October 26, 1999
JACO ELECTRONICS, INC.
000 Xxxx Xxxxxx
Xxxxxxxxx, XX 00000
NEXUS CUSTOM ELECTRONICS, INC.
Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Gentlemen:
Reference is made to the Second Restated and Amended Loan and
Security Agreement in effect between GMAC Commercial Credit LLC (as successor by
merger to BNY Financial Corporation), the other Lenders and you, with an
effective date of September 13, 1995, as supplemented and amended from time to
time (the "Agreement") and more specifically to a letter amendment dated August
1, 1997 (the "Amendment"). Initially capitalized terms not defined herein shall
have the meanings ascribed to such terms in the Agreement or if applicable in
the Amendment.
It is hereby agreed by and between us that effective as of
September 1, 1999, that the first sentence of paragraph 21 of the Agreement, as
amended by the Amendment, is hereby amended to read, in its entirety as follows:
"This (Second Restated and Amended Loan and Security)
Agreement shall (subject to compliance with the Conditions Precedent)
become effective on the Closing Date hereof, without any interruption
or break in continuity (as more fully described in the second paragraph
hereof) and shall continue until the sixth anniversary of the Closing
Date."
Except as herein specifically amended, the Agreement and the
Amendment shall remain in full force and effect in accordance with their
original terms, except as previously amended.
If the foregoing accurately reflects our understanding, kindly
sign the enclosed copy of this letter and return it to our office as soon as
practicable.
Very truly yours,
GMAC COMMERCIAL CREDIT LLC (as successor by
merger to BNY FINANCIAL CORPORATION
as successor in interest to THE BANK OF NEW YORK
COMMERCIAL CORPORATION)
as Agent and Lender
By: /s/ Xxxxx Imperto
Title: Senior Vice President
FLEET BANK, N.A. f/k/a/
NATWEST BANK N.A., as Lender
By: /s/Xxxxx Xxxxxxxx
Title: Vice President
AGREED AND ACCEPTED:
JACO ELECTRONICS, INC.
By: /s/ Xxxxxxx X. Xxxx
Title: Secretary
NEXUS CUSTOM ELECTRONICS, INC.
By:/s/ Xxxxxxx X. Xxxx
Title: Vice President/Finance
Continued on Page 3.
We, the undersigned entities, as guarantors of the Obligations under the
Agreement, hereby agree to the above amendment to the Agreement and hereby
ratify and confirm that the guarantees shall continue to guaranty the
Obligations under the Agreement as amended in the preceding Amendment above, and
such guarantees shall remain in full force and effect and apply to the Agreement
as previously supplemented and amended and as amended above.
RATIFIED AND CONFIRMED:
XXXXXX, INC.
By: /s/ Xxxxxxx X. Xxxx
Title: Vice President/Finance
JACO OVERSEAS, INC.
By: /s/ Xxxxxxx X. Xxxx
Title: Vice President/Finance
QUALITY COMPONENTS, INC.
By: /s/ Xxxxxxx X. Xxxx
Title: Vice President/Finance
R.C. COMPONENTS, INC.
By: /s/ Xxxxxxx X. Xxxx
Title: Vice President/Finance
NEXUS CUSTOM ELECTRONICS, INC.
By: /s/ Xxxxxxx X. Xxxx
Title: Vice President/Finance
