EXHIBIT 99.1
Dated as of
October 22, 2001
Sunrise Technology International, Inc.
0000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xx. Xxxx Xxxxxxx, Chairman, President, and CEO
Re: Sunrise Technology International, Inc. ("Borrower"); Xxxxx X.
Xxxxxx, an individual ("Guarantor"); and Silicon Valley Bank
("Bank").
Ladies and Gentlemen:
Reference is hereby made to that certain Loan and Security Agreement,
dated as of June 29, 2000, between Borrower and Bank, as amended by that certain
Loan Modification Agreement, dated September 20, 2000, the Extension and
Modification Agreement, dated June 22, 2001, the Amendment Number One to
Extension and Modification Agreement, dated August 3, 2001, the Extension Letter
Agreement, dated August 26, 2001, the Extension Letter Agreement, dated as of
September 10, 2001, and by the Extension Letter Agreement, dated as of September
20, 2001 (as amended, the "Loan Agreement"). Capitalized terms used in this
letter agreement (the "Extension Letter Agreement") are defined in the Loan
Agreement unless specifically defined herein.
On October 6, 2001, the Obligations matured and became due and payable.
Borrower and Guarantor have requested Bank to extend the Revolving Maturity Date
to November 30, 2001. Bank has agreed to extend the Revolving Maturity Date to
November 30, 2001, subject to the terms of this Extension Letter Agreement:
1. EXTENSION DATE. Bank agrees to extend the Revolving Maturity Date to
November 30, 2001 (the "Extension Date"). Accordingly, the outstanding
Obligations, including, but not limited to, all accrued and unpaid interest and
fees, shall be due and payable in full, without notice or demand, on November
30, 2001.
2. EXTENSION PAYMENT. In order to induce Bank to enter into this
Extension Letter Agreement, Borrower hereby agrees to make a payment to Bank of
not less than $500,000 or before October 23, 2001 (the "Extension Payment").
Upon receipt by Bank of the Extension Payment, Bank shall release Bank's
security interest in the receivable due and owing from C-MAC, Inc. (formerly
known as A-Plus Manufacturing, Inc.) to Borrower under that certain
Manufacturing Agreement, dated as of August 2, 2001, as amended from time to
time. Borrower and Guarantor acknowledge that any failure to perform any of
their obligations under this Extension Letter Agreement, the Loan Agreement, or
any Loan Documents shall be deemed an Event of Default under the Loan Agreement
and Guaranty and shall terminate Bank's agreement to extend the Revolving
Maturity Date to the Extension Date.
3. CONDITION. The effectiveness of this Extension Letter Agreement is
expressly conditioned upon the following:
(a) On or before November 15, 2001, Bank shall have received a
copy of a letter from Kingman Hawkes ("KH") (i) detailing KH's intention to
consummate the Refinance Transaction;
(b) Receipt by Bank of the Extension Payment;
(c) Receipt by Bank of a copy of that certain Amendment Number
One to Manufacturing Agreement, dated as of October 19, 2001, by and between
Borrower and C-MAC West Coast Operations, Inc.; and
(d) Receipt by Bank of an executed copy of this Extension
Letter Agreement.
4. COSTS AND EXPENSES. Borrower shall pay to Bank all of Bank's
out-of-pocket costs and expenses (including, without limitation, the fees and
expenses of its counsel, which counsel may include any local counsel deemed
necessary, documentation fees, and other fees) arising in connection with the
preparation, execution, and delivery of this Extension Letter Agreement and all
related documents.
5. MISCELLANEOUS. Except as specifically amended herein, all other
terms and provisions of the Loan Agreement, as amended from time to time, shall
remain in full force and effect.
Very truly yours,
BANK:
SILICON VALLEY BANK
By:
Name:
Title:
Agreed and Accepted as
of October 23, 2001
BORROWER:
SUNRISE TECHNOLOGY INTERNATIONAL, INC.
By:
Name:
Title:
GUARANTOR:
Guarantor hereby confirms that his guaranty
remains in full force and effect.
______________________________
XXXXX X. XXXXXX
