As of September 12, 2006
Misonix, Inc.
0000 Xxx Xxxxxxx
Xxxxxxxxxxx, Xxx Xxxx 00000
RE: Bank of America, N.A., as successor by merger to Fleet National Bank with
Misonix, Inc.
Reference is made to the Loan and Security Agreement dated as of
January 18, 2002 by and between MISONIX, INC. , a New York corporation having a
place of business at with offices at 0000 Xxx Xxxxxxx, Xxxxxxxxxxx, Xxx Xxxx
00000 (the "Debtor") and FLEET NATIONAL BANK, having a place of business at 000
Xxxxx Xxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000 (the "Secured Party"), as amended by
Amendment No. 1 to the Loan and Security Agreement dated on or about November
11, 2002, as further amended by Amendment No. 2 to the Loan and Security
Agreement dated June 20, 2003, as further amended by Amendment No. 3 to the Loan
and Security Agreement dated as of January 18, 2005, as further amended by
Amendment No. 4 to the Loan and Security Agreement dated as of February 18,
2005, as further amended by Amendment No. 5 to the Loan and Security Agreement
dated as of February 14, 2006, as further amended by Amendment No. 6 to the Loan
and Security Agreement dated on or about May 11, 2006, as may be further amended
from time to time (the aforesaid agreement, including all amendments thereto,
the "Agreement"). All capitalized terms not otherwise defined herein shall have
the meanings set forth in the Agreement.
Debtor has requested that Secured Party waive Debtor's compliance, for
the period ended June 30, 2006 Debtor's compliance with paragraphs 9.26(b),
9.26(c) and 9.26(e) and the Secured Party has agreed to do so provided that
Debtor execute and deliver this letter agreement to the Secured Party.
The waiver herein is limited to the waiver of paragraphs 9.26.(b), 9.26
(c) and 9.26.(e) of the Agreement for the periods specified only; this waiver
agreement shall not be construed to waive any other provision of the Agreement,
or to waive compliance paragraphs 9.26.(b), 9.26 (c) and 9.26.(e) of the
Agreement for a period other than as provided herein, or to waive any default
under the Agreement or other Transaction Documents which has occurred or shall
occur.
As an inducement to Secured Party entering into this waiver agreement,
the Debtor represents and warrants to Secured Party that (a) the representations
and warranties set forth in the Agreement and other Transaction Documents are
true and correct in all material respects, (b) no event has occurred and is
continuing, which constitutes an "Event of Default" under the Agreement and/or
the other Transaction Documents, (c) Debtor is in compliance, in all material
respects, with the covenants and agreements set forth in the Agreement and/or
the other Transaction Documents, and (d) Debtor, upon receipt of this waiver
agreement, will pay to Secured Party a fee of seven thousand five hundred
($7,500.00) dollars.
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All capitalized terms not otherwise defined herein shall have
the meanings set forth in the Agreement. Except as expressly permitted herein,
all other provisions of the Agreement and the other Transaction Documents remain
unmodified and are in full force and effect.
BANK OF AMERICA, N.A., as successor
by merger to Fleet National Bank
By:/s/ Xxxxxx Xxxxx
--------------------------------------
Name: Xxxxxx Xxxxx
Title: Senior Vice President
MISONIX, INC.
By:/s/ Xxxxxxx X. XxXxxxx, Xx.
-----------------------------------------
Name: Xxxxxxx X. XxXxxxx, Xx.
Title: President and Chief Executive Officer
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