June 15, 2001
Xx. Xxxxx Xxxxxxx
Chief Financial Officer
Rockshox, Inc.
1610 Garden of the Xxxx Xxxx
Xxxxxxxx Xxxxxxx, XX 00000
Re: Xxxxx Fargo Business Credit/Rockshox, Inc.
----------------------------------------------
Dear Xxxxx:
This letter is written in reference to the Amended and Restated Credit and
Security Agreement dated as of June 28, 2000 between Rockshox, Inc. (the
"Borrower") and Xxxxx Fargo Business Credit, Inc. (the "Lender") (as may be
-------- ------
amended or restated from time to time, the "Agreement"). All capitalized terms
---------
not defined in this letter have the meanings given to them in the Agreement.
You have asked the Lender to amend the Agreement to provide you with
additional credit, and the Lender is considering whether it will enter into an
amendment. In the meantime, the Lender is willing to accommodate you on the
terms set forth in this letter.
The Lender may in its discretion, as a special short-term accommodation,
make Revolving Advances in excess of the Borrowing Base in an amount not to
exceed One Million Two Hundred Thousand Dollars ($1,200,000) (individually and
collectively, the "Special Accommodation"); provided that no Revolving Advance
--------------------- --------
(including any Special Accommodation) shall be made in excess of the Maximum
Line. Each Special Accommodation shall be deemed to be a Revolving Advances
under the Agreement; provided however, that the Special Accommodation shall bear
-------- -------
interest at a rate equal to the Base Rate plus three percent (3%). You will
repay the Special Accommodation in full, together with accrued interest, upon
demand by the Lender at any time and in the Lender's sole discretion, but in any
event not later than August 31, 2001.
As consideration for the Special Accommodation, the Borrower agrees to pay
Lender an non-refundable accommodation fee in the amount of Twelve Thousand
Dollars ($12,000), which fee shall be fully earned and payable upon Borrower's
acceptance of this letter.
Except as modified by this letter, the provisions of the Agreement remain
unchanged and continue in full force and effect.
By your execution of this letter below, you confirm that no Default or
Event of Default exists under the Agreement (other than certain Defaults or
Events of Default which have been disclosed to Lender prior to the date hereof),
that the representations and warranties of the Borrower set forth in the
Agreement are true and correct on the date of this letter as if made on the date
of this letter, and that the Borrower has taken all corporate action necessary
in order to execute and deliver this letter and to perform its obligations under
this letter.
The Lender's willingness to extend the Special Accommodation is not a
waiver of any existing or future Events of Default. Upon the occurrence of any
Events of Default after the date of this letter, or in the event that the Lender
learns of any Event of Default that occurred prior to its date, the Lender shall
be free to exercise any and all of its various rights and remedies under the
Agreement. Furthermore, nothing contained in this letter shall diminish,
prejudice or waive any of Lender's rights and remedies under the Agreement or
applicable law, and Lender hereby reserves all of such rights and remedies.
Sincerely,
XXXXX FARGO BUSINESS CREDIT, INC.
By:_______________________________________
Name: _____________________________
Title: Portfolio Manager
ACCEPTED AND AGREED this 15 day of
June, 2001:
ROCHSHOX, INC.
By: ______________________________________
Name: ______________________________
Title: ______________________________
