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EXHIBIT 10.37
[THE TRADE BANK LETTERHEAD]
January 22, 1998
Jalate, Ltd.
0000 Xxxxxxxx Xx.
Xxxx xx Xxxxxxxx, XX 00000
Attn: Xxxxxxxxx X. Xxxxxxx
RE: Credit Agreement dated as of January 21, 1998
(the "Credit Agreement") by and between Jalate, Ltd.
("Jalate") and Xxxxx Fargo HSBC Trade Bank, N.A.
(the "Bank")
Dear Xx. Xxxxxxx:
This letter is in reference to the above-described Credit Agreement. The
Bank understands that Xxxxxx intends to sell and issue to certain lenders (the
"Lenders") $950,000 aggregate principal amount of 10% subordinated secured
promissory notes (the "Notes"). A copy of the form of the Notes in
substantially its final form is attached to this letter as Exhibit A. The Bank
further understands that Xxxxxx will execute a Security and Pledge Agreement
(the "Security Agreement") pursuant to which Jalate will pledge as collateral
for the Notes (i) all of the capital stock of Air Shop Ltd. ("Air Shop") now or
hereafter acquired by Xxxxxx and (ii) all of Xxxxxx's rights under that certain
letter agreement (the "Letter Agreement") among Xxxxxx, Xxxxxxxxx Xxxxxxx and
Air Shop dated October 17, 1997 with respect to the investment by Xxxxxx in Air
Shop. A copy of the form of the Security Agreement in substantially its final
form is attached hereto as Exhibit B.
To the extent required by the terms of the Credit Agreement, the Bank
hereby consents to the sale and issuance of the Notes (in substantially the
form attached hereto) by Jalate to the Lenders and the grant of the security
interests provided for in the Security Agreement (in substantially the form
attached hereto). In addition, the Bank hereby waives any security interest it
may otherwise have in the collateral provided for in the Security Agreement.
Very truly yours,
XXXXX FARGO HSBC
TRADE BANK, N.A.
/s/ Xxxx Xxxxxxxxxx
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Xxxx Xxxxxxxxxx
Vice President
