EXHIBIT 10.2 [HEI INC LETTERHEAD] May 16, 2003 Whitebox Hedged High Yield Partners c/o Andrew J. Redleaf Chief Executive Officer Whitebox Advisors, LLC 3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416 Dear Andy, This letter is written to...Subordinated Promissory Note Confirmation • July 15th, 2003 • Hei Inc • Semiconductors & related devices
This letter is written to confirm the understanding between HEI, Inc. ("HEI") and Whitebox Hedged High Yield Partners ("Whitebox") relating to the Subordinated Promissory Note (the "Note") of HEI dated January 24, 2003 payable to the order of Colorado Madtech, Inc. ("CMED") in the original principal amount of $2,600,000 (the "Face Value") of the Note. We understand that CMED sold the Note to Whitebox on May 8, 2003. The Note is subordinated to certain indebtedness (the "Senior Debt") of HEI to LaSalle Business Credit, Inc. ("LaSalle") in accordance with the terms of a Subordination Agreement (the "Subordination Agreement") dated January 24, 2003 executed by CMED in favor of LaSalle, which Subordination Agreement is binding upon Whitebox as the transferee of the Note.
