Fourth Amendment to Offer of Financing and Banking Services between National Bank of Canada and Catalina Lighting Canada (1992) Inc.

Summary

This agreement is the fourth amendment to a financing and banking services arrangement between National Bank of Canada and Catalina Lighting Canada (1992) Inc. The amendment updates the minimum shareholders' equity requirements the borrower must maintain at specified dates and imposes a $5,000 amendment fee. All other terms of the original agreement remain unchanged. The agreement is governed by the laws of Ontario and Canada and becomes effective upon signing by both parties.

EX-10.201 5 0005.txt EXHIBIT 10.201 Asset Based Lending Division NATIONAL BANK OF CANADA December 15, 2000 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: Mr. Robert Hersh, President Dear Sir: RE: Fourth 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 amended October 17, 1997 (First Amendment), December 19, 1997 (Second Amendment), and May 15, 2000 (Third Amendment) 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 further amended as follows: A) The positive covenant referenced in section 6.1.4 shall be replaced by the following: Until payment in full of any amounts due under the terms of this Offer, the Borrower shall; 6.1.4 maintain a Shareholders Equity of at least $2,100,000 as at September 30, 2000, $2,250,000 as at December 31, 2000 and $2,500,000 as at March 31, 2001 and all subsequent periods; as determined in accordance with section 8.1. 2. A $5,000 amendment fee will be charged to the Borrower in connection with the amendments and waivers set forth herein. 3. 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 and amendment, consent or waiver with respect to any other term, covenant, matter, time or occasion. 350 Burnhamthorpe Road West Suite 216 Mississauga, Ontario L5B 3J1 Telephone: (905 ###-###-#### Fax: (905 ###-###-#### Amendment to Offer of financing - -------------------------------------------------------------------------------- 4. This letter agreement supersedes and replaces any prior agreements of understandings with respect to any of the matters provided for herein. 5. This letter agreement shall be deemed to have been made in the Province of Ontario 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 and 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/ Sean Noonan Per: /s/ Ellis Gaston ------------------------------ ------------------------------ Sean Noonan Ellis Gaston Account Manager Senior Manager ACCEPTANCE We acknowledge and accept the terms and conditions of this letter agreement as of the day first written above. CATALINA LIGHTING CANADA, (1992) INC./ LUMIERES CATALINA CANADA, (1992) INC. Per: /s/ Robert Hersh ------------------------------ Name: Robert Hersh Title: CEO and President - -------------------------------------------------------------------------------- Catalina Lighting Canada, (1992) Inc./Lumieres Catalina Canada, (1992) Inc.