EXHIBIT 10.67
Private Client Group
Xxxxxxx Xxxxx Business
Financial Services Inc.
000 Xxxxx XxXxxxx Xxxxxx
17th Floor
[XXXXXXX XXXXX LOGO] Xxxxxxx, Xxxxxxxx 00000
(000) 000-0000
FAX: (000)000-0000
June 22, 2000
Exactech, Inc.
0000 X.X. 00xx Xxxxx
Xxxxxxxxxxx, XX 00000
Re: Amendment to Loan Documents
Ladies & Gentlemen:
This Letter Agreement will serve to confirm certain agreements of Xxxxxxx Xxxxx
Business Financial Services Inc. ("MLBFS") and Exactech, Inc. ("Customer") with
respect to: (i) that certain WCMA AND TERM LOAN AND SECURITY AGREEMENT No.
9504550701 between MLBFS and Customer (including any previous amendments and
extensions thereof), and (ii) all other agreements between MLBFS and Customer in
connection therewith (collectively, the "Loan Documents"). Capitalized terms
used herein and not defined herein shall have the meaning set forth in the Loan
Documents.
Subject to the terms hereof, effective as of the "Effective Date" (as defined
below), the Loan Documents are hereby amended as follows:
(a) The term "Interest Rate" shall mean a variable per annum rate of interest
equal to the sum of 2.30% and the 30-day Dealer Commercial Paper Rate. The
"30-day Dealer Commercial Paper Rate" shall mean, as of the date of any
determination, the interest rate from time to time published in the "Money
Rates" section of The Wall Street Journal for 30-day high-grade unsecured notes
sold through dealers by major corporations. The Interest Rate will change as of
the date of publication in The Wall Street Journal of a 30-day Dealer Commercial
Paper Rate that is different from that published on the preceding Business Day.
In the event that The Wall Street Journal shall, for any reason, fail or cease
to publish the 30-day Dealer Commercial Paper Rate, MLBFS will choose a
reasonably comparable index or source to use as the basis for the Interest Rate.
Except as expressly amended hereby, the Loan Documents shall continue in full
force and effect upon all of their terms and conditions.
Customer acknowledges, warrants and agrees, as a primary inducement to MLBFS to
enter into this Agreement, that: (a) no Default or Event of Default has occurred
and is continuing under the Loan Documents; (b) each of the warranties of
Customer in the Loan Documents are true and correct as of the date hereof and
shall be deemed remade as of the date hereof; (c) Customer does not have any
claim against MLBFS or any of its affiliates arising out of or in connection
with the Loan Documents or any other matter whatsoever; and (d) Customer does
not have any defense to payment of any amounts owing, or any right of
counterclaim for any reason under, the Loan Documents.
Exactech, Inc.
June 22, 2000
Page No. 2
Provided that no Event of Default, or event which with the giving of notice,
passage of time, or both, would constitute an Event of Default, shall then have
occurred and be continuing under the terms of the Loan Documents, the amendments
and agreements in this Letter Agreement will become effective on the date (the
"Effective Date") upon which: (a) Customer shall have executed and returned the
duplicate copy of this Letter Agreement enclosed herewith; and (b) an officer of
MLBFS shall have reviewed and approved this Letter Agreement as being consistent
in all respects with the original internal authorization hereof.
Notwithstanding the foregoing, if Customer does not execute and return the
duplicate copy of this Letter Agreement within 14 days from the date hereof, or
if for any other reason (other than the sole fault of MLBFS) the Effective Date
shall not occur within said 14-day period, then all of said amendments and
agreements will, at the sole option of MLBFS, be void.
Very truly yours,
Xxxxxxx Xxxxx Business Financial Services Inc.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Xxxxxx X. Xxxxxxx
Senior Relationship Manager
Accepted:
Exactech, Inc.
By: /s/ Xxxx X. Xxxxxxxx
------------------------------
Printed Name: Xxxx X. Xxxxxxxx
Title: Chief Financial Officer
