EXHIBIT 10.7(c)
[LETTERHEAD OF MARINE MIDLAND BANK c/o HSBC BUSINESS LOANS, INC. APPEARS HERE]
October 31, 1996
Number Nine Visual Technology Corporation
00 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxxx X. Xxxxx, Chief Financial Officer
Gentlemen:
Reference is made to a Loan and Security Agreement between Marine Midland
Bank, as assignee of Marine Midland Business Loans, Inc. (the "Secured Party")
and Number Nine Visual Technology Corporation (the "Debtor") dated December 10,
1992, together with the Second Consolidated and Restated Amendment dated March
27, 1996 (hereinafter referred to collectively as the "Agreement").
Notwithstanding the provisions of the Agreement, it is agreed, effective
immediately, that the Agreement shall be amended as follows:
Item 30(b) of the Schedule attached to the Agreement is hereby stricken in
its entirety and the following new Item 30(b) substituted therefor:
"(b) Minimum Tangible Net Worth: Debtor shall at all times
maintain a Minimum Tangible Net Worth in an amount not
less than $23,500,000.00 for the quarter and for the
fiscal year ending December 28, 1996, and for each
subsequent fiscal year to be not less than the amount
required for the prior fiscal year plus seventy-five
(75%) percent of the Debtor's net income earned for
the current year, after provision for taxes, provided
that there shall be no reduction in the required
Minimum Tangible Net Worth for losses.
"Tangible Net Worth" means the sum of stockholders'
equity plus the principal balance of any debt that is
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subordinated to Secured Party in a manner satisfactory
to Secured Party, minus the book value of Intangible
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Assets (as defined below), all determined in accordance
with generally accepted accounting principles
consistently applied.
"Intangible Assets" means (1) all loans or advances to,
and other receivables owing from, any of Debtor's officers,
employees, directors or members of their families or owing
from any of Debtor's subsidiaries or affiliates, (2) all
investments, whether in a subsidiary or otherwise, (3) goodwill,
and (4) any other assets deemed intangible under generally
accepted accounting principles."
Kindly note that the alterations to the Agreement contained herein do not
in any way alter, releases or change any other sections contained in the
Agreement.
Please acknowledge your agreement to the foregoing by signing the enclosed
copy of this letter and returning the same to the undersigned.
Very truly yours,
MARINE MIDLAND BANK
By: [SIGNATURE APPEARS HERE]
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UNDERSTOOD AND AGREED TO:
NUMBER NINE VISUAL
TECHNOLOGY CORPORATION
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Chief Financial Officer
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