Amendment to Loan and Security Agreement between Merrill Lynch Business Financial Services Inc. and Exactech, Inc.

Summary

This agreement amends the existing loan documents between Merrill Lynch Business Financial Services Inc. and Exactech, Inc. The main change is to the interest rate, which will now be a variable rate based on the 30-day Dealer Commercial Paper Rate plus 2.30%. The amendment becomes effective once Exactech signs and returns the agreement within 14 days and no default has occurred. All other terms of the original loan documents remain unchanged.

EX-10.67 3 0003.txt EXHIBIT 10.67 Private Client Group Merrill Lynch Business Financial Services Inc. 222 North LaSalle Street 17th Floor [MERRILL LYNCH LOGO] Chicago, Illinois 60601 ###-###-#### FAX: (312 ###-###-#### June 22, 2000 Exactech, Inc. 2320 N.W. 66th Court Gainesville, FL 32653 Re: Amendment to Loan Documents Ladies & Gentlemen: This Letter Agreement will serve to confirm certain agreements of Merrill Lynch Business Financial Services Inc. ("MLBFS") and Exactech, Inc. ("Customer") with respect to: (i) that certain WCMA AND TERM LOAN AND SECURITY AGREEMENT No. 9504550701 between MLBFS and Customer (including any previous amendments and extensions thereof), and (ii) all other agreements between MLBFS and Customer in connection therewith (collectively, the "Loan Documents"). Capitalized terms used herein and not defined herein shall have the meaning set forth in the Loan Documents. Subject to the terms hereof, effective as of the "Effective Date" (as defined below), the Loan Documents are hereby amended as follows: (a) The term "Interest Rate" shall mean a variable per annum rate of interest equal to the sum of 2.30% and the 30-day Dealer Commercial Paper Rate. The "30-day Dealer Commercial Paper Rate" shall mean, as of the date of any determination, the interest rate from time to time published in the "Money Rates" section of The Wall Street Journal for 30-day high-grade unsecured notes sold through dealers by major corporations. The Interest Rate will change as of the date of publication in The Wall Street Journal of a 30-day Dealer Commercial Paper Rate that is different from that published on the preceding Business Day. In the event that The Wall Street Journal shall, for any reason, fail or cease to publish the 30-day Dealer Commercial Paper Rate, MLBFS will choose a reasonably comparable index or source to use as the basis for the Interest Rate. Except as expressly amended hereby, the Loan Documents shall continue in full force and effect upon all of their terms and conditions. Customer acknowledges, warrants and agrees, as a primary inducement to MLBFS to enter into this Agreement, that: (a) no Default or Event of Default has occurred and is continuing under the Loan Documents; (b) each of the warranties of Customer in the Loan Documents are true and correct as of the date hereof and shall be deemed remade as of the date hereof; (c) Customer does not have any claim against MLBFS or any of its affiliates arising out of or in connection with the Loan Documents or any other matter whatsoever; and (d) Customer does not have any defense to payment of any amounts owing, or any right of counterclaim for any reason under, the Loan Documents. Exactech, Inc. June 22, 2000 Page No. 2 Provided that no Event of Default, or event which with the giving of notice, passage of time, or both, would constitute an Event of Default, shall then have occurred and be continuing under the terms of the Loan Documents, the amendments and agreements in this Letter Agreement will become effective on the date (the "Effective Date") upon which: (a) Customer shall have executed and returned the duplicate copy of this Letter Agreement enclosed herewith; and (b) an officer of MLBFS shall have reviewed and approved this Letter Agreement as being consistent in all respects with the original internal authorization hereof. Notwithstanding the foregoing, if Customer does not execute and return the duplicate copy of this Letter Agreement within 14 days from the date hereof, or if for any other reason (other than the sole fault of MLBFS) the Effective Date shall not occur within said 14-day period, then all of said amendments and agreements will, at the sole option of MLBFS, be void. Very truly yours, Merrill Lynch Business Financial Services Inc. By: /s/ Steve P. Terborg ------------------------------ Steven P. Terborg Senior Relationship Manager Accepted: Exactech, Inc. By: /s/ Joel C. Phillips ------------------------------ Printed Name: Joel C. Phillips Title: Chief Financial Officer