Exhibit 10.32
[Letterhead]
December 11, 1998
Xx. Xxxxxxxxx X. Xxxxxxxx
TDA Industries, Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Xxxx,
Reference is made to the Loan and Security Agreement (as amended from time to
time, the "Loan Agreement") dated July 8, 1997, by and between JEH
Acquisition Corp. ("the Borrower"), and Fleet Capital Corp. ("the Lender").
All capitalized terms used herein without definition shall have the meanings
ascribed to such terms in the Loan Agreement unless indicated otherwise.
Borrower has requested that Lender (a) waive its rights and remedies as a
result of a certain Events of Default existing under the Loan Agreement, and
(b) agree to modify certain provisions of the Loan Agreement. Lender has
agreed to grant Borrower's requests on the terms and conditions set forth
below.
In consideration of the mutual benefits to be derived hereby, Borrower and
Lender hereby agree as follows:
(1) Borrower acknowledges that it has failed to comply with the provisions of
Sections 8.2.10 Capital Expenditures and that the failure to comply with
such section constitutes an Event of Default under terms of the Loan
Agreement. Lender hereby waives the rights and remedies available to it
under the Loan Agreement as a result of such Event of Default for the
period ending June 30, 1998. Such waiver is effective only for the matters
expressly set forth herein for such period only and shall not be effective
as to any other Defaults or Events of Default under the terms of the Loan
Agreement or for any other period.
(2) Section 8.2.10 Capital Expenditures is hereby deleted in its entirety and
replaced by the following:
8.2.10 Capital Expenditures. Make non-financed Capital Expenditures (other
than payments on Capitalized Lease Obligations), which as to Borrower and/or
any of its subsidiaries exceed $600,000, during any fiscal year of Borrower
or be obligated for Capitalized Lease Obligations in
excess of $1,500,000 during any fiscal year of Borrower or any of its
subsidiaries.
(3) Section 4.1 Term of Agreement. Is amended and restated as follows:
Subject to Lender's right to cease making Loan's to Borrower upon or
after the occurrence of any Default or Event of Default, this Agreement
shall be in effect from the date hereof through and including October
22, 2003 (the "Original Term") and this Agreement shall automatically
renew for one (1) year periods thereafter (the "Renewal Terms"), unless
(a) the party which elects not to renew this Agreement gives at least
one hundred and eighty (180) days written notice thereof to the other
party prior to the expiration of the Original Term (or the then current
Renewal Term, as the case may be) or (b) this Agreement shall be sooner
terminated as provided in Section 4.2 hereof.
Except as expressly set forth herein, all terms and conditions of the Loan
Agreement shall remain in full force and effect without amendment,
modification or limitation of any kind.
Sincerely,
/s/ Xxx Xxxxxx
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Xxx Xxxxx Xxxxxx
Vice President
Accepted and Agreed:
JEH Acquisition Corp.
By: illegible
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Title: illegible
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