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EXHIBIT 99.1
Dated as of
September 10, 2001
Sunrise Technology International, Inc.
0000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xx. Xxxx Xxxxxxx, Chairman, President, and CEO
Re: Sunrise Technology International, Inc. ("Borrower"); Xxxxx
X. Xxxxxx, an individual ("Guarantor"); and Silicon Valley
Bank ("Bank").
Ladies and Gentlemen:
Reference is hereby made to that certain Loan and Security Agreement,
dated as of June 29, 2000, between Borrower and Bank, as amended by that certain
Loan Modification Agreement, dated September 20, 2000, the Extension and
Modification Agreement, dated June 22, 2001, the Amendment Number One to
Extension and Modification Agreement, dated August 3, 2001, and by the Extension
Letter Agreement, dated August 26, 2001 (as amended, the "Loan Agreement").
Capitalized terms used in this letter agreement (the "Extension Letter
Agreement") are defined in the Loan Agreement unless specifically defined
herein.
On September 5, 2001, the Obligations matured and became due and
payable. Borrower and Guarantor have requested Bank to extend the Revolving
Maturity Date to October 6, 2001. Bank has agreed to extend the Revolving
Maturity Date to October 6, 2001, subject to the terms of this Extension Letter
Agreement:
1. EXTENSION PERIOD. Bank agrees to extend the Revolving Maturity Date
to October 6, 2001 (the "Extension Period"). Accordingly, the outstanding
Obligations, including all accrued and unpaid interest, shall be due and payable
in full, without notice or demand, on October 6, 2001.
2. EXTENSION PAYMENT. In order to induce Bank to enter into this
Extension Letter Agreement, Borrower hereby agrees as follows: (1) to pay a
fully earned, non-refundable Extension Fee of $10,000 (Bank has received full
payment of the Extension Fee), (2) to make a payment to Bank of not less than
$1,000,000 on or before September 14, 2001 (the "First Extension Payment"), and
(3) to make an additional payment to Bank of not less than $1,000,000 on or
before September 21, 2001 ("Second Extension Payment"; the First Extension
Payment together with the Second Extension Payment are referred to herein
collectively as the "Extension Payments"). Such Extension Payments shall be
applied first to accrued interest, then to outstanding principal due under the
Loan Agreement, and the remainder to outstanding Bank Expenses. Borrower and
Guarantor acknowledge that any failure to perform any of their obligations under
this Extension Letter Agreement, the Loan Agreement, or any Loan Documents shall
be deemed an Event of Default under the Loan Agreement and Guaranty and shall
terminate Bank's agreement to extend.
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3. ADDITIONAL FEES. If the Obligations are not paid in full on or
before September 21, 2001, Borrower shall pay Bank an additional fee equal to
$75,000, and $25,000 weekly (and pro-rated for partial weeks) thereafter, until
all Obligations have been fully repaid.
4. CONDITION PRECEDENT. The effectiveness of this Extension Letter
Agreement is expressly conditioned upon the following:
(a) On or before the date hereof, Bank shall have received
satisfactory written evidence of C-MAC, Inc. (formerly known as A-Plus
Manufacturing, Inc.) acknowledging its intention to pay in full on or before
September 12, 2001 the $1,750,000 receivable due and owing from C-MAC, Inc. to
Borrower under that certain Manufacturing Agreement, dated August 2, 2001;
(b) On or before the date hereof, Bank shall have received a
copy of a letter from Foothill Capital Corporation ("Foothill") to Borrower, in
form and substance satisfactory to Bank, detailing the following: (i) the
current state of negotiations between Foothill and Borrower in connection with
Foothill's intention to extend credit to Borrower (the "Refinance Transaction"),
(ii) Foothill's intention to consummate the Refinance Transaction, and (iii) the
expected closing date for the Refinance Transaction; and
(c) Receipt by Bank of an executed copy of this Extension
Letter Agreement.
5. COSTS AND EXPENSES. Borrower shall pay to Bank all of Bank's
out-of-pocket costs and expenses (including, without limitation, the fees and
expenses of its counsel, which counsel may include any local counsel deemed
necessary, documentation fees, and other fees) arising in connection with the
preparation, execution, and delivery of this Extension Letter Agreement and all
related documents.
6. MISCELLANEOUS. Except as specifically amended herein, all other
terms and provisions of the Loan Agreement, as amended from time to time, shall
remain in full force and effect.
Very truly yours,
BANK:
SILICON VALLEY BANK
By:
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Name:
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Title:
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Agreed and Accepted as
of September 10, 2001
BORROWER:
SUNRISE TECHNOLOGY INTERNATIONAL, INC.
By:
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Name:
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Title:
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GUARANTOR:
Guarantor hereby confirms that his guaranty remains in full force and effect.
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XXXXX X. XXXXXX
