Exhibit 10.17
[Bank One Letterhead]
September 10, 2001
Technical Consumer Products, Inc.
000 Xxxx Xxxxx
Xxxxxx, Xxxx 00000
Attn: President
RE: CREDIT AND SECURITY AGREEMENT DATED AUGUST 10, 2001 (THE "CREDIT
AGREEMENT") BETWEEN TECHNICAL CONSUMER PRODUCTS, INC. (THE "BORROWER")
AND BANK ONE, MICHIGAN (THE "BANK")
Ladies and Gentlemen:
By way of background, Section 7.2(F) of the Credit Agreement prohibits the
Borrower from, among other things, making any investment or purchasing any
securities of any other Person (as this and other capitalized terms used herein
and not be defined herein are defined in the Credit Agreement). You have advised
us that, on advice of counsel, you desire to change the state of your
incorporation from Ohio to Delaware. In anticipation of that change, you have
indicated your desire to form a Delaware corporation, having the name "Technical
Consumer Products, Inc." (the "Delaware Subsidiary"). At some time thereafter,
you also intend that the Borrower would merge into the Delaware Subsidiary (the
"Merger").
The Bank hereby consents to the Borrower's investment in the Delaware
Subsidiary and its acquisition of all of the issued and outstanding shares of
the Delaware Subsidiary, so long as the Borrower's investment therein (whether
in the form of purchase price for Stock, contribution to capital, advance of
indebtedness or otherwise) does not exceed $1,000 in the aggregate. This consent
is limited to the express provisions of the immediately preceeding sentence and
shall not be deemed to consent to the Merger. As we have discussed, the Bank's
consent to the Merger (and certain other actions contemplated in connection
therewith) shall be subject to the Borrower's and the Delaware Subsidiary's
performance and satisfaction of various conditions precedent and is expressed
reserve at this time.
Section 7.2(E) of the Credit Agreement prohibits the Borrower from
acquiring or retiring any of its Stock. You have advised us that the Borrower
desires to acquire some or all of the Borrower's stock owned by Xxxxxxx Xxxxx.
The Bank hereby consents to such acquisition so long as the aggregate
consideration paid by the Borrower in connection therewith does not exceed
$1,000.
Technical Consumer Products, Inc.
September 10, 2001
Page 2
Finally, in Section 6.1(G) of the Credit Agreement the Borrower represented
and warranted to the Bank that "100% of all outstanding shares of Stock of
Borrower are owned by Yan, Xxxxxxx Xxxx, Xxxxx Xxxxxxx and Xxxxxx Xxxxxx [sic]."
You have advised us that, in addition to the foregoing individuals, Xxxxxxxx
Xxxxxx also owns Stock of the Borrower (less than 2% of the issued and
outstanding Stock of the Company). By this letter, the Bank hereby waives any
and all Events of Default under Section 8.1(C) of the Credit Agreement that may
have occurred prior to the issuance of this letter by reference to the
Borrower's breach of warranty contained Section 6.1(G), through the omission
therefrom of Xx. Xxxxxx as a holder of Stock of the Borrower. In addition, by
this letter the Borrower and the Bank shall be deemed to have reformed and
amended the provisions of Section 6.1(G) of the Credit Agreement as of the date
of this letter to include Xx. Xxxxxx as a holder of Stock of the Borrower.
The foregoing consents and waivers are limited to their express terms and
shall not be construed to consent to any other action taken or proposed by the
Borrower, or to waive any other Event of Default that my heretofore have
occurred or hereafter may occur, and shall not be construed as a commitment or
undertaking by the Bank to grant additional consents or waivers in the future.
Kindly confirm the Borrower's receipt of this letter and its agreement to
the terms of this letter by signing a copy hereof on the space provided.
Very truly yours,
BANK ONE, MICHIGAN
By: /s/Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Vice President
CONFIRMATION
The Borrower hereby confirms its receipt of the foregoing letter and the
Borrower's agreement to the terms thereof this 10th day of September, 2001.
TECHNICAL CONSUMER PRODUCTS, INC.
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx, Vice President - Finance and Operations and Treasurer
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