Exhibit 10.45
EQUINOX BUSINESS CREDIT CORP.
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May 9, ▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇, Inc.
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Ladies and Gentlemen:
Reference is hereby made to that certain Loan and Security Agreement
(the "Loan Agreement") dated as of the date hereof between the undersigned and
Equinox Business Credit Corp. ("Lender"). All capitalized terms used herein that
are not defined shall have the meanings given to them in the Loan Agreement.
Borrower has informed Lender that pursuant to a lease dated February
26, 2003 between Borrower and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., Trustee of HD Realty
Trust-1993 (the "Lease") it has an option to purchase the real property located
at One and Two Industrial Way, Amesbury, Massachusetts (the "Real Property").
In the event Borrower acquires the Real Property, Borrower has
requested that Lender consent to the sale and leaseback by Borrower of the Real
Property. Lender is willing to consent to such sale and leaseback and that the
proceeds be used for any lawful purpose, provided, that, (a) prior to and after
giving effect to the transaction no Default or Event of Default has occurred and
is continuing and (b) Lender receives an agreement in writing executed by any
lessor of the Real Property to Borrower substantially in the form of Exhibit A
attached hereto.
Except as specially provided herein, the Loan Agreement, and all other
documents, instruments and agreements executed and/or delivered in connection
therewith, shall remain in full force and effect, and are hereby ratified and
confirmed.
The execution, delivery and effectiveness of this letter agreement
shall not operate as a waiver of any right, power or remedy of Lender, nor
constitute a waiver of any provision of the Loan Agreement, or any other
documents, instruments or agreements executed and/or delivered under or in
connection therewith.
This letter agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns and shall be
governed by and construed in accordance with the laws of the State of New
Jersey.
Very truly yours,
EQUINOX BUSINESS CREDIT CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
TITAN PCB EAST, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Chairman
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EXHIBIT A
[COPY OF LANDLORD'S WAIVER]
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