EXHIBIT 10.3(b)
NATIONAL BANK OF CANADA
October 17, 1997
CATALINA LIGHTING CANADA, (1992) INC./
LUMIERES CATALINA CANADA, (1992) INC.
c/o Catalina Lighting, Inc.
18191 N.W. 68th Avenue
Miami, Florida 33015
United States of America
Attention of Mr. Thomas M. Bluth, Tax Director
Dear Sir:
Re: Amendment to Offer of financing and banking services
Reference is hereby made to the Offer of financing and banking services dated
April 17, 1996 and accepted May 1, 1996, between Catalina Lighting Canada,
(1992) Inc. (the "Borrower") and National Bank of Canada (the "Bank").
Capitalized terms used herein and not otherwise defined shall have the meanings
specified in the Offer of financing and banking services.
In consideration of the mutual covenants and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Bank and the Borrower have agreed as follows;
1) The Offer of financing and banking services shall be amended as follows;
A) The interest rate referenced in section 1.4 shall be replaced by the
following;
1.4 Interest Rate
All advances shall bear interest at the Canadian Prime Rate of
the Bank plus 0.50%. Interest shall be payable monthly on the
26th day of each month.
B) The addition of section 1.4.1 to read as follows;
1.4.1 Unused Line Fee
The Borrower shall pay an unused line fee equal to 0.25% per
annum of the unutilized portion of the Operating Credit
Facility calculated and payable on the first business day of
each month.
C) The deletion of section 3.1.2 regarding the Irrevocable Letter of
Credit
D) The addition of section 1.7 to read as follows;
1.7 Audits and Audit Fees
The Bank or its agents will conduct semi-annual audits in
respect of the Borrower, the Borrower shall pay a fee of
$500.00 Cdn. for each day which such audit is conducted in
addition to any expenses incurred by the Bank or its agents.
2. The amendments and waivers set forth herein are strictly limited to the
terms, covenants, matters, occasions and times specifically described
above and shall not be deemed to constitute an amendment, consent or
waiver with respect to any other term, covenant, matter, time or occasion.
3. This letter agreement supersedes and replaces any prior agreements of
understandings with respect to any of the matters provided for herein.
4. This letter agreement shall be deemed to have been made in the Province of
Quebec and governed by the interpreted in accordance with the laws of such
Province and the laws of Canada applicable therein, except that no
doctrine or choice of law shall be used to apply the laws of any other
jurisdiction.
Except to the extent waived or modified herein, the Offer of financing and
banking services remains in full force and effect and is hereby ratified and
confirmed. Please evidence your agreement with the terms of this letter
agreement by signing in the space below. This letter agreement shall become
effective in accordance with its terms upon execution by the Bank and the
Borrower whereupon all references to the Agreement in the Offer of financing and
banking services and in the other credit Documents shall, except where the
context otherwise requires, be deemed to be a reference to the Offer of
financing and banking services as amended by this letter agreement.
Sincerely,
NATIONAL BANK OF CANADA
Per: /s/ Timothy Lohn Per: /s/ Ellis Gaston
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Timothy Lohn Ellis Gaston
Divisional Manager Senior Account Manager
ACCEPTANCE
The undersigned hereby accepts the terms and conditions of this Offer dated
October 17, 1997 at the City of ___________, Province of Quebec, this 28th day
of October, 1997.
CATALINA LIGHTING CANADA, (1992) INC./
LUMIERES CATALINA CANADA, (1992) INC.
Per: /s/ Dean Rappaport
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Name: Dean Rappaport
Title: Vice President