September 28, 2000
JACO ELECTRONICS, INC. ("Jaco")
145 Oser Avenue
Hauppauge, NY 11788
NEXUS CUSTOM ELECTRONICS, INC. ("Nexus")
Prospect Street
Brandon, VT 05733
INTERFACE ELECTRONICS, INC. ("Interface")
124 Grove Street
Franklin, MA 02028
Gentlemen:
Reference is made to the Second Restated and Amended Loan and
Security Agreement in effect between us as successor by merger to BNY Financial
Corporation which was merged into GMAC Commercial Credit LLC ("GMAC"), as Agent
and Lender, and Fleet Bank, N.A., f/k/a Natwest Bank, N.A ("Fleet") as Lender,
dated September 13, 1995, as supplemented and amended from time to time, (the
"Agreement"). Both GMAC and Fleet may hereinafter be referred to jointly as the
"Lenders", and individually, as a "Lender". Initially capitalized terms not
defined herein shall have the meanings ascribed to such terms in the Agreement.
WHEREAS, you have requested that we amend the Agreement so as
to increase the Maximum Loan Amount for each Lender from $25,000,000 to
$30,000,000, for a total amount of $60,000,000 for the period
commencing with the date of this letter and terminating on January 31,
2001 (the "Temporary Increase Period"); and.
WHEREAS, the Lenders are willing to agree to such an increase
in the Maximum Loan Amount for each Lender, subject to the terms and
conditions hereof, and
NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:
1. Effective as of the date hereof, and only for the
Temporary Increase Period, the Agreement shall be
amended by replacing the phrase "$25,000,000" appearing
next to the phrase "Maximum Loan Amount" underneath the
signature of each Lender, with the phrase
"$30,000,000". At the end of the Temporary Increase
Period, the Debtor shall repay all excess amounts
outstanding so that the amended figures described above
revert to the original amounts as in effect before the
commencement of the Temporary Increase Period.
2. It is hereby agreed by and between us that as of the
date hereof the first sentence of paragraph 21 of the
Agreement, as amended, is hereby amended to read in its
entirety as follows:
"This (Second Restated and Amended Loan and Security)
Agreement shall (subject to compliance with the
Conditions Precedent) become effective on the Closing
Date hereof, without any interruption or break in
continuity (as more fully described in the second
paragraph hereof) and shall continue until the seventh
anniversary of the Closing Date."
3. By their signatures below, Jaco, Nexus and Interface
hereby ratify the Agreement and agree to be jointly and
severally liable for all Obligations under the
Agreement and agree that all of the outstanding amounts
of the Loans under the Agreement, as of the date
hereof, shall be valid and binding Obligations of each
of them, and shall be deemed Obligations outstanding
under the Agreement, and hereby agree and promise to
repay to the Agent, for the benefit of the Lenders,
such Obligations (including but not limited to all
applicable interest) in accordance with the terms of
the Agreement, but in no event, later than the
Termination Date (for purposes hereof, "Termination
Date" shall mean September 14, 2002, or any extended
termination date, or any earlier termination date,
whether by acceleration or otherwise).
4. By their signatures below, Jaco, Nexus and Interface
hereby ratify and affirm to the Agent that as of the
date hereof, they are in full compliance with all
covenants under the Agreement and certify that all
representations and warranties of the Agreement are
true and accurate as of the date hereof, with the same
effect as if they had been made as of the date hereof.
Except as herein specifically amended, the Agreement shall
remain in full force and effect in accordance with its original terms, except as
previously amended.
If the foregoing accurately reflects our understanding, kindly
sign the enclosed copy of this letter and return it to our office as soon as
practicable.
Very truly yours,
GMAC COMMERCIAL CREDIT LLC
By:/s/ Frank Imperato
Title: Senior Vice President
AGREED AND ACCEPTED:
JACO ELECTRONICS, INC. FLEET BANK, N.A.
By:/s/ Jeffrey D. Gash By: /s/ Alice Adleberg
Title: Vice President Title: Vice President
NEXUS CUSTOM ELECTRONICS, INC. INTERFACE ELECTRONICS CORP.
By: /s/ Jeffrey D. Gash By: /s/ Jeffrey D. Gash
Title: Vice President Title: Vice President
