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EXHIBIT 10.4
May 9, 1996
VIA CERTIFIED MAIL #P649 010 113
AND REGULAR MAIL
Mr. Eddie Lesok, CEO
Ms. Cynthia Morris, CFO
Sun Coast Holdings, Inc.
2700 Westmoreland Ave.
Dallas, Texas 75233
RE: LOAN AGREEMENT (AS AMENDED FROM TIME TO TIME, THE "LOAN AGREEMENT")
BETWEEN COMERICA BANK-TEXAS ("LENDER") AND SUN COAST HOLDINGS, INC.,
("BORROWER") DATED DECEMBER 20, 1995.
Dear Mr. Lesok and Ms. Morris:
Unless otherwise defined herein, capitalized terms used herein shall
have the meanings given such terms in the Loan Agreement. As of March 31, 1996,
Borrower was in violation of certain provisions of the Loan Agreement and has
requested Lender to provide a limited waiver of such violations.
In consideration of Lender granting the limited waiver set forth
herein, Lender and Borrower (with the express consent and confirmation of
Guarantors) agree as follows:
1. Notwithstanding the provisions of Section 11.5 of the Loan
Agreement, as of March 31, 1996, Borrower shall not be deemed to
have been in default under the Loan Agreement simply because as of
such date, Tangible Net Worth (as defined in the Loan Agreement) was
less than the required $14,650,000 however, after March 31, 1996,
the provisions of Section 11.5 of the Loan Agreement shall apply
as originally written and shall govern all periods subsequent to
March 31, 1996.
2. Notwithstanding the provisions of Section 11.7 of the Loan
Agreement, as of March 31, 1996, Borrower shall not be deemed to
have been in default under the Loan Agreement simply because as of
such date, Fixed Charge Coverage (as defined in the Loan Agreement)
was less than the required 1.30 to 1.0 however, after March 31,
1996, the provisions of Section 11.7 of the Loan Agreement shall
apply as originally written and shall govern all periods subsequent
to March 31, 1996.
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SUN COAST WAIVER
MAY 9, 1996
PAGE 2
3. Effective May 15, 1996, and until Lender notifies Borrower otherwise
in writing, the Applicable Margin shall be 0.75% for Prime Rate
Advances and 3.00% for CD Advances and for LIBOR Advances.
The preceding waiver and modification is for a limited time and purpose
herein expressed. Such waiver shall not adversely affect or impair any rights
or remedies available to Lender under the Loan Agreement, or otherwise, and
shall not constitute a waiver of any subsequent defaults or other violations of
the provisions of the Agreement and shall not imply that the Lender will in
the future grant any other waivers or modifications.
The preceding waiver and modification shall not be effective until Lender
shall have received a copy of this letter bearing the original signatures of
Borrower and the Guarantors. To the extent this letter constitutes a notice, it
is being transmitted as a courtesy to you and is not an admission that any
written notice is otherwise due you, nor is it an election or waiver of
remedies by Lender.
Sincerely,
/s/ MELINDA A. CHAUSSE
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Melinda A. Chausse
Vice President
ACKNOWLEDGED, ACCEPTED AND AGREED TO
AS OF THE DATE OF THE ABOVE LETTER:
BORROWER
SUN COAST HOLDINGS, INC.
BY:
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ITS:
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ACKNOWLEDGED, ACCEPTED AND AGREED TO
(AND CONFIRMING IN ALL RESPECTS THE GUARANTY OF EACH OF THE UNDERSIGNED
GUARANTORS) AS OF THE DATE OF THE ABOVE LETTER:
GUARANTORS:
SUN COAST HOLDINGS, INC.
BY:
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ITS:
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SUN COAST CLOSURES, INC.
BY:
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PLASTICS MANUFACTURING COMPANY
BY:
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ITS:
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CUSTOM LAMINATES, INC.
BY:
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ITS:
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SUN COAST ACQUISITION, INC.
BY:
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ITS:
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