November 8, 2002
EXHIBIT 10.26
November 8, 2002
Xx. Xxxxxxx Xxxxxxx
Treasurer
Maxco, Inc.
0000 Xxxxxxxxxx Xxx
X.X. Xxx 00000
Xxxxxxx, Xxxxxxxx 00000-0000
| RE: FINANCING ARRANGEMENTS AMONG COMERICA BANK (“BANK”), MAXCO, INC. (“BORROWER”), ERSCO CORPORATION, PAK-SAK INDUSTRIES, INC. AND XXX X. XXXX (“GUARANTORS”) |
Dear Xx. Xxxxxxx:
Reference is made to the Amended and Restated Loan Agreement dated September 30, 1996, as amended by First Amendment thereto dated as of August 1, 1997, as further amended by Second Amendment thereto dated as of June 24, 1998, as further amended by Third Amendment thereto dated as of September 24, 1998, as further amended by Fourth Amendment thereto dated as of June 22, 1999, as further amended by Fifth Amendment thereto dated as of September l, 1999, as further amended by Sixth Amendment thereto dated as of July 12, 2000, as further amended by Seventh Amendment dated as of January 11, 2001, as further amended by Eighth Amendment dated as of March 19, 2001, as further amended by Ninth Amendment dated as of October 1, 2001, and as further amended by Tenth Amendment dated February 19, 2002 (the “Loan Agreement”). All capitalized terms not defined in this letter agreement (“Letter Agreement”) shall have the meanings described in the Loan Agreement.
Pursuant to Section 2.8.1 of the Loan Agreement, Borrower was provided the right to permanently reduce the Commitment Amount by multiples of $500,000, by providing Bank five (5) days written notice. In addition, Section 9.3 of the Loan Agreement provides that Borrower and Bank may amend the Loan Agreement by a written instrument executed by both parties. Consistent with these provisions of the Loan Agreement, Borrower and Bank are desirous of amending the Loan Agreement for the purpose of causing the Commitment Amount to be immediately reduced to $11,700,000 from the $18 Million level currently provided for in the Loan Agreement.
Therefore, Borrower and Bank hereby agree that, notwithstanding anything in the Loan Agreement to the contrary, the definitions of “Advance Formula Agreement” and “Commitment Amount” set forth in Sub-Section 1.1 of Section 1 of the Loan Agreement hereby deleted in their entirety and replaced by the following:
| “Advance Formula Agreement” shall mean that certain Advance Formula Agreement between Borrower and the Bank of dated November 8, 2002. |
| “Commitment Amount” shall mean $11,700,000 (or such lesser amount to which the Commitment Amount may be reduced by Borrower from time to time under |
| Section 2.8.1 of this Agreement), subject to the terms, limitations and conditions of the Advance Formula Agreement.” |
Except as in this Letter Agreement, neither the execution of this Letter Agreement by Bank, nor any other act or omission by Bank in connection herewith, shall be deemed an express or implied waiver by Bank of any Event of Default under the Loan Agreement.
Except as specifically modified hereby, the terms and conditions of the Loan Agreement and the Notes, as the same may be amended from time to time, remain in full force and effect and the undersigned hereby ratify and agrees to be bound by the terms of the Loan Agreement as hereby amended.
| Very truly yours, | |
| COMERICA BANK | |
| By: | |
| Its | |
ACKNOWLEDGED AND AGREED:
“BORROWER”
Maxco, Inc.
| By /s/ Xxxxxxx Xxxxxxx |
Date 11-8-02 | |
| Its Vice President | ||
| “GUARANTORS” | ||
| Ersco Corporation | Pak-Sak Industries, Inc. | |
| By: /s/ Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx Its: Treasurer |
By: /s/ Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx Its: Treasurer |
|
| Date 11-8-02 | Date 11-8-02 | |
| /s/ Xxx X. Xxxx Xxx X. Xxxx |
Date 11-8-02 |
