EXHIBIT 4.05(c)
Xxxxxxxx X. Xxxxx
Vice President
Commercial Banking
PEOPLE'S BANK
People's Bank
000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000-0000
203.359.6148
Fax: 000.000.0000
February 8, 1995
Xx. Xxxxxx X. Xxxxx
Executive Vice President
Marine Management Systems, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Dear Xxx:
Reference is made to the Commercial Revolving Loan, Term Loan and Security
Agreement dated as of June 4, 1993 (the "Loan Agreements") between Marine
Management Systems Inc. (the "Borrower") and People's Bank (the "Lender").
Lender acknowledges that certain acts or conditions have occurred which
constitutes events of default for periods ending June 30, 1993, September 30,
1993, December 31, 1993, March 31, 1994, June 30, 1994, September 30, 1994, and
December 31, 1994 under, and or defined in, the Loan Agreements; specifically:
Section #7.02 (d) Failure by Borrower to cleanup the outstanding balance for
30 days
Section #8.01 Failure by Borrower to deliver audited financial statements
Section #8.30 During 1994 the Borrower made advances to certain
officers without the express written consent of the Bank.
Section #8.32 During 1994 the Borrower's Net Working Capital fell below zero
Lender hereby waives each of the defaults specified above. Nothing herein shall
be deemed to constitute a waiver of any condition or event constituting an Event
of Default not specifically listed herein or of any condition existing on the
date hereof which would otherwise constitute an Event of Default; and provided,
further, that nothing herein shall be construed as a commitment or undertaking
of any nature to waive any Event of Default which may exist or arise on or after
the date hereof, whether or not included arising from facts similar or identical
to those specified above.
Lender consents to Borrower's request that as of the date hereof, the Loan
Agreements be amended as follows:
(a) Minimum Working Capital
Section #8.32 is hereby deleted
(b) Officer and Shareholder Loans/Advances
Section #8.30 is hereby deleted and the following is substituted in
lieu thereof: "Make or allow to exist any loans or advances in
excess of $463,000 to any officer, employee, shareholder or director
of Company without the express written consent of Bank.
(c) Capital Expenditures
Section #8.23 is hereby deleted and the following is substituted in
lieu thereof: "In any fiscal year, may not make any expenditure for
any asset which would be a Fixed Asset, or any expenditures for any
leases, including but without limitation capitalized or conditional
sales contract in the excess of $25,000.00 per annum in the
aggregate, or for any asset which would be an Intangible Asset in
the excess of $400,000.00 per annum in the aggregate, without
written consent of the Bank. For the purposes of this covenant, the
entire amount paid over the life of any capitalized lease or
conditional sales contract shall be deemed to be paid in the first
year of such lease or sales contract.
(d) Financial Statement
Section #8.01 (b) is hereby changed to delete the word "audit" and
substitute the word "review" therefor.
Except as specifically amended by the terms of this letter, all terms and
conditions set forth in the Financing Agreements (together with all Schedules
and Exhibits thereto) shall remain in full force and effect.
PEOPLE'S BANK
BY:/s/ Xxxxxxxx X. Xxxxx
------------------------------------
Xxxxxxxx X. Xxxxx, Vice President
Signed, sealed and delivered AGREED:
in the presence of:
Marine Management Systems, Inc.
/s/ [Illegible] By:/s/ Xxxxxx X. Story
---------------------------- ------------------------------------
Xxxxxx X. Story, President
/s/ Xxxxxx X. Xxxxx Date: 2/14/95
---------------------------- ------------------------------------
/s/ [Illegible] /s/ Xxxxxx X. Story
---------------------------- ------------------------------------
Xxxxxx X. Story, Guarantor
Date: 2/14/95
/s/ [Illegible] /s/ Xxxx X. Story
---------------------------- ------------------------------------
Xxxx X. Story, Guarantor
Date: 2/14/95
/s/ [Illegible] /s/ Xxxxxx X. Xxxxx
---------------------------- ------------------------------------
Xxxxxx X. Xxxxx, Guarantor
Date: 2/14/95
/s/ Xxxx X. Story /s/ Xxxxxx X. Xxxxx
---------------------------- ------------------------------------
Xxxxxx X. Xxxxx, Guarantor
Date: 2/14/95
