LETTER AGREEMENT
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LETTER AGREEMENT
August 29, 2003
Special
Devices, Incorporated
00000 Xxxxx Xxxx Xxxx
Xxxxxxxx, XX 00000
Attn: Xxxxx Xxxxxx
Re: Credit Facility Provided by Xxxxx Fargo Foothill, Inc. to Special Devices Incorporated
Ladies and Gentlemen:
This letter agreement (this "Letter Agreement") is entered into by and between Special Devices, Incorporated, a Delaware corporation (the "Company"), and Xxxxx Fargo Foothill, Inc. (fka Foothill Capital Corporation, the "Lender"). Reference is made to that certain Loan and Security Agreement dated as of June 27, 2001, between the Company and Lender, as amended by those certain letter agreements dated as of July 17, 2002, October 23, 2002, March 28, 2003, June 13, June 24, 2003, and July 29, 2003 (as amended, the "Loan Agreement"). Capitalized terms used but not otherwise defined in this Letter Agreement shall have the meanings ascribed to them in the Loan Agreement. The term "Loan Documents" as defined in the Loan Agreement is hereby amended and supplemented to include this Letter Agreement.
Borrower and Lender have executed a Consent and Amendment No. 1 to Loan Documents, dated as of April 16, 2003 ("Amendment No. 1"), which has not become effective because the conditions precedent to its effectiveness have not been satisfied. Borrower is required to cause Amendment No. 1 to become effective by August 31, 2003. At Borrower's request, Lender hereby agrees to allow Amendment No. 1 to become effective no later than September 30, 2003. Borrower shall cause Amendment No. 1 to become effective no later than September 30, 2003.
Except as specifically set forth above and as set forth in other amendments and agreements in writing between the parties in accordance with Section 15.1 of the Loan Agreement, the respective rights and obligations of the parties under the Loan Agreement shall remain unchanged.
This Letter Agreement may be executed in counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same instrument. The terms and conditions of the Loan Agreement are hereby incorporated by reference into this Letter Agreement.
This Letter Agreement shall become effective upon the Company returning a executed copy of this Letter Agreement to Lender.
Please indicate your agreement by signing in the space provided below.
| Very truly yours, | ||||
XXXXX FARGO FOOTHILL, INC. |
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/s/ XXXX XXXXXX |
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AGREED AND ACKNOWLEDGED: |
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SPECIAL DEVICES, INCORPORATED |
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By: |
/s/ XXXXX X. XXXXXX |
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| Name: | XXXXX X. XXXXXX |
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| Title: | VICE PRESIDENT FINANCE |
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| Date: | SEPTEMBER 3, 2003 |
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