Checks.
SECTION 26: NOTICES. You agree to keep us informed of any changes in
your address. If we mail you a letter, notice or statement at the last address
appearing in our records, we can assume that you have received it. If you send a
notice of letter to us, it must be sent to us at the address shown on your
Periodic Statement as the address to which questions about your statement should
be sent.
SECTION 27: USE OF ACCOUNT. You agree that each loan made with the
Access checks or through your Telephone Banking Service will have a business or
commercial purpose and will not be for personal, family or household use.
SECTION 28: WAIVERS. You (a) waive demand as a result of any of the
events listed in Section 16; (b) waive presentment, protest, notice of protest,
notice of dishonor, suit against any party and all other requirements necessary
to hold you liable; (c) waive as to this debt or any renewal or extension
thereof all rights of exemption under the Constitution or laws of any state as
to personal property; (d) agree that time of payment may be extended one or more
times for any period of time or other indulgence may be granted without notice
of or consent to such action and without release of your liability; (e) as to
all or any part of your obligations under this Agreement, consent to our
releasing, agreeing not to ▇▇▇, suspending the right to enforce this Agreement
against or otherwise discharging or compromising any obligation of any person
against whom you have a right of recourse, all without notice to or further
reservations of right against you, and all without in any way affecting or
releasing your liability; and (f) consent to our releasing, exchanging or
otherwise dealing in any manner with all or any portion of any collateral, lien,
or right of set-off which may now or hereafter secure your obligations under
this Agreement, all without notice to or further reservations of rights against
you, and all without in any way affecting or releasing your liability, even
though such release, exchange or other dealing may in any manner and to any
extent impair any such collateral, lien or right of set-off.
SECTION 29: SET-OFF. In addition to all liens upon, and rights of
set-off against, any monies, securities, or other property of yours given to us
by law, we shall have a lien upon and a right of set-off against all monies,
securities and other property of yours now or hereafter in our possession or on
deposit with us, whether held in a general or special account or deposit, for
safekeeping, or otherwise; and every such lien and right of set-off may be
exercised without demand or notice, and we shall have no liability with respect
to any checks or other items which may be returned or other funds transfers
which may not be made due to insufficient funds thereafter.
SECTION 30: ARBITRATION. Subject to the provisions of the next
paragraph below, any controversy, claim, dispute or disagreement arising out of,
in connection with or relating to (1) the negotiation, execution,
collateralization, administration, repayment, modification, extension or
collection of this Agreement, the Account or any agreement or instrument
relating to this Agreement or the account, or (2) an alleged tort relating in
any way to this Agreement, the Account or any agreement or instrument relating
to this Agreement or the Account, shall be settled by arbitration in accordance
with the Commercial Arbitration rules of the American Arbitration Association.
The Expedited Procedures of said rules shall apply in any dispute where the
aggregate of all claims and the aggregate of all counterclaims each is an amount
less than $1,000,000. Judgment upon any award rendered by the arbitrator(s) in
any such arbitration may be entered in any Court having jurisdiction thereof.
Any demand for arbitration under this agreement shall be made no later than the
date when any judicial action upon the same matter would be barred by any
applicable statute of limitations. The locale of any arbitration proceedings
under this agreement shall be in Birmingham, Alabama, unless you and we mutually
agree otherwise. You and we specifically acknowledge and agree that this
Agreement evidences, and the Advances under the Account are, "transactions
involving commerce" under the Federal Arbitration Act, and you and we hereby
waive and relinquish any right to claim otherwise.
Neither anything contained in the preceding paragraph nor the exercise
of any right to arbitrate shall limit the right of you or use to (1) foreclose
against any real or personal property collateral by the exercise of the power of
sale under a deed of trust, mortgage, security deed, deed to secure debt, or
other security agreement or instrument or under applicable law; (2) exercise any
self-help remedies such as setoff or repossession; or (3) obtain provisional or
ancillary remedies such as replevin, injunctive relief, attachment, or
appointment of a receiver from a court having jurisdiction, before, during or
after the pendency of any arbitration proceeding. This arbitration provision
shall not be interpreted to require that any such remedies be stayed, abated or
otherwise suspended pending any arbitration or request for arbitration. The
exercise of a remedy shall not waive the right of either party to resort to
arbitration.
SECTION 31: GOVERNING LAW, ETC. This Agreement will be governed by the
law of the state named at the top of this Agreement. If any provision of this
Agreement is held to be invalid or unenforceable, the remaining provisions of
this Agreement will remain in full force and effect.
SECTION 32: INTEREST. All agreements made in this Agreement are
expressly limited so that in no event whatsoever shall the interest and loan
charges agreed to be paid to us for the use of the money advanced or to be
advanced hereunder exceed the maximum amounts collectible under applicable laws
in effect from time to time. If for any reason whatsoever the interest or loan
charges paid or contracted to be paid in respect of the indebtedness evidenced
hereby shall exceed the maximum amounts collectible under applicable laws in
effect from time to time, then IPSO FACTO, the obligations to pay such interest
and/or loan charges shall be reduced to the maximum amounts remaining unpaid
hereunder and/or refunded to you so that at no time shall the interest or loan
charges paid or payable in respect of the indebtedness evidenced hereby exceed
the maximum amounts permitted from time to time by applicable laws. This
provision shall control every other provision in any and all other agreements
and instruments now existing of hereafter arising between you and us with
respect to the indebtedness evidenced hereby.
SECTION 33: ARTICLE HEADINGS. All titles and paragraph headings
contained in this Agreement are for references only and shall not in any way
affect the meaning or interpretation of this Agreement.
SECTION 34: AUTHORIZED SIGNERS. The following persons ("Authorized
Signer(s)") are authorized to sign Access Checks until we receive written notice
from you (or, if you are a corporation, a corporate that such authority has been
revoked:
Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Signature /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------- -------------------
Name Signature
-------------------- -------------------
Name Signature
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SECTION 35: SIGNATURES. By signing this Agreement, you acknowledge
receipt of a copy of this Agreement and agree to be bound by its terms and
conditions.
CAUTION--IT IS IMPORTANT THAT YOU THOROUGHLY READ THE AGREEMENT
BEFORE YOU SIGN IT
FRESH BABIES, INC.
AN AFFILIATE OF THE ROSE GROUP CORPORATION, A DELAWARE CORPORATION
BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ [SEAL] [SEAL]
------------------------- ---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
ITS PRESIDENT
[SEAL] [SEAL]
-------------------------- ---------------------------------
If you have any questions about your Account, please write us at Revolving
Credit Center, ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ or telephone (205)
▇▇▇-▇▇▇▇.
YOUR BILLING RIGHTS-KEEP THIS NOTICE FOR FUTURE USE
If the Fair Credit Billing Act applies to any transactions under your
Account, this notice contains important information about your rights and our
responsibilities under the Fair Credit Billing Act.
NOTIFY US IN CASE OF ERRORS OR QUESTIONS
ABOUT YOUR STATEMENT
If you think your statement is wrong, or if you need more information about a
transaction on your statement, write us on a separate sheet at the address
listed on your statement. Write to us as soon as possible. We must hear from you
no later than 60 days after we sent you the first statement on which the error
or problem appeared. You can telephone us, but doing so will not preserve your
rights.
In your letter give us the following information:
(a) Your name and account number;
(b) The dollar amount of the suspected error;
(c) Describe the error and explain, if you can, why you believe there
is an error. If you need more information, describe the item you are not sure
about.
YOUR RIGHTS AND OUR RESPONSIBILITIES AFTER WE RECEIVE YOUR WRITTEN NOTICE
We must acknowledge your letter within 30 days, unless we have corrected the
error by then. Within 90 days, we must either correct the error or explain why
we believe the statement was correct.
After we receive your letter, we cannot try to collect any amount you
question or report you as delinquent. We can continue to ▇▇▇▇ you for the amount
you question, including finance charges, and we can apply any unpaid amount
against your credit limit. You do not have t pay any questioned amount while we
are investigating, but you are still obligated to pay the parts of your
statement that are not in question.
If we find that we made a mistake on your statement, you will not have to pay
any finance charges related to any questioned amount. If we didn't make a
mistake, you may have to pay finance charges, and you will have to make up any
missed payments on the questioned amount. In either case, we will send you a
statement of the amount you owe and the date that it is due.
If you fail to pay the amount that we think you owe, we may report you as
delinquent. However, if our explanation does not satisfy you and you write to us
within ten days telling us that you still refuse to pay, we must tell anyone we
report you to that you have a question about your statement. And, we must tell
you the name of anyone we reported you to. We must ell anyone we report you to
that the matter has been settled between us when it finally is.
If we don't follow these rules, we can't collect the first $50 of the
questioned amount, even if your statement was correct.
SPECIAL RULE FOR CREDIT CARD PURCHASES
If you have a problem with the quality of property or services that you
purchased with a credit card, and you have tried in god faith to correct the
problem with the merchant, you may have the right not to pay the remaining
amount due on the property or services. There are two limitations on this right:
(a) you must have made the purchase in your home state or, if not
within your home state, within 100 miles of your current mailing address; and
(b) the purchase price must have been more than $50.
These limitations do not apply if we own or operate the merchant, or if we
mailed you the advertisement for the property or services.
Addendum and Supplement
to
Business FlexLine of Credit Agreement
This Addendum is made and entered into on the 25th day of Jan. 99 between you
and AmSouth Bank and is incorporated into and made part of the Business FlexLine
of Credit Agreement (the "Agreement") signed by you on this date as fully and
completely as if the terms contained in the Addendum were set out completely in
the Agreement.
1. DEFINITIONS-All terms used in this Addendum that are defined in
the Agreement shall have the meaning given to them in the
Agreement.
2. DISCOUNTED ANNUAL PERCENTAGE RATE-No matter what Section 11 of the
Agreement says, until the first day of your seventh full billing
cycle, the ANNUAL PERCENTAGE RATE on your Account for each billing
cycle will be 6.75%. Beginning on the first day of your seventh
full billing cycle, the ANNUAL PERCENTAGE RATE on your account
will be determined in accordance with Section 11 of the Agreement.
The Annual Percentage Rate on your Account may increase on the first day of your
seventh billing cycle even if the Prime Rate in effect on that day remains the
same or decreases. The Agreement contains information on other circumstances
under which the Annual Percentage Rate may increase, any limitations on
increases in the Annual Percentage Rate, and the effects of the increases in the
Annual Percentage Rate.
3. NO OTHER CHANGES-Except as specifically changed in this Addendum,
all the terms, conditions and provisions contained in the
Agreement remain unchanged and in full force and effect.
FRESH BABIES, INC.
AN AFFILIATION OF THE ROSE GROUP CORPORATION
A DELAWARE CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Its: PRESIDENT