1
Exhibit 99.8.9
January 29, 2001
JACO ELECTRONICS, INC. ("Jaco")
145 Oser Avenue
Hauppauge, NY 11788
NEXUS CUSTOM ELECTRONICS, INC. ("Nexus")
Prospect Street
Brandon, VT 05733
INTERFACE ELECTRONICS, CORP. ("Interface")
124 Grove Street
Franklin, MA 02028
Gentlemen:
Reference is made to the Second Restated and Amended Loan and
Security Agreement in effect between us as successor by merger to BNY Financial
Corporation which was merged into GMAC Commercial Credit LLC ("GMAC"), as Agent
and Lender, and Fleet Bank, N.A., f/k/a Natwest Bank, N.A ("Fleet") as Lender,
dated September 13, 1995, as supplemented and amended from time to time, (the
"Agreement"). Both GMAC and Fleet may hereinafter be referred to jointly as the
"Lenders", and individually, as a "Lender". Initially capitalized terms not
defined herein shall have the meanings ascribed to such terms in the Agreement.
WHEREAS, you have requested that we amend the Agreement so as
to increase the Maximum Loan Amount for each Lender from $25,000,000 to
$35,000,000, for a total amount of $70,000,000 effective January 31,
2001; and
WHEREAS, the Lenders are willing to agree to such an increase
in the Maximum Loan Amount for each Lender, subject to the terms and
conditions hereof, and
NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:
1. Effective as of January 31, 2001, the Agreement shall
be amended by replacing the phrase "$25,000,000"
appearing next to the phrase "Maximum Loan Amount"
underneath the signature of each Lender, with the
phrase "$35,000,000".
2. Effective as of January 31, 2001, any changes in the
Contract Rate shall become effective in the month
following the Agent's actual receipt of the annual or
quarterly financial statements and certifications as
provided for in Sections 17(a) and (b) of the
Agreement, if the rate, is decreased and on
2
the actual due date of such annual or quarterly
statements if the rate is increased.
3. By their signatures below, Jaco, Nexus and Interface
hereby ratify the Agreement and agree to be jointly
and severally liable for all Obligations under the
Agreement and agree that all of the outstanding
amounts of the Loans under the Agreement, as of the
date hereof, shall be valid and binding Obligations
of each of them, and shall be deemed Obligations
outstanding under the Agreement, and hereby agree and
promise to repay to the Agent, for the benefit of the
Lenders, such Obligations (including but not limited
to all applicable interest) in accordance with the
terms of the Agreement, but in no event, later than
the Termination Date (for purposes hereof,
"Termination Date" shall mean September 14, 2002, or
any extended termination date, or any earlier
termination date, whether by acceleration or
otherwise).
4. By their signatures below, Jaco, Nexus and Interface
hereby ratify and affirm to the Agent that as of the
date hereof, they are in full compliance with all
covenants under the Agreement and certify that all
representations and warranties of the Agreement are
true and accurate as of the date hereof, with the
same effect as if they had been made as of the date
hereof.
Except as herein specifically amended, the Agreement shall
remain in full force and effect in accordance with its original terms, except as
previously amended.
If the foregoing accurately reflects our understanding, kindly
sign the enclosed copy of this letter and return it to our office as soon as
practicable.
Very truly yours,
GMAC COMMERCIAL CREDIT LLC
By: /s/ Frank Imperato
Title: Senior Vice President
AGREED AND ACCEPTED:
JACO ELECTRONICS, INC. FLEET BANK, N.A.
By: /s/ Jeffrey D. Gash By: /s/ Alice Adelberg
Title: Vice President Title: Vice President
NEXUS CUSTOM ELECTRONICS, INC. INTERFACE ELECTRONICS CORP.
By: /s/ Jeffrey D. Gash By: /s/ Jeffrey D. Gash
Title: Vice President Title: Vice President
2