EXHIBIT 10.45
October 23, 2001
Universal Electronics, Inc.
0000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Re: Extension of Bank of America Financing
Ladies and Gentlemen
Reference is hereby made to that certain Revolving Loan and Security
Agreement dated as of October 2, 1998 (the "Loan Agreement") between Universal
Electronics, Inc. (the "Borrower") and Bank of America National Trust and
Savings Association, now known as Bank of America, N.A. (the "Bank") as
amended: Capitalized terms contained in this letter agreement shall have the
respective meanings herein as such terms have in the Loan Agreement.
The Borrower has requested the Bank to extend the Termination Date under
the Loan Agreement from October 23, 2001 to December 23, 2001. The Bank hereby
agrees to so extend the Termination Date to December 23, 2001, subject to the
terms of this letter agreement.
As an inducement to the Bank to so extend the Termination Date, the
Borrower hereby represents and warrants to the Bank that after giving effect to
this letter agreement, neither an Event of Default nor an Unmatured Event of
Default has occurred and is continuing. The Borrower hereby makes to the Bank
each of the representations and warranties set forth in the Loan Agreement on,
and as of, the date hereof, other than such representations and warranties
which, by their terms, relate to a specific date, which are so made of such
date.
The Borrower hereby agrees to pay all costs and expenses of the Bank
incurred in connection with the negotiation and delivery of this letter
agreement, including reasonable costs and expenses of counsel to the Bank.
Except as amended hereby, all terms and conditions of the Loan Agreement
shall remain in effect.
Universal Electronics, Inc.
October 23, 2001
Page 2
Please confirm your agreement with the terms hereof by executing one
copy of this letter agreement and returning such copy to the Bank.
Yours truly,
BANK OF AMERICA, N.A.
By: /s/ Xxxxxxx Xxxxxxxxxx
-----------------------------
Title: Vice President
--------------------------
Accepted and Agreed
As of October 23, 2001
UNIVERSAL ELECTRONICS, INC.
By: /s/ Xxxx Xxxxxxxxx
---------------------------
Title: CFO
------------------------
