the subject matter hereof and thereof, and any other prior or
contemporaneous agreements, whether written or oral, with respect hereto or
thereto are expressly superseded hereby and thereby, shall be governed by and
construed in accordance with the laws of the State of California and shall be
binding upon and inure to the benefit of the successors and assigns of the
parties hereto.
BORROWER HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES THE
LENDER AND ITS PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS
(COLLECTIVELY, THE "RELEASED PARTIES") FROM ALL KNOWN CLAIMS, DEMANDS, CAUSES OF
ACTION, DAMAGES, COSTS, EXPENSES AND LIABILITIES WHATSOEVER, WHETHER FIXED,
CONTINGENT OR CONDITIONAL, OR AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN
PART ON OR BEFORE THE DATE THIS LETTER AGREEMENT IS EXECUTED THAT BORROWER MAY
NOW HAVE AGAINST THE RELEASED PARTIES, IF ANY, IRRESPECTIVE OF WHETHER ANY SUCH
CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR
OTHERWISE, AND THAT ARISE FROM ANY LOANS, THE EXERCISE OF ANY RIGHTS AND
REMEDIES UNDER THE LOAN AGREEMENT, THE LOAN DOCUMENTS OR NEGOTIATION FOR AND
EXECUTION OF THIS LETTER AGREEMENT.
This Letter Agreement may be executed in counterparts, each of which shall
constitute an original, but all of which taken together shall constitute one and
the same instrument.
The terms and conditions of the Loan Agreement are hereby
incorporated by reference into this Letter Agreement.
This Letter Agreement shall become effective upon Borrower returning a executed
copy of this Letter Agreement to Lender.
Please indicate your agreement by signing in the space provided below.
Very truly yours,
WELLS FARGO FOOTHILL, INC.
/s/ JEFFREY ROYSTON
AGREED AND ACKNOWLEDGED:
SPECIAL DEVICES, INCORPORATED
By:
/s/ JAMES E. REEDER
Name:
James E. Reeder
Title:
VP Finance
Date:
August 10, 2004