EXHIBIT 10FFFF
Midlantic Bank, N.A.
Asset Based Lending Department
1535 Locust Street
MIDLANTIC LOGO Philadelphia, Pennsylvania 18102
215 772-2220 Tel. 215 772-2225 Fax
November 14, 1995
Mr. Michael Rubin, COB
Ryka, Inc.
555 S. Henderson Road
King of Prussia, PA. 19406
RE: Loan and Security Agreement, dated as of July 31, 1995 (herein call the
"Agreement") as entered into between RYKA, INC. ("Borrower"), a Delaware
Corporation, and MIDLANTIC BANK N.A. ("Bank"), a National Banking Company.
Dear Michael,
In response to your recent advisement and request pursuant to the Agreement,
please be advised that the Bank agrees to waive its rights to declare an
event of default as a result of Borrower's violation of the following
covenants, said waiver effective through December 31, 1995 for Section 3.04 (A),
(C), Section 4.05, and Section 6.01 (A)(2) and through January 30, 1996 for
Section 3.03 (C), (D), Section 3.04 (B) and Section 6.01 (M)(1).
SECTION 3.03
(C) Borrower shall have received the cash sum of not less than
$2,000,000, as equity or subordinated indebtedness, which in the case of
subordinated indebtedness shall be fully and unconditionally subordinated in
all respects to Borrower's obligations to Bank.
(D) Bank shall have received a Support Agreement from Rubin and
MR L.L.C. under which they unconditionally agree to provide or cause to be
provided by them or by any other Person a cash infusion to Borrower after
Closing under the terms and conditions set forth therein if Borrower's
Tangible Net Worth is from time to time less than $2,000,000. No such funding
may directly or indirectly be provided by Guarantor unless cash funds in a
like amount are received for such purpose by Guarantor (as equity or
subordinated debt, under agreements acceptable to Bank) from either of Rubin
or MR L.L.C. or any other Person(s) contemporaneously with such funding.
SECTION 3.04. Post-Closing Conditions:
(A) Borrower covenants and agrees that within thirty days
following Closing, Borrower shall obtain credit insurance with respect to all
or a substantial portion of its accounts receivable, a copy of the policy for
which shall, within such period, be delivered to and approved by Bank.
(D) Within thirty days following Closing, Bank shall receive a
current pro forma balance sheet for Borrower prepared as of the date of
submission thereof which shall reflect a Tangible Net Worth, plus Subordinated
Indebtedness for Borrower of not less than $2,000,000 prior to transaction
costs associated with the acquisition by Rubin or his affiliate of stock of
Borrower and all transactions related thereto and evidence satisfactory to
Bank that indebtedness of Borrower existing immediately prior to the Closing
of at least $1,500,000 has been forgiven or waived.
(C) Within ninety days following Closing, Bank shall receive
executed assignments of life insurance policies in accordance with Section 4.05
below.
SECTION 4.05 Life Insurance. As further security for the prompt and
full satisfaction of all obligations, Borrower will assign to Bank pursuant to
a collateral assignment in form and substance acceptable to Bank policies of
life insurance on the lives of Michael G. Rubin and Sheri Poe, each in an
amount not less than $4,000,000, and issued by a life insurance company
reasonably satisfactory to Bank, and shall pay all premiums on and otherwise
maintain said policy in full force and effect.
SECTION 6.01 (A)(2) Within forty-five (45) days after each calendar month
end, a copy of Borrower's Monthly Financial Statement, certified by Borrower's
chief financial officer,
SECTION 6.01 (M)(1)
Borrower will at all times be in compliance with the following
financial covenants:
Tangible Net Worth of not less than $1,500,000 as of the Closing
and $2,000,000 as of thirty days following Closing and at all
times thereafter; and
This waiver does not apply to any other terms, conditions or covenants.
Furthermore the above waiver should not be construed as a waiver of said
covenants for any other period beyond December 31, 1995 and January 30, 1996,
respectively.
All Other Terms, Conditions And Covenants Remain In Full Force And Effect.
Sincerely,
/s/ Michael R. Geissler
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Michael R. Geissler
Vice President