Exhibit 10.7
April 6, 2000
Storage Computer Corporation
00 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Attn: Xx. Xxxxxxxx Xxxxxxxxxx, Chief Executive Officer
Re: Citizens Bank of Massachusetts
Financing for Storage Computer Corporation
Reference is made to the Second Amended and Restated Loan Agreement dated
as of November 16, 1998, as amended through the date hereof (the "Loan
Agreement") by and between Storage Computer Corporation (the "Borrower") and
Citizens Bank of Massachusetts, as successor in interest to State Street Bank
and Trust Company (the "Bank"). Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Loan Agreement.
The Borrower has requested that the Bank (i) waive the Existing Defaults
(as hereinafter defined) and (ii) amend the Loan Agreement to delete the
definition of Maturity Date in its entirety and replace it with the following:
"Maturity Date" shall mean May 5, 2000.
The Bank has agreed to waive the Existing Defaults and extend the Maturity
Date as set forth above upon the satisfaction of the following conditions:
1. Xxxxxxxx Xxxxxxxxxx pledges to the Bank within five days from the date
hereof as additional security for the Obligations (including obligations under
the Xxxxxxxxxx Guaranty) $1,000,000 in cash (the "Cash Collateral") and executes
all documents that the Bank may deem necessary to perfect its first-priority-
lien in the Cash Collateral.
2. The Borrower pays to the Bank on the date hereof a non-refundable
extension fee of $10,000.
3. On or before April 15, 2000, the Borrower reissues certain warrants
(previously issued to the Bank) substantially in the form of those dated October
25, 1999, Certificates W-1 and W-2, to Citizens Financial Group, Inc., Xxx
Xxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000.
4. Confirmation of the Xxxxxxxxxx Guaranty and the Other Security
Documents by Xxxxxxxx Xxxxxxxxxx.
In addition, the Borrower hereby agrees to pay on demand all of the Bank's
reasonable expenses in preparing, executing and delivering this extension
letter, and all related instruments and documents, including without limitation
the reasonable fees and expenses of the Bank's special counsel and all travel
related expenses of the Bank in connection with any filed audits or otherwise.
The Borrower and Guarantor acknowledge and agree that (i) Events of Default
exist under the Loan Documents, as set forth on Schedule 1 hereto (the "Existing
Defaults") and (ii) no Events of Default under the Loan Documents other than the
Existing Defaults exist on the date hereof.
The Bank hereby waives the Borrower's Existing Defaults for the periods and
the dates set forth on Schedule 1 attached hereto. This extension and waiver
shall relate only to the Existing Defaults. This extension and waiver is
limited as specified and shall not constitute a modification, amendment or
waiver of any other provision of the Loan Agreement or constitute a course of
dealing between the parties. This extension and waiver may be executed in any
number of counterparts and by the parties hereto on separate counterparts, each
of which counterpart when executed and delivered shall be an original, but all
of which together shall constitute one and the same instrument. From and after
the date hereof, all references to the Loan Agreement in the Loan Agreement
shall be deemed to be references to the Loan Agreement as modified hereby.
Please confirm that the foregoing correctly sets forth our agreement by
signing and returning the duplicate copy of this extension enclosed herewith.
Very truly yours,
CITIZENS BANK OF MASSACHUSETTS
By: /s/ Xxxxxxx Xxxxxx
---------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President
Storage Computer Corporation
April 6, 2000
Page 3
ACKNOWLEDGED AND AGREED:
STORAGE COMPUTER CORPORATION, as Borrower
/s/ Xxxxxxxx Xxxxxxxxxx
-----------------------------------
By:
Its: President
XXXXXXXX XXXXXXXXXX, as Guarantor
/s/ Xxxxxxxx Xxxxxxxxxx
-----------------------------------
Storage Computer Corporation
April 6, 2000
Page 4
EXISTING DEFAULTS
Schedule 1
The Existing Defaults under the Loan Agreement are as follows:
1. The failure of the Borrower to comply with the financial covenants
contained in Sections 7.01, 7.02 and 7.03 of the Loan Agreement for the months
ended November 30, 1999 and December 31, 1999.
2. The failure of the Borrower to deliver to the Lender on a timely basis
the following:
(a) the Borrower's annual financial statements for its fiscal year
ended December 31, 1999, as required by Section 5.03(a) of the Loan
Agreement; and
(b) the Borrower's monthly financial statements for the months ended
November 30, 1999, December 31, 1999, January 31, 2000 and February 29,
2000, as required by Section 5.03(b) of the Loan Agreement.
