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EXHIBIT 10.3
June 6, 2000
Horizon Medical Products, Inc.
Seven North Parkway Square
0000 Xxxxxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxxx Xxxx, Chief Executive Officer
Re: Amended and Restated Credit Agreement, dated as of May 26, 1998 (the
"Credit Agreement"), among Horizon Medical Products, Inc. (the
"Company") and Banc of America Commercial Finance Corporation,
formerly known as NationsCredit Commercial Corporation ("BACF"), as
Lender and Agent
Dear Xx. Xxxx:
Reference is made to the above-referenced Credit Agreement. All
capitalized terms used herein and not otherwise expressly defined herein shall
have the meaning given such terms in the Credit Agreement.
This letter shall confirm our agreement that:
(i) On or before July 6, 2000, the Company shall enter into
definitive agreements with its depository banks and BACF providing for
a new cash management system satisfactory to BACF, to include lockbox
arrangements whereby all proceeds of the Company's and its
Subsidiaries' accounts receivable, inventory and other Collateral shall
be deposited in one or more lockbox accounts under the sole dominion
and control of BACF, with all funds deposited in such lockbox accounts
to be transferred to BACF on each business day, and applied to repay
the outstanding obligations of the Company; and
(ii) On or before August 1, 2000, the Company shall cause the
new cash management system agreed to pursuant to paragraph (i) above to
be fully operational (including all lockbox accounts and daily sweep
arrangements); provided that, if the Company shall complete its
proposed recapitalization with *** on or before such date, BACF agrees
to waive compliance by the Company with this paragraph (ii) so long as
no Event of Default shall then exist.
Any failure by the Company to fully comply with the requirements of
paragraphs (i) and (ii) set forth above shall constitute an Event of Default
under the Credit Agreement and the other Financing Documents.
*** CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
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Horizon Medical Products, Inc.
June 6, 2000
Page 2
The Company further acknowledges that BACF presently has a first
priority, perfected lien and security interest in and to all of the Company's
bank accounts and all funds on deposit therein, and that, in the event an Event
of Default shall occur prior to the Company's compliance with the requirements
set forth above, or after any waiver of such compliance by BACF, BACF shall be
entitled to exercise all of its present rights and remedies with respect to such
bank accounts (including, without limitation, terminating all rights of the
Company to request or direct any transfer, withdrawal or other payment from any
such bank accounts, and exercising its right to direct all withdrawals,
transfers and payments to be made out of, or in connection, such bank accounts).
This letter embodies the entire agreement between the parties hereto
relating to the subject matter hereof and supersedes all prior agreements,
representations and understandings, if any, relating to the subject matter
hereof.
Please indicate your acceptance of the terms and conditions of this
letter by executing this letter in the space provided below and returning the
executed copy to us.
Very truly yours,
BANC OF AMERICA COMMERCIAL
FINANCE CORPORATION, formerly known
as Nations Credit Commercial Corporation
By: /s/ Xxxxxx X. Xxxx
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Title: Authorized Signatory
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AGREED TO AND ACCEPTED BY:
HORIZON MEDICAL PRODUCTS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx, Xx.
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Title: President
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