Heller Financial, Inc. 500 West Monroe Chicago, Illinois 60661 November 15, 2002

Exhibit 10.9

Xxxxxx Financial, Inc.
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000



November 15, 2002

The "Borrowers" party to the "Loan Agreement"
referred to below
c/o Recoton Corporation
0000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxxxxx

Re:   InterAct Sale Covenant

Dear Xx. Xxxxxxx:

        Reference is hereby made to that certain Loan Agreement dated as of October 31, 2000 by and among Recoton Corporation, a New York corporation (“Recoton”), InterAct Accessories, Inc., a Delaware corporation (“InterAct”), Recoton Audio Corporation, a Delaware corporation (“Audio”), AAMP of Florida, Inc., a Florida corporation (“AAMP”), Recoton Home Audio, Inc., a California corporation (“RHAI”), Recoton Accessories, Inc., a Delaware corporation (“Recoton Accessories”) and Recoton Mobile Electronics, Inc., a Delaware corporation (“Mobile Electronics”, and together with Recoton, InterAct, Audio, AAMP, RHAI and Recoton Accessories collectively, the “Borrowers”), the Guarantors party thereto, the Lenders party thereto, Xxxxxx Financial, Inc., a Delaware corporation, for itself as a Lender and as “Administrative Agent” and “Senior Agent” and General Electric Capital Corporation, a New York corporation for itself as a Lender and as “Collateral Agent” and “Syndication Agent” (the Administrative Agent, Senior Agent, Collateral Agent and Syndication Agent are sometimes referred to herein as the “Agents”) (as amended, restated, supplemented or otherwise modified, the “Loan Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Loan Agreement.

        Pursuant to the Borrowers’ request, and conditioned upon the Administrative Agent’s receipt of counterparts of this Letter Agreement executed and delivered by each of the Requisite Lenders, the Borrowers and the Guarantors, the due date for the delivery by the Administrative Borrower to the Administrative Agent of a definitive agreement with respect to the sale of InterAct International, which was originally October 30, 2002 pursuant to clause (iii) of Section 4(f) of Waiver and Amendment No. 6 to the Loan Agreement and was extended to November 15, 2002 pursuant to Section 7 of Amendment No. 14 to the Loan Agreement, is hereby extended to, and shall be delivered on or before, November 27, 2002.

*      *      *

Very truly yours,

XXXXXX FINANCIAL, INC., individually and as Senior Agent and Administrative Agent



By: /s/ Xxxx Xxxxxx
Name:   Xxxx Xxxxxx
Title:   Senior Vice President

Agreed and Accepted this 15th day of November, 2002:

BORROWERS: RECOTON CORPORATION



By: /s/ Xxxxxx Xxxxxxx
Name:   Xxxxxx Xxxxxxx
Title:   Executive Vice President - Finance


INTERACT ACCESSORIES, INC. RECOTON AUDIO CORPORATION AAMP OF FLORIDA, INC. RECOTON HOME AUDIO, INC. RECOTON ACCESSORIES, INC. RECOTON MOBILE ELECTRONICS, INC.


By: /s/ Xxxxxx Xxxxxxx
Name:   Xxxxxx Xxxxxxx
Title:   Vice President

GUARANTORS: CHRISTIE DESIGN CORPORATION RECOTON INTERNATIONAL HOLDINGS, INC. RECOTON JAPAN, INC. RECONE, INC. RECOTON CANADA LTD. INTERACT CANADA, LTD. INTERACT INTERNATIONAL, INC. INTERACT HOLDINGS, INC. INTERACT TECHNOLOGIES, INC.


By: /s/ Xxxxxx Xxxxxxx
Name:   Xxxxxx Xxxxxxx
Title:   Vice President


GENERAL ELECTRIC CAPITAL CORPORATION, individually and as Collateral Agent and Syndication Agent


By: /s/ Xxxx Xxxxxx
Name:   Xxxx Xxxxxx
Title:   Authorized Signatory


THE CIT GROUP / BUSINESS CREDIT, INC.


By: /s/ Xxxxxxx Xxxxxxxxx
Name:   Xxxxxxx Xxxxxxxxx
Title:   Vice President


GUARANTY BUSINESS CREDIT CORPORATION


By: /s/ Xxxxx X. Xxxxxx
Name:   Xxxxx X. Xxxxxx
Title:   Senior Vice President


FOOTHILL CAPITAL CORPORATION


By: /s/ Xxxxxx X. Xxxxxxx
Name:   Xxxxxx X. Xxxxxxx
Title:   Senior Vice President


CITIZENS BUSINESS CREDIT


By: /s/ Xxxxxx X. Xxxx
Name:   Xxxxxx X. Xxxx
Title:   Vice President


WASHINGTON MUTUAL BANK


By: /s/ Xxxxx X. Xxxx
Name:   Xxxxx X. Xxxx
Title:   Vice President


SIEMENS FINANCIAL SERVICES, INC.


By: /s/ Xxxxx Xxxxxx
Name:   Xxxxx Xxxxxx
Title:   Vice President - Credit



GMAC BUSINESS CREDIT LLC


By: /s/ Xxxxxxxxx X. Xxxxxx
Name:   Xxxxxxxxx X. Xxxxxx
Title:   Vice President


U.S. BANK NATIONAL ASSOCIATION


By: /s/ Xxxxxxx Xxxxxx
Name:   Xxxxxxx Xxxxxx
Title:   Senior Vice President