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EXHIBIT 20
DENTSPLY International Inc.
Re: New Image
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Gentlemen:
Reference is made to that certain Amended and Restated Loan and Security
Agreement dated May 22, 1996, as amended ("Loan Agreement") among Coast
Business Credit, a division of Southern Pacific Thrift & Loan Association
("Coast") on the one hand and New Image Industries, Inc. and Insight Imaging
Systems, Inc. (New Image Industries, Inc. and Insight Imaging Systems, Inc. is
hereinafter collectively referred to as, "Borrower") on the other hand.
Borrower is in violation of its covenant under the Loan Agreement to be and
continue to be solvent ("Solvency Covenant"). Coast has waived compliance by
Borrower with the Solvency Covenant through January 1, 1997.
Borrower has advised Coast that it proposes to enter into a letter of
intent with DENTSPLY International Inc. (the "Letter of Intent") with respect
to the acquisition of Borrower by a wholly-owned subsidiary of DENTSPLY
International Inc. ("DENTSPLY"). That Letter of Intent provides, among other
things, for DENTSPLY to loan to Borrower not less than $2,500,000 and not more
than $3,000,000 pending the negotiation and possible execution and closing of a
definitive merger agreement as contemplated in the Letter of Intent. In turn,
DENTSPLY requires a security interest in the assets of Borrower, junior only to
the security interest of Coast. In order for Borrower to provide the security
interest to DENTSPLY, Borrower has requested Coast to purchase the claim of
Mercury Partners, LLC ("Mercury") in the principal amount of $500,000. Borrower
confirms that the claim of Mercury Partners, LLC in the principal amount of
$500,000 is due and owing without offset, counterclaim, defense or offset.
In consideration of the above, including without limitation, the agreement
of DENTSPLY to loan not less than $2,500,000 to Borrower, Coast hereby agrees
to forbear from exercising any of its default rights and remedies in connection
with the violation of the Solvency Covenant and the violation of any and all
other covenants of which Borrower may be in breach as of the date hereof
whether contained in the Loan Agreement or in the loan documents assigned to
Coast by Mercury (the "Mercury Agreement"), and any and all other covenants,
whether contained in the Loan Agreement or in the Mercury Agreement documents
assigned to Coast by Mercury, which may occur subsequent to the date hereof
through the earlier of March 25, 1997 or (b) the date on which the Letter of
Intent terminates other than by execution of a definitive merger agreement as
contemplated therein ("Forbearance Period"). If for any reason the Letter of
Intent terminates, DENTSPLY agrees to give Coast prompt written notice of such
termination. Notwithstanding the foregoing, Coast is not forbearing from any
default arising from the failure of Borrower to make any required payment to
Coast of principal or interest due and payable after the date hereof (other
than a payment which may be or become due and payable as a result of a default
of Borrower to comply with the Solvency Covenant or any other non-payment
covenant). Nothing
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herein shall affect the right of Coast to exercise any and all default rights
and remedies after the expiration of the Forbearance Period.
DENTSPLY confirms that in the event of a closing of a definitive merger
agreement as set forth in the Letter of Intent, DENTSPLY will cause the claim
of Coast against Borrower (including the claim of Mercury purchased by Coast)
to be paid in full, unless Coast shall agree otherwise in writing.
Coast acknowledges that concurrent with the execution of the Letter of
Intent, Borrower and DENTSPLY will enter into a credit agreement which will
provide for, among other things, the granting of a security interest in favor
of DENTSPLY junior to the security interest of Coast. Coast hereby consents to
the execution by Borrower of the credit agreement and the performance of its
obligations thereunder.
The obligations of Coast under this letter agreement are conditioned upon
the concurrent execution of a Subordination and Intercreditor Agreement among
DENTSPLY, Borrower and Coast in form and substance satisfactory to Coast and
confirmation that $2,500,000 will be loaned forthwith by DENTSPLY to Borrower.
Very truly yours,
Coast Business Credit
By: /s/ XXXX X. XXXXXX
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Its: Vice President
AGREED:
DENTSPLY INTERNATIONAL INC.
By: /s/ XXXXXX X. XXXXX
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Its: Senior Vice President
New Image Industries, Inc.
By: /s/ XXX XXX
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Its: Chief Financial Officer
Insight Imaging Systems, Inc.
By: /s/ XXX XXX
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Its: Chief Financial Officer
