EXHIBIT
EXHIBIT
| NEWSTAR BUSINESS CREDIT | 0000 X. Xxxxxxx Xxxxxxxxxx Xxxxx 000 Xxxxxx, XX 00000 P 214-242-5800 F 000-000-0000
xxx.xxxxxxxxxx.xxx |
Xxxxx 00, 0000
Xxxxxxxxx USA Corporation
00000 Xxx Xxxxx Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Fax No.: (000)000-0000
Attention: Xxxxx Xxxxxx
| Re: | Reservation of Rights |
Ladies and Gentlemen:
Reference is made to certain Loan and Security Agreement dated as of May 25, 2011, among Huntleigh USA Corporation ("Borrower"), NewStar Business Credit, LLC, as administrative agent ("Administrative Agent") and the "Lenders" (as defined therein) party thereto, as amended by the First Amendment to Loan and Security Agreement dated as of July 22, 2011, the Second Amendment to Loan and Security Agreement dated as of October 2, 2011 and the Third Amendment to Loan and Security Agreement dated as of December 30, 2011 (as may be amended, modified, extended or renewed from time to time, "Loan and Security Agreement"). Terms defined by the Loan and Security Agreement, where used herein, shall have the same meanings as are prescribed by the Loan and Security Agreement.
Certain Events of Default exist as a result of non-compliance by Borrower with the requirements of (a) Section 8A(e) of the Loan and Security Agreement, and (b) Sections 9.15(a) and 9.15(b) of the Loan and Security Agreement, in each case as of December 31, 2011 and January 31, 2012, respectively (collectively, the "Stated Events of Default ").
All rights and remedies of the Lender Parties under the Loan Documents, including without limitation all rights and remedies now or hereafter existing as a result of each of the Stated Events of Default, are expressly reserved. Without limiting the foregoing, the Lender Patties reserve the right to require strict compliance at all times with the Loan and Security Agreement and the other Loan Documents. In this connection, for so long as the Stated Events of Default exist and are not waived in accordance with the Loan and Security Agreement, the Lenders are not obligated to make Loans, and any requested Loans may be granted in whole or in part, declined in whole or in part, or conditioned, in each case by Administrative Agent in its sole discretion, without prior notice. Without limiting the foregoing, Administrative Agent reserves the right to accrue interest on the Obligations at the Default Rate, subject to the terms of the Loan and Security Agreement. Unless and until otherwise agreed in writing by Administrative Agent and the Lenders, any forbearance with respect to the Stated Events of Default or any other Default or Event of Default, the funding of any Loan or any other indulgence or extension of credit made or granted by the Lender Parties, from time to time, shall not constitute a course of dealing or a course of conduct or in any way obligate the Lender Parties to grant any additional forbearance or grant any additional request for a Loan or other extension of credit, or constitute a waiver of any rights and remedies of the Lender Patties in respect of the Stated Events of Default or any other Default or Event of Default, now existing or hereafter occurring, or otherwise impair any rights of the Lender Parties under the Loan Documents.
No conversations or unwritten agreements or understandings between or among Lender and Borrower shall be binding on Lender or waive or modify any of the matters specified herein.
Sincerely,
NEWSTAR BUSINESS CREDIT, as administrative agent
/s/ Xxxx Xxxxxx
Xxxx Xxxxxx, Senior Vice President
EXHIBIT
| NEWSTAR BUSINESS CREDIT | 0000 X. Xxxxxxx Xxxxxxxxxx Xxxxx 000 Xxxxxx, XX 00000 P 214-242-5800 F 000-000-0000
xxx.xxxxxxxxxx.xxx |
cc:
XxXxxxxxxx & Stem, LLP
000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000
Fax No.: (000) 000-0000
Attention: Xxxxx X. Xxxx, Esq.
Huntleigh USA Corporation
00000 Xxx Xxxxx Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Fax No.: (000) 000-0000
Attention: Xxxxxxx Xxxxx, President
lCTS USA, Inc.
00000 Xxx Xxxxx Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Huntleigh USA Corporation
000 Xxxx Xxxx Xxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxx, XX 00000
xxxxxx@xxxxxxxxxxxx.xxx
A Division of NewStar Financial, Inc.