STERLING NATIONAL BANK LOCKBOX AGREEMENT
Exhibit
10.5
STERLING
NATIONAL BANK
We are
pleased to confirm that we have established a lockbox on your behalf whereby
your customers are to send their remittances to you in care of Post Office Box #
768 and we are to process all mail received at said post office box number in
accordance with the following terms and conditions.
1. Authorization: You will authorize the
postmaster to permit us access to post office
box
number 768 for receipt of lockbox remittances.
2. Notification: You will notify your clients
to send their remittances to:
CAPSTONE
INDUSTRIES, INC.
[Address
is deleted in this version]
3. Mail
Collections: Our
employees will collect mail from this post office box
in accordance with the Banks regular collection
schedule.
.
4. Endorsements: We will endorse all checks
received in the mail removed from the post
office
box for deposit in this Bank.
Disputed Payments-
Checks received with a letter containing a dispute
will be
deposited to your account and the correspondence will be
forwarded
to your attention.
Post Dated Checks-
Post dated checks will be accepted and deposited
to the
lockbox account subject to final collection.
All
regular items shall be endorsed as follows:
Credited
to Account of
Within
Named Payee.
Absence
of Endorsement Guaranteed
Sterling
National Bank
You shall
be liable to the Bank as a general endorser on all such items.
It is
agreed, however, that Sterling National Bank shall not be liable for any loss in
the event that any checks are inadvertently processed contrary to these
instructions.
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5. Deposits:
We will process the endorsed checks and credit the total amount to your account.
NOTE:
Proceeds of checks collected will be for the benefit of Sterling National
Bank
Such
processing, crediting and collection of items credited shall be subject to all
federal and state applicable laws, as well as all rules, regulations and
conditions of such account.
Furthermore,
credit to your account for such checks shall be at all times subject to final
collection.
6.Advices:
Advice of the total deposit accompanied by a copy of each check and all material
received to each processed payment will be sent daily, via e-mail to you at your
regular address or to such other address as you shall designate from time to
time. Please indicate if you need copies of the checks:
YES NO
7. Returned
Checks: Checks which are returned unpaid because of insufficient funds
will be forwarded a second time for collection. If unpaid upon the
second presentation, such checks, together with checks returned for any other
reason, will be charged back to your account and the checks together with
advices of debit and a service fee will be sent to you.
8. Fees:
These lockbox services will be performed for a fee of $_____ per month. This fee is
subject to change monthly. Fee includes, photocopy of deposited
check, original invoice, maintenance and P.O. Box rental charges.
9. Out-of-Pocket
Expense: We will charge your account for any out-of-pocket
expenses including postage due.
10. Indemnity:
You agreed to indemnity and save us harmless from and against any and all claims
asserted, or loss, damage or expense ( including counsel fees) suffered by us
arising out of or resulting from the transactions contemplated in this
agreement. You acknowledge that the Banks obligations and actions
hereunder are only as specifically provided, being purely ministerial in nature,
and that we shall have no liability whatever except for willful misconduct or
gross negligence.
11. Notices:
Any notice to the Bank shall be effective only if sent to and received by us,
addressed as follows:
Sterling
National Bank
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn:
Asset Based Lending Department
or to
such other address as we may hereafter specify in writing. Each said notice must
specify the post office box number, the account number and the branch where the
account is maintained. Any notice to you shall be effective when sent
to you at the address set forth above or to such other address as you may
hereafter specify in writing.
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12.
Miscellaneous: This agreement constitutes the entire agreement between us
and may only be changed, altered or amended in writing by either
party. Any provision hereof which may prove unenforceable under any
law shall not affect the validity of any other provision hereof. This
agreement shall be governed by and construed in accordance with the laws of the
State of New York and you hereby consent to the jurisdiction of any local, state
or federal court, located within the State of New York.
Kindly
indicate your agreement with the foregoing by signing and returning the
duplicate copy of this letter enclosed.
STERLING
NATIONAL BANK
By:________________________
Name:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:
Senior Vice President
Date: ,
2008
AGREED TO AND
ACCEPTED:
CAPSTONE
INDUSTRIES, INC.
By:__________________________
Name:
Title:
Date: ,
2008
AGREEMENT
OF CHDT
Receipt
of a copy of the foregoing Subordination Agreement is hereby acknowledged and
the contents thereof are hereby incorporated herein as if fully set forth and
consented to by CHDT.
WITNESS
OR ATTEST:
CHDT
CORPORATION
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By:_____________________ By:___________________________
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Name: Name:
Title:
Secretary Title:
President