George E. Durstin Senior Vice President 777 Main Street Hartford, CT 06115 CT-102-19-01 860.952.6770 tel 860.952.6775 fax December 29, 2006 Misonix Inc. 1938 New Highway Farmingdale, New York 11735 RE: Misonix Inc. Ladies and Gentlemen: Reference is made to (i) the Loan and Security Agreement dated July 10, 2003, as amended by and among Misonix Inc. and Bank of America, N.A. ("BofA"), as successor to Fleet National Bank and Issuing Lender, as amended from time to time (the "Credit Agreement"; capitalized terms used and not otherwise defined herein have the meanings given them in the Credit Agreement); and (ii) the Standby Letter of Credit No. 68008745 dated September 15, 2005, issued by BofA for the account of Borrower and for the benefit of Travelers Casualty And Surety Company of America (the "Beneficiary"). Reference is also made to the Payoff Letter, dated December 29, 2006 by BofA to the Borrower (the "Payoff Letter"). As set forth in the Payoff Letter, Borrower intends to pay all amounts due and owing under the Credit Agreement (other than the L/C Obligation and Letter of Credit Fees (as defined in the Payoff Letter) in connection with the Letter of Credit on December 29, 2006. Borrower has requested that the Letters of Credit remain in place until the earlier of: (i) the date upon which Borrower and the Beneficiary terminate such Letter of Credit; and (ii) March 29, 2007. BofA hereby agrees to allow such Letter of Credit to remain in place provided that, on or before December 29, 2006, Borrower shall deposit with BofA the sum of $629,000 to cash collateralize Borrower's obligation with respect to the Letter of Credit (the "Cash Collateral"). BofA agrees that it will hold the Cash Collateral into an account in under the sole dominion and control of BofA; and (ii) Borrower agrees to, and does hereby grant to BofA a security interest in the Cash Collateral. Borrower hereby agrees that BofA shall be entitled to (i) in the event Cash Collateral is deposited with BofA, apply such Cash Collateral to any Letter of Credit Fees that may become due and payable with respect to the Letters of Credit. In addition, in the event the Letter of Credit is drawn upon, Borrower hereby agrees that BofA may apply the Cash Collateral (or the applicable portion thereof) to any drawing in connection with the Letters of Credit which is not reimbursed within one Business Day. BofA hereby agrees that BofA shall return the Cash Collateral (or such portion thereof as shall remain) to Borrower upon the earlier of the termination or expiration of the Letters of Credit. If the foregoing terms are acceptable to you, please sign below and return a copy of this letter to me, via facsimile, at (860) 952-6775. BANK OF AMERICA, N.A. By: /s/ George E. Durstin ---------------------------- Name: George E. Durstin Title: Senior Vice President ACKNOWLEDGED AND AGREED: Misonix, Inc. By: /s/ Richard A. Zaremba ---------------------------- Name: Richard A. Zaremba Title: Senior Vice President and Chief Financial Officer 2
Misonix (MSON) 8-KEntry into a Material Definitive Agreement
Filed: 4 Jan 07, 12:00am