Exhibit 10.34
August 10, 2004
Special Devices, Incorporated
14370 White Sage Road
Moorpark, CA 93021
Attn: James Reeder
Re:
Credit Facility Provided by Wells
Fargo Foothill, Inc. to Special Devices Incorporated
Ladies and Gentlemen:
This waiver letter agreement (this “
Letter Agreement ”) is entered into by and between
Special Devices, Incorporated, a Delaware corporation (“
Borrower ”), and Wells Fargo Foothill, Inc. (fka
Foothill Capital Corporation, the “ Lender
”). Reference is made to that certain Loan and Security
Agreement dated as of June 27, 2001, between Borrower and
Lender, as amended by those certain letter agreements dated as of
July 17, 2002, October 22, 2002, March 28, 2003,
June 13, 2003, and July 29, 2003, and that certain
Consent and Amendment No. 1 dated as of April 16, 2003 (as
amended, the “ Loan Agreement ”).
Capitalized terms used but not otherwise defined in this Letter
Agreement shall have the meanings ascribed to them in the Loan
Agreement. The term “ Loan Documents ” as
defined in the Loan Agreement is hereby amended and supplemented to
include this Letter Agreement.
Borrower currently has outstanding Term Loans in
the aggregate principal amount of $1,950,850 and has requested that
Lender waive the provisions of Section 2.13(b)(iii) of the
Loan Agreement that require Borrower to exercise the LIBOR Option
for LIBOR Rate Loans in integral multiples of $250,000, and allow
Borrower to convert or continue all of its outstanding Term Loans
as LIBOR Rate Loans. Lender hereby agrees to waive the
provisions of Section 2.13(b)(iii) of the Loan Agreement with
respect to Borrower’s conversion of the outstanding balance
of the Term Loan into a LIBOR Rate Loan, or continuing any LIBOR
Rate Loans currently outstanding; provided, that Borrower agrees to
convert or continue, as applicable, the entire remaining balance of
its outstanding Term Loans into or as LIBOR Rate Loans.
Except as specifically set forth above, the
respective rights and obligations of the parties under the Loan
Agreement shall remain unchang
