Exhibit 10
Private Client Group
Xxxxxxx Xxxxx Business
Financial Services, Inc.
00 Xxxx Xxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
312/845-1020
FAX 312/000-0000
Exactech, Inc.
0000 XX 0xx Xxxxxx, Xxxxx X
Xxxxxxxxxxx, XX 00000
Re: WCMA Line of Credit Extension
Ladies And Gentlemen:
This Letter Agreement will serve to confirm certain agreements of Xxxxxxx Xxxxx
Business Financial Services Inc. ("MLBFS") and Exactech, Inc. ("Customer") with
respect to: (i) that certain WCMA AND TERM LOAN AND SECURITY AGREEMENT NO.
9504550701 between MLBFS and Customer (including any previous amendments and
extensions thereof), and (ii) all other agreements between MLBFS and Customer in
connection therewith (collectively, the "Loan Documents"). Capitalized terms
used herein and not defined herein shall have the meaning set forth in the Loan
Documents.
Subject to the terms hereof, effective as of the "Effective Date" the Loan
Documents are hereby amended as follows:
1. The term "Maturity Date" shall mean June 30, 1998.
2. The "Line Fee" for the period ending June 30,1998, shall be $30,000.00.
Customer hereby authorizes and directs MLBFS to charge (I) $15,000.00 to WCMA
Account No. 750-07R53 on or at any time after the Effective Date and (ii)
$15,000.00 to WCMA Account No. 750-07R53 on or at any time after June 30,
1997.
3. The "tangible net worth" of Customer, consisting of Customer's net worth as
shown on Customer's regular financial statements prepared in a manner
consistent with the terms hereof, but excluding an amount equal to : (i) any
assets which are ordinarily classified as "intangible" in accordance with
generally accepted accounting principles, and (ii) any amounts now or
hereafter directly or indirectly owing to Customer by officers, shareholders
or affiliates of Customer, shall at all times exceed $5,000,000.00.
4. Customer shall not directly or indirectly acquire or invest in any other
entity without the prior written approval of MLBFS.
5. The term "Maximum WCMA Line of Credit" shall mean $3,000,000.00.
Except as expressly modified hereby, the Loan Documents shall continue in full
force and effect upon all of their terms and conditions.
Exhibit 10 (Cont)
Customer acknowledges, warrants and agrees, as a primary inducement to MLBFS to
enter into this Agreement, that: (i) no default or Event of Default has occurred
and is continuing under the Loan Documents; (ii) each of the warranties of
Customer in the Loan Documents are true and correct as of the date hereof; and
Customer does not have any claim against MLBFS or any of its affiliates arising
out of or in connection with the Loan Documents or any other matter whatsoever;
and (iv) Customer does not have any defense to payment of any amounts owing, or
any right of counterclaim for any reason under, the Loan Documents.
The amendments and agreements in this Letter Agreement will become effective on
the date (the "Effective Date") upon which: (i) Customer shall have executed and
returned the duplicate copy of this Letter Agreement enclosed herewith; (ii) an
officer of MLBFS shall have reviewed and approved this Letter Agreement as being
consistent in all respects with the original internally authorization hereof;
and (iii) to the extent applicable, MLBFS shall have entered such amendments and
agreements in its computer system (which MLBFS agrees to do promptly after the
receipt of such executed duplicate copy). Notwithstanding the foregoing, if for
any reason other than the sole fault of MLBFS the Effective Date shall not occur
within 40 days from the date of this Letter Agreement, then all of said
amendments and agreements herein will, at the sold option of MLBFS, be void.
Very truly yours,
Xxxxxxx Xxxxx Business Financial Services Inc.
By: Xxxx X. Xxxxxxx
Credit Services Account Manager
Accepted:
Exactech, Inc.
By: Xxxx X. Xxxxxxxx 7/29/96
Treasurer
