EXHIBIT 4.05(g)
THIRD MODIFICATION OF COMMERCIAL REVOLVING LOAN,
TERM LOAN, AND SECURITY AGREEMENT
This THIRD MODIFICATION OF COMMERCIAL REVOLVING LOAN, TERM LOAN, AND
SECURITY AGREEMENT (the "Third Modification") is made as of this 12th day of
February, 1997 by and between Marine Management Systems, Inc., a Delaware
corporation authorized to do business in the State of Connecticut, with an
office located at 000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 ("Company"),
and People's Bank, a Connecticut banking corporation, with an office at 000
Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 ("Bank").
W I T N E S S E T H:
WHEREAS, Company and Bank entered into a certain Commercial Revolving
Loan, Term Loan and Security Agreement dated as of the 4th day of June, 1993
(the "Agreement") whereby the Bank agreed to make loans and advances and
otherwise extend credit to Company; and
WHEREAS, Bank and Company amended the Agreement pursuant to a
Modification of Commercial Revolving Loan, Term Loan and Security Agreement with
Marine Management Systems, Inc., dated as of the 22nd day of September, 1993
(the "First Modification"); and
WHEREAS, Bank and Company further amended the Agreement pursuant to a
Second Modification Commercial Revolving Loan, Term Loan and Security Agreement
dated December 22, 1995 (together with the "First Modification, collectively,
"Prior Modifications"); and
WHEREAS, Bank and Company desire to further amend the Agreement to
extend the Maturity Date and to make certain other modifications to the
Agreement; and
WHEREAS, Section 16.04 of the Agreement provides that no modification
or amendment of the Agreement shall be effective unless the same shall be in
writing and signed by the parties thereto.
NOW, THEREFORE, in consideration of one dollar ($1.00) and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Bank and Company agree as follows:
1. Amendment of Agreement. Bank and Company hereby agree to
amend the Agreement as follows:
a. Article I, Section 1.01(d) of the Agreement, entitled
"Borrowing Base," is hereby repealed in its entirety and the following is
inserted in lieu thereof as a new Section 1.01.d, also entitled "Borrowing
Base":
(d) "Borrowing Base" means an amount equal to
the lesser of (i) Four Hundred Thousand and
no/100 ($400,000.00) Dollars, or (ii) (x)
seventy (70%) percent of the net balance due
on Acceptable Receivables and (y) one
hundred (100%) percent of cash on deposit by
Company (not to include cash collateral [as
defined herein]).
b. Article IV, Section 14.01(a) entitled "Term and
Termination" is hereby amended to change the termination date of December 31,
1997 to April 1, 1998.
c. Article VIII shall be amended to add to the Agreement,
immediately the following Section 8.14, the following:
8a.01. Company shall make an Initial Public
Offering ("IPO") by May 15, 1997, whereby
the Company will sell 1,200,000 shares of
Company's stock at $5.00 per share
generating $6,000,000.00 in gross proceeds
once the IPO is completed. The Company will
receive a minimum of $5,000,000.00 in gross
proceeds from the sale of the Company's
stock and a minimum of $2,900,000.00 in net
proceeds from such sale no later than May
15, 1997.
8a.02. Financial Reporting. After the closing of
the IPO, the Company shall deliver to the
Bank within five (5) days of filing, copies
of all reports and other financial
disclosures filed by the Company with the
Securities and Exchange Commission or
otherwise filed in accordance with state or
Federal law.
8a.03. Deposit Account. Upon closing of the IPO,
the Company shall deposit cash in the amount
of $800,000.00 into an account maintained by
the Company at the Bank ("Deposit Account"),
which Deposit Account shall be assigned to
the Bank as additional security for the Loan
and shall execute and deliver a Pledge and
Security Agreement in form and substance
acceptable to Bank. At all times while the
Loan is outstanding, the Company shall
maintain a minimum balance of $800,000.00 in
the Deposit Account. The Deposit Account
shall be in addition to any other checking
accounts or deposit accounts maintained by
Company at Bank.
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2. Effect of Amendment. Bank and Company hereby agree and acknowledge
that except as expressly modified by this Third Modification, the Agreement, as
amended by the Prior Modifications, the Notes and the Other Documents remain in
full force and effect, and have not been modified or amended in any respect, it
being the intention of Bank and Company that this Third Modification and the
Agreement as amended by the Prior Modifications be read, construed and
interpreted as one and the same instrument.
3. Capitalized Terms. All capitalized terms not otherwise defined in
this Third Modification shall have the meanings ascribed to such terms in the
Agreement.
IN WITNESS WHEREOF, Bank and Company have executed this Third
Modification as of the date first above written.
COMPANY:
MARINE MANAGEMENT SYSTEMS, INC.
/s/ Xxxxx X'Xxxxxx
------------------------------------
/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxx
------------------------------------ ---------------------------
Xxxxxx X. Xxxxx
Vice President
Duly Authorized
BANK:
PEOPLE'S BANK
/s/ Xxxxx X'Xxxxxx
------------------------------------
/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxxx X. Xxxxx
------------------------------------ ---------------------------
Xxxxxxxx X. Xxxxx
Vice President
Duly Authorized
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