EXHIBIT 10.1
PRIVATE CLIENT GROUP
XXXXXXX XXXXX BUSINESS
FINANCIAL SERVICES, INC.
00 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
312/845-1020
FAX 312/000-0000
Exactech, Inc.
0000 XX 00xx Xxxxx
Xxxxxxxxxxx, XX 00000
RE: WCMA LINE OF CREDIT EXTENSION
Ladies And 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 or
any party who has guaranteed or provided collateral for Customer's obligations
to MLBFS (a "Guarantor") 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) Customer's principal office and address is hereby amended to read:
0000 XX 00xx Xxxxx
Xxxxxxxxxxx, XX 00000
Said new location shall now be a "location of Tangible Collateral".
(b) The "Maturity Date" of the WCMA Line of Credit is hereby extended to June
30, 2000.
(c) The "Maximum WCMA Line of Credit" is hereby increased to $6,000,000.00.
(d) The annual "Line Fee" during the period ending June 30, 2000, shall be
$30,000.00. Customer hereby authorizes and directs MLBFS to charge said amount
to WCMA Account No. 750-07R53 on or at any time after the Effective Date, and
again at the expiration of each year of the renewal term.
(e) In addition to existing requirements, within 45 days after the close of each
fiscal quarter of Customer, Customer shall furnish or cause to be furnished to
MLBFS an aging of Accounts and Chattel Paper and an Inventory report for
Customer as of the end of such fiscal quarter, all in reasonable detail and
certified by its chief financial officer.
Except as expressly modified hereby, the Loan Documents shall continue in full
force and effect upon all of their terms and conditions.
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EXHIBIT 10.1 (CONT)
By their execution of this Letter Agreement, the below-named Guarantors hereby
consent to the foregoing modifications to the Loan Documents, and hereby agree
that the "Obligations" under their Unconditional Guaranty shall extend to and
include the Obligations of Customer under the Loan Documents, as mended hereby.
Customer and said Guarantors acknowledge, warrants and agree, 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; (c) neither Customer nor any of said Guarantors 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) neither Customer nor any
of said Guarantors have any defense to payment of any amounts owing, or any
right of counterclaim for any reason under, the Loan Documents.
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 and the Guarantors shall have
executed and returned the duplicate copy of this Letter Agreement enclosed
herewith; (b) MLBFS shall have received a check made payable to CSC, The United
States Corporation, in the amount of $10,500.00 representing documentary stamp
tax required by Secretary of State, Florida; and (c) an officer of MLBFS shall
have reviewed and approved this Letter Agreement as being consistent in all
respects with the original internally authorization hereof.
Notwithstanding the foregoing, if Customer and the Guarantors do 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 herein will, at the sole option of MLBFS, be void.
Very truly yours,
Xxxxxxx Xxxxx Business Financial Services Inc.
By: Xxxx X. Xxxxxxx
Credit Services Account Manager
Accepted:
Exactech, Inc.
By: Xxxx X. Xxxxxxxx 7/18/98
Chief Financial Officer
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