April 1, 1999
Xxxxx Xxxxxx Corporation
000 Xxxxx 00 Xxxxx
Xxxxxxxx, Xxx Xxxx 00000-0000
Re: Amendment to Loan And Security Agreement
Gentlemen:
Reference is made to the financing arrangements between
Congress Financial Corporation ("Lender") and Xxxxx Corona
Corporation ("Borrower") pursuant to the terms of the Loan and
Security Agreement, dated February 28, 1997, between Lender and
Borrower (the "Loan Agreement" and, together with any supplements
thereto and all other agreements, documents and instruments
between Borrower and Lender relating thereto as the same have
heretofore or contemporaneously been or may be hereafter amended,
modified, supplemented, extended, renewed, restated or replaced,
collectively, the "Financing Agreements"). Capitalized terms
used herein shall have the meanings assigned thereto in the Loan
Agreement and in the other Financing Agreements, unless otherwise
defined herein).
In consideration of the mutual agreements and covenants
contained herein and other good and valuable consideration, the
parties hereto agree as follows:
1. Definitions.
(a) Amendments to Definitions.
(i) Section 1.36 ("Mortgage") of the Loan
Agreement is hereby deleted in its entirety and the following
substituted therefor: "1.36 Intentionally Omitted";
(ii) Section 1.44 ("Real Property") of the Loan
Agreement is hereby amended by (A) deleting the comma at the end
of the third line thereof and substituting a period therefor and
(B) deleting the following language appearing in the fourth and
fifth lines thereof: "including without limitation, the real
property and related assets more particularly described in the
Mortgage located in Cortland, New York."
(b) Additional Definition. As used herein, the
following term shall have the meaning given to it below and the
Loan Agreement and the other Financing Agreements are hereby
amended to include, in addition and not limitation, the following
definition:
"Special Availability Reserve" shall mean the
Availability Reserve established by Lender
upon the closing of the sale by Borrower of
its real property located in Cortland, New
York in an amount equal to $750,000."
2. Amendment to Loan Agreement. Section 9.5 ("Insurance")
of the Loan Agreement is hereby amended by deleting the following
language appearing in the seventh sentence thereof: "except as
otherwise provided in the Mortgage with respect to the Real
Property,".
3. Consent. Subject to the terms and conditions set forth
herein, Lender hereby (a) consents to the sale by Borrower of its
Real Property located in Cortland, New York, more particularly
described in the Mortgage, Security Agreement and Fixture Filing,
dated February 28, 1997, by Borrower in favor of Lender (the
"Cortland Property") and the equipment described on Schedule A
hereto (collectively, the "Sold Equipment") and (b) agrees to
release its mortgage on the Cortland Property and its security
interest in the Sold Equipment concurrently with the sale thereof
by Borrower; provided, that: (i) such sale shall have occurred by
no later than April 9, 1999; (ii) the amount of net cash proceeds
received by or payable to Borrower from such sale shall be not
less than $2,000,000 (the "Sale Amount"), which Sale Amount shall
be sent by wire transfer directly to Lender for application to
the then outstanding Obligations (including principal, interest,
fees, costs and expenses) of Borrower to Lender (including
Borrower's Obligations to Lender under the Term Note) in such
order and manner as Lender shall determine; and (iii) effective
upon the receipt of the Sale Amount, Lender may establish the
Special Availability Reserve.
4. Representations, Warranties and Covenants. In addition
to the continuing representations, warranties and covenants
heretofore or hereafter made by Borrower to Lender pursuant to
the Financing Agreements, Borrower hereby represents, warrants
and covenants with and to Lender as follows (which
representations, warranties and covenants are continuing and
shall survive the execution and delivery hereof and shall be
incorporated into and made a part of the Financing Agreements):
(a) On or about the date hereof, Borrower has sold the
Cortland Property to S.C.W.P., LLC. ("Purchaser") and on or about
the date hereof all of the proceeds of such sale have been or
shall be remitted to Lender for application to the Obligations in
accordance with Section 3 hereof. The net cash proceeds from the
sale of the Cortland Property are not less than the Sale Amount.
(b) As of the date hereof, and after giving effect to
the sale of the Cortland Property, the security interests in and
liens upon the Collateral of Lender are and shall continue to be
in full force and effect, except for such liens upon the Cortland
Property.
(c) Borrower shall cause all amounts at any time
payable to it for the sale of the Cortland Property to be paid by
Purchaser directly to Lender for application to the Obligations
in such order and manner as Lender shall determine.
(d) In the event Borrower receives any amounts at any
time after the date hereof for the sale of the Cortland Property,
such amounts shall be collected by Borrower and held by it in
trust for Lender and shall, within one (1) Business Day of
receipt be remitted to Lender in the form received, with any
necessary assignments or endorsements, for application to the
Obligations in such order and manner as Lender shall determine.
(e) Borrower is leasing back a portion of the Cortland
Property, after the sale thereof as described above, solely for
the purpose of storing certain of Borrower's books and records
from its prior fiscal years and not for any other purpose,
including, without limitation, the storage or location of
Borrower's Inventory or Equipment at the Cortland Property.
(f) As of the date hereof, and after giving effect to
the sale of the Cortland Property, no Event of Default exists or
has occurred and is continuing, and no event has occurred or
condition exists and is continuing which, with notice or passage
of time or both, would constitute an Event of Default.
(g) This Amendment has been duly executed and
delivered by Borrower and is in full force and effect as of the
date hereof, and the agreements and obligations of Borrower
contained herein constitute the legal, valid and binding
obligations of Borrower enforceable against Borrower in
accordance with its terms.
5. Conditions Precedent. The effectiveness of the consent
in Section 3 hereof and the amendments contained herein shall be
subject to the satisfaction of all of the following conditions
precedent in a manner satisfactory to Lender and its counsel:
(a) all representations and warranties contained
herein shall be true and correct;
(b) Lender shall have received an original of this
Amendment, duly authorized, executed and delivered by Borrower;
(c) Lender shall have received the Sale Amount.
6. Effect of this Amendment. This Amendment shall be
effective upon execution by Lender and Borrower and contains the
entire agreement of the parties with respect to the subject
matter hereof and supersedes all prior or contemporaneous
correspondence, memoranda, communications, discussions and
negotiations with respect thereto. No changes or modifications
to the Financing Agreements have been or are being made or are
intended hereby, except as expressly set forth herein, and in all
other respects the Financing Agreements are hereby specifically
ratified, restated and confirmed by all parties hereto as of the
date hereof. In the event that any term or provision of this
Amendment conflicts with any term or provision of the Financing
Agreements, the term or provision of this Amendment shall
control.
7. Governing Law. The rights and obligations hereunder of
each of the parties hereto shall be governed by and interpreted
and determined in accordance with the laws of the State of New
York.
8. Headings. The headings listed herein are for
convenience only and do not constitute matters to be construed in
interpreting this Amendment.
9. Binding Effect. This Amendment shall be binding upon
and inure to the benefit of each of the parties hereto and their
respective successors and assigns.
10. Counterparts. The Amendment may be executed in any
number of counterparts, but all of such counterparts shall
together constitute but one and the same agreement. In making
proof of this Amendment, it shall not be necessary to produce or
account for more than one counterpart thereof signed by each of
the parties hereto.
Very truly yours,
CONGRESS FINANCIAL CORPORATION
By: /s/ Xxxxx Xxxxxx
Title: Asst. Vice President
AGREED AND ACCEPTED:
XXXXX CORONA CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
Title: Sr. Vice President
Chief Financial Officer
Schedule A
Asset Number Description
3221 "Johansson ram type drill press. PDF, power ram,
power table up, 33 - 1400 rpm (8), 20"" X 38""
work table, 24"" ram travel, 2hp spindle motor, 3-
60-220 "
3413 "Japax Japt 3FM wire EDM, model LXE 50 s/n 145-01-
076 complete with FE-03 power supply and
Dialectric coolant unit PW20E, 1985"
3423 "Xxxxxx Majestic hydraulic ID-OD universal
cylindrical grinder, 12"" swing, 20"" centers, 1.5
hp wheelhead, 1 hp workhead, Sony 2-axis DRO,
coolant, lube, s/n 2470-1-C87"
3517 "Xxxxxx Majestic 612 hand feed surface grinder, 6""
X 12"" electro-magnetic xxxxx, 1.5 hp spindle,
coolant, s/n 5389 YM-88, 3/60/220-440"
3532 "Monarch VMC 45, 42"" X 18-1/2"" table, GE Fanuc 11
control, 40 tool changer, s/n 88339, 3/60/220,
1988"
3604 "Xxxx-Fayscott model 618 hyd/DF surface grinder,
plunge feed, Xxxxxx 6"" X 18"" electro-magnetic
xxxxx with control, Accurite III XXX, 0xx, s/n
30128FC, 3/60/220-440"
3696 "Elox Heritage #12 ram type EDM sys 11 CEF 50
control, s/n 004855"
3805 "Xxxxx W914 horizontal bandsaw, up to 300 fpm,
power up & down, 1 hp, unload roller conveyor,
manual, s/n W-914653, 3/60/220-440"
3808 "Charmilles Robofill 4000 wire EDM, Robofill
control, model 1.0046, RemCor cooling system, s/n
73215, 3/60/440"
3818 "Compumill 3000 CNC vertical mill, 2 hp head, 4000
rpm variable, #30 quick change spindle nose, 3-
axis, Dynapath 20-ME Delta Series CNC control, "
3932 "Bridgeport EZ Trak-SX vertical milling machine, 2
hp milling head, 4200 rpm variable, EZ Trak -SX
control, s/n 264100E, 3/60/220-440"
3933 "Brideport EZ Trak-SX vertical milling machine, 2
hp milling head, 4200 rpm variable, EZ Trak-SX
control, s/n 264123E, 3/60/220-440"
3973 "Okamoto model ACC 8-20DX hydraulic surface
grinder, incremental & plunge feeds, 8"" X 20""
Xxxxxx Electro-manetic xxxxx with control,
vertical postioning display, 8"" X 1"" grinding
wheel 8000sfm, coolant tank with Magclean, s/n
62249, 3/60/220-440"
3997 "Agie Elox Mondo 3, Agie Futura II control, s/n
001015, 1993"
4023 "Elox Heritage #8 ram type EDM, type sys 11 CEF 50
control, s/n 004875"
4025 "Charmilles Robofill 200 wire EDM, Robfill 200
control, model 8.0237, Ebb filter, s/n 20653,
3/60/420"
398801 "Econo-line sandblast cabinet, 48" X 22" cabinet,
10" X 22" window, 2 hand w/ recovery unit & dust
collector. "
398802 "Econo-line sandblast cabinet, 24" X 20"
cabinet, 9.5" X 4" window, 2 hand "
1085 "Torit model 90 - 219 dust collector, s/n J6079,
3/60/220-440"
1410 "Xxxxxxx engine lathe, 15" swing X 52" centers,
45 - 1800 rpm geared drive, threading, 2-3/8"
spindle hole, coolant, tooling, s/n 126208,
3/60/220-440"
1890 "Diacro model #24 shear, lever operated, 24""
width, 16 ga capacity, S/N 5121"
2214 "Bliss model 21M, 45 ton, air cushion, air actuated
brake, s/n H38848, 3/60/220-440"
2091 "Hardinge tool room lathe, 9"" swing, collet
closer, cross slide, tailstock, 5C collets, 230 -
3500 rpm, 3/60/440, s/n DV-59-6692-3"
2340 "Engleberg 4"" abrasive belt grinder, 1hp,
3/60/220-440"
2334 "Mitsui type 407 3-axis hydraulic die block
surface grinder, 15"" X 27"" Xxxxxx electro-
magnetic xxxxx with neutrol, over the wheel
hydraulic dresser, coolant, lube, control panel,
s/n 565"
2800 "Worcester 618 hydraulic surface grinder, 6" X
18" Xxxxxx electro-magnetic xxxxx with neutrol,
8" wheel, coolant tank, 2 hp spindle, s/n S3-
35033-82, 3/60/220-440"
2904 "Hardinge tool room lathe, 9"" swing, collet
closer, cross slide, tailstock, 5C collets, 230 -
3500 rpm, 3/60/440, s/n DV-59-6329-3"
2951 "Xxxxxx model B tool makers grinder, sweep type,
8" X 15" pm magnetic xxxxx, 4" X 8" pm
magnetic xxxxx, 7" cup wheel, s/n 317, 3/60/220"
6626 "Bridgeport series I vertical miil, 2 hp head, 4200
rpm variable, 42"" table, servo feed, chrome
plating, 2 axis DRO, JIC box push button control,
s/n 250866, 3/60/220-440"
3079 "Xxxxx & Xxxxxx model TC14, Nova light, reflection,
Sony 2 axis DRO,"
4206 "Sunnen hone, 200 - 1600 rpm, 1/2 hp, mandrels, s/n
44732, 3/60/220-440"
4471 "DoAll vertical band saw, model 1612, 125" blade
length, 50 - 5200 fpm, 24"" square tilting table,
16" throat, blade welder model DBW-15, s/n 287-
69158, 3/60/220-440"
4785 "Monarch floor model 2F-15 drill press, 30"" swing,
power table up, 300 - 1800 rpm, 24"" X 26"" table,
2 speed motor, 1.5 hp, 3/60/220"
14815 "Xxxxx #3 jig grinder, 10"" X 19"" table, 3
grinding heads, s/n 7332, 3/60/220"
5760 "Torit model 75 dust collector s/n D1122, 1/60/115"
6005 "Xxxxxx model H80-7 80 ton hydraulic H-frame press,
48" between housings, 42"" height, s/n 916076"
6059 "Xxxxx #2 jig bore, 10.5" X 19.5" table, quick
count 2 axis DRO, 1 & .5 hp, 3/60/440 tool
cabinet"
6077 "Wilton floor model drill press, type 24204, 24""
swing, (8) 85 - 1460 rpm, 21"" X 15"" tilting
table, 3/60/440, s/n 52447"
6091 "Trubor injection molding machine, model
75 RS 3-1/2CV, 75 ton, 3 0z, 20 hp, s/n 7772-1,
3/60/440, 1977"
6250 "OGP 30 Opticom optical comparator, Opticom
Qualifier 30, Xxxxx-Check 2000, reflection"
6290 "Eltee Pulsitron model EP30 EDM, Eltee control, s/n 522"
6388 Demagnetizer model 10457800
6407 "Bridgeport series I vertical miil, 1.5hp head,
4200 rpm variable, 42"" table, servo fed, chrome
plating, Accurite 2 axis DRO, s/n 117648,
3/60/220-440"
576001 "Torit model 75 dust collector, 1 hp, 3/60/220, s/n 7031"
298 "Crown #12 walk behind pallet truck, model 3WRTG,
3000 lb capacity, s/n W-10435"
2129 "Black & Xxxxxx 6"" double end pedestall grinder,
1/4 hp, 1/60/115"
2576 "Rockwell 1"" abrasive belt grinder"
2594 "Diacro 6"" corner notcher, lever operated, s/n 1856"
3129 "Xxxxxxx Type 000 XX xxxxx xxxxxxx, 0"" wheel, s/n G77728A"
3686 "Brierley end mill - tool grinder, model ZB-50, 6""
Xxxxx 0 xxx xxxxx, .00 Xx, s/n 506-M-1419,
3/60/000-000-000"
26461 "Hardinge tool room lathe, 9"" swing, collet
closer, cross slide, tailstock, 5C collets, 230 -
3500 rpm, 3/60/440, s/n DV-59-9840-3"
8030 "Xxxx model B-10/2J coil cradle 2000 lb capacity,
10" X 40" coil capacity, s/n 21-333"
N/A "Eltee Pulsitron model EP30 EDM, Eltee control, s/n 692"
N/A "Xxxxxx-Majestic 618 hand feed surface grinder,
6" X 18" Xxxxxx pm xxxxx, power up & down to
spindle, 2 hp spindel, Parker Multiple Spindle
Unit (4) 2200 - 3400 rpm, coolant, lube, s/n 3867-
7B-81, 3/60/220-440"
N/A "Baldor 6"" DE pedestal grinder"
N/A "Baldor DE tool grinder
N/A "Linde Hiliarc model 250HF stick type arc welder,
current range low 5 - 60A, high 20 - 320A, input
208-230/460V 60cy 1ph, output 79-72/30V 250a,s/n
B87G67202"
N/A "State 20"" disc grinder on stand, 2 hp, 1/60/115"
N/A "Xxxxxxxx Dryer, model 50CL, s/n 7340712, 3/60/440"
N/A "Bridgeport series I vertical miil, 2hp head, 4200
rpm variable, 42"" table, servo fed, Pathfinder 10
- 2 axis DRO, s/n 185356, 3/60/220-440"
5423 "Bridgeport series II vertical mill, 4hp head, 3500
rpm variable, #40 Quick change spindle, 11" x
60" table chrome, 3 axis power feed, S/N 1015,
3/60/220/440"
6407 "Bridgeport series I vertical mill, 1/5 hp head,
4200 rpm variable, 42"" table chrome, Accurite 2
axis Dro, S/N 117648, 3/60/220/440"
2999 "Hardinge tool room lathe, 9"" swing, collet
closer, cross slide, tailstock, 5C collets, 230 -
3500 rpm, 3/60/440, s/n DV-59-9840-3"
N/A "Hardinge Model TM-UM Horizontal Mill, (0) 000-0000
RPM, 6.5"" x 23.5 swivel table, Servo fed, overarm
& support, 1HP, 3/60/230, cross slide, tailstock,
5C collets, 230 - 3500 rpm, 3/60/440, s/n DV-59-9840-3"
3515 "Minster model p2-100-48 Piecemaker straight side
press, 100-300SPM, 2"" stroke,4"" Adj, 19"" SH,
48" x 31" Bolster, AIC Clutch control panel, S/N
P2-100-115937, 3/60/220/440"
2287 "Producto hand tapper, s/n 2336947"
N/A "6"" DE pedestal grinder"
2324 "Thor heavy duty 10"" pedestal grinder"
N/A "Black Diamond model 1B drill grinder, 1/32" -
11/32", 1/3 hp, s/n 18285"
N/A "Dumore tool post grinder s/n 6365, on bench"
N/A "Kalamazoo abrasive cut-off saw, 10"" wheel, quick
acting vise, 5 hp, 3/60/230-460"
N/A "7 computers -2 WITH Auto CAD, 2 with Master CAM,
and 3 Personal Computers (PC's)" "$2,500.00 "
N/A "Deckel model SO tool grinder, s/n 73-15097, 3/60/220"
N/A 4 Hand Winch lift trucks
N/A "32 Lista & Xxxxxx Toolmaker work benches, maple tops"
N/A "Xxxxxxx XX Furnace, Anvil,2 Dip tanks"
N/A "Acting Vise, 5 HP, 3/60/230-460"
N/A Welding bench & supplies
N/A Miscellaneous granite surface plate
N/A Miscellaneous Troyke rotary tables - various sizes
N/A Miscellaneous machine vises
N/A "Miscellaneous steel, aluminum and screws in the Toolroom crib area"
N/A All existing inspection related items
N/A 10 steel work benches
N/A Tops
N/A All existing Toolroom office furniture
Schedule A continued
Computer room and floor
Computer room HVAC & COMPUTER FLOOR
Water coolers
H.R. & Xxx Xxxxxx Offices
Long wall from rest rooms to factory
Bulletin Boards
Coat Rooms racks
All plant construction drawings
All phones on walls
Tool Room offices
All items, equipment, tools in Maintenance department
including benches, welding equipment and booth (2) lathes,
(2) drill presses, air compressor, 2 fork lifts (1 Xxxxx
model P-50) other to be identified, all maintenance
supplies, press, bandsaw, all fluorescent bulbs, all
ladders.
Model Room paint booth
Dimension 2000PBX phone system
Floor scale
Hi Jackers (all)
Closed loop cooling system
Barrel Crusher
All items, supplies and tools in Boiler Room
Press breaks
All air compressors
Emergency Lighting System
All maintenance tools
For tractor and all accessories including bursh hog and
bucket
1990 Chevrolet _ ton 4x4 pick up truck with xxxxxx plow
Xxxx Deere yard tractor with all accessories including snow
equipment and mower deck
All wood shop tools, equipment and supplies
Joy air compressor
3 portable offices
All Cafeteria equipment presently on premises including
coolers, cooking and serving equipment
75 Chairs in Cafeteria, 10 tables
10 Letter size 4 drawer upright filing cabinets
10 Large office desks
All office equipment locked up in caged area in rear of
building
CAFETERIA INVENTORY 2/8/99 UPDATED 3/29/99
THIS INVENTORY IS TO THE BEST OF OUR KNOWLEDGE
19 Tables 6X3
19 Tables 3X3
48 Blue Chairs
3 Red Chairs
36 Salt & Pepper Sets
20 Trays
1 Server with Microwave - Fold Down Sides 28"X7'.4"
1 Napkin Dispenser
1 Silverware Holder - for Plastic
1 Silverware Holder - Silverware stands up in round cups
2 Server 2 folding sides (FF Warmer) 28X28
1 Tray & Silverware Holder
2 Cold Storage Refrigerators
1 Rolling Cart 32X32
1 Cold Serving Table with Folding Sides 5'
1 4 Slice Toaster
1 Pl ant Stand
1 Fr ench Fryer & Grill
2 French Fry Pans
1 Heat Lamp & Stand - 2 Lamps
1 Serving Table with Folding Sides 42X28
1 Hot Serving Table with Folding Sides 60X28
2 Industrial Can Openers
2 Large Pots with Lids
5 Oven Racks - Go in Stoves
1 Ice Tea Server
2 Hot Soup Servers
2 Bagel Holders
2 Old Cash Registers
7 Xxxxx Racks
1 Committee Freezer
1 Stainless Steel Sink & Counter
2 Stainless Steel Tables 32X24
1 Large Industrial Doe Mixer
1 Small Industrial Doe Mixer
2 Deep Fryers
1 Over 4 Door 6'X3'
1 Stainless Steel Vent over the stove
1 Stove & 3 Ovens
1 Stainless Steel Island with Sink
2 Paper Towel Dispensers
1 Stainless Steel Island at end of Sink
1 Stainless Steel Sink with 3 Sinks & 2 Water
4 Carts 18X27
1 Ice Machine Series 600
1 Warmer - Victoria
1 Refrigerator - Victoria
1 Stainless Steel Garbage Dispenser & Counters
1 Dishwasher
1 Stainless Steel Wall Shelf above Disposal
1 Coffee Maker 101 cups
1 Cart 18X24
2 Walk in Coolers
1 Wooden Cart & Stainless Steel Bowl - Mix by Hand Cart
11 Pairs of Tongs
18 Xx Xxxxx Knives
3 Lg Pizza Cutters
3 Spatulas
2 Apple Corer's
1 Meat Tenderizer
2 Egg Slicers
20 Lg Stainless Steel Spoons
2 Lg Forks
13 Ice-cream Scoops
7 Plastic Salad Forks
1 Set Measuring Spoons
1 Fruit Scoop
1 Cork Screw
1 Plastic Ladle
1 Hand Can Opener
1 Pie Server
1 Xx Xxxxxx
9 Rubber Spatulas
3 Wire Whips
12 Ladles
8 2" Hotel Pans
1 6" Hotel Pan
5 2" Hotel Pans - Small
2 6" Hotel Pans - Small
3 Soup Pots
9 Cookie Sheets
5 Cutting Boards
1 Muffin Pans
6 2" Hotel Pans with Holes
14 Dishwasher Holder for Dishes
2 Cookie Holders
2 Ice Scoops
2 8" Hotel Pans
11 2" Tins for Deli Bar Small
4 4" Tins for Xxxx Xxx
0 0" Xxxx for Deli Bar
1 Small Cookie Sheet
1 Misc. Spoon for Salad Bar
7 Misc. Bowls all Sizes for Mixing
30 Knives
18 Soup Spoons
129 Tea Spoons
174 9" Plates
12 Oblong Plates
32 Cups
9 6" Sauce Dishes
140 Saucers
69 Salad Bowls
27 7 1/2" Plates
5 Creamers
4 Sugar
116 Monkey Dishes
3 12" Sauce Pans
1 10" Sauce Pan
1 16X5" Round Pan
3 12X13" Pans
3 Strainers
1 Restaurant Toaster
1 Warmer
2 Ice Machines
1 Shelf at Front of Serving Table
All Wooden Shelves in Store Rooms
