EXHIBIT 10.4
Amendment to Loan and Security Agreement dated <>
K-Tronik Int'l Corporation
290 Vincent Avenue
Hackensack, New Jersey 07601
Re: Loan and Security Agreement dated as of September 17,
1998 (said agreement as amended or modified from time to
time the "Loan Agreement")
Gentlemen:
This is to confirm our approval of your request for an
increase to $750,000.00 of the maximum amount of the revolving credit
facility provided for in the Loan Agreement, for a change in the advance
percentage against Eligible Inventory, for a One Hundred Twenty Five
Thousand Dollar ($125,000.00) time loan and for other modifications to
the Loan Agreement. Accordingly we have agreed to modify sections 2.1,
2.7 and 2.8 of the Loan Agreement to read as follows:
2.1 Revolving Advances; Advance Limit. (A) Revolving Loans.
Upon the request of Borrower, made at any time or from time to time
during the Term and so long as no Event of Default has occurred and is
continuing, BACC may, in its sole and absolute discretion, make Advances
in an amount up to (a) eighty percent (80%) of the aggregate outstanding
amount of Eligible Accounts, plus (b) the lesser of (1) forty percent
(40%) of the value of the Eligible Inventory or (2) Two Hundred Fifty
Thousand Dollars ($250,000.00); provided, however, that (a) in no event
shall the aggregate amount of the outstanding Advances be greater than,
at any time, the amount of Seven Hundred Fifty Thousand Dollars
($750,000.00) (the Advance Limit) and provided further that (b) the
maximum amount of Advances against Eligible Inventory shall not exceed
forty percent (40%) of the total Advances.
(B) Time Loan. Contemporaneous with the execution of this
letter modification agreement, BACC shall loan to the Borrower the
principal sum of One Hundred Twenty Five Thousand Dollars ($125,000.00)
the proceeds of which shall be used by Borrower solely to fund, in part,
the purchase by a wholly owned subsidiary of Borrower of a plant in
Korea. Said loan shall accrue interest at the per annum rate set forth
in paragraph 2.4 of the Loan Agreement, which interest shall be paid on
the first day of June, 1999 and on the maturity date of the loan. The
outstanding principal balance of said loan, together with all accrued and
unpaid interest shall be due and payable in full, without notice or
demand, on the earlier of (i) June 30, 1999 or (ii) one (1) business day
after the release of funds to Alexa Ventures, Inc. from the closing of
the sale of additional stock by Alexa Ventures, Inc., the stockholder of
Borrower, it being agreed and represented by the Borrower that out of the
proceeds of the sale of said additional stock, Alexa Venture, Inc. will
inject into Borrower as paid in capital, an amount at least equal to the
lesser of (x) $500,000.00 or (y) the amount realized from the sale of
said additional stock but in no event less than the outstanding balance
of the time loan provided for herein. Borrower agrees to keep BACC
advised from time to time of the status of the sale of said stock of
Alexa Ventures, Inc.
2.7 Origination Fee. In consideration of BACC entering into
this Agreement, Borrower shall pay BACC an origination fee of Five
Thousand Dollars ($5,000.00), which shall be paid simultaneous with the
execution of the Loan Agreement and thereafter an origination fee of
Seven Thousand Five Hundred Dollars ($7,500.00) on each annual
anniversary of the date thereof.
2.8 Servicing Fee. Borrower shall pay BACC a fee in an
amount equal to three tenths of one percent (.3%) of the daily average
outstanding balance of the Advances during each month on or before the
first (1st) day of each calendar month in respect of BACC's services for
the preceding calendar month, during the Term, including each Renewal
Term, or so long as the Obligations are outstanding.
In consideration of our agreeing to so increase the maximum
amount of the revolving credit facility, you shall pay to us,
contemporaneous with the execution hereof, a facility fee of $750.00.
This is also to confirm that provided no Event of Default
exists, upon confirmation of the closing of and the release to Alexa
Ventures, Inc. of the proceeds of the aforesaid sale of stock, and the
injection of a portion of such proceeds as additional paid in capital of
Borrower as aforesaid, and satisfaction of the aforesaid time loan, the
lien on the stock of Alexa Ventures, Inc. pledged by Gerry Racicot under
a pledge agreement dated as of September 16, 1999 shall be terminated
and we shall promptly notify Stryker, Tams & Dill, LLP, which is holding
the stock certificates under a pledge agreement dated September 17,
1999, to promptly return to him the stock certificates.
Our approval shall not constitute a waiver of any Events of
Default, if any so exist, or any future violation of any provisions of
the Loan Agreement or any other Loan Documents.
By your execution hereof Borrower agrees to pay all costs and
expenses, including reasonable attorneys fees and disbursements,
incurred by BACC in connection with the preparation of this letter
agreement and the other documents created in connection herewith.
Capitalized terms not defined herein but defined in the Loan Agreement
shall have the same meaning ascribed to such terms in the Loan
Agreement. Your execution shall also act as your representation that
the execution of this letter agreement has been authorized by all
required corporate action, that this letter agreement constitutes the
valid and binding obligation of the Borrower, is enforceable in
accordance with its terms and that no material adverse change in the
financial condition of the Borrower has occurred and the Borrower's
reaffirmation of its grant to BACC of a lien on the Collateral.
Except as herein set forth, the Loan Agreement and all other
Loan Documents shall remain in full force and effect. Our agreement as
aforesaid is subject to your written agreement with the terms hereof by
signing and returning a copy hereof where so indicated below along with
the enclosed Modified and Replacement Revolving Credit Master Promissory
Note and Time Note and by the written consents of the guarantor and the
pledgor where so indicated below. This letter may be executed in
counterparts.
BUSINESS ALLIANCE CAPITAL CORP.
By:
Name:
Title:
Agreed to:
K-Tronik Int'l Corporation
By:
Name:
Title:
The undersigned, guarantor of the Liabilities of the Borrower
to BACC, hereby consents to the above letter and agrees that same shall
not affect his Individual Guaranty dated as of June 1, 1998, which
guaranty remains in full force and effect.
Robert Kim