Mellon Bank
Supplement to Revolving Line of Credit Agreement
AMENDED AND RESTATED
The following constitutes the special provisions and/or special covenants and/or
modifications referred to in that Revolving Line of Credit Agreement dated June
21, 1995 (the "Credit Agreement") covering the Loans (as that term is defined in
the Credit Agreement)of the undersigned(the "Borrower")from Mellon Bank, NA
("Bank"). The following shall supersede any special provision or covenant
contained in any prior Supplement to Revolving Line of Credit Agreement and
shall be applicable to all Loans in existence on the date hereof or incurred
hereafter.
1. The provisions of this supplement shall, as of the date hereof, be deemed to
be fully incorporated by reference in, constitute a part of, and supplement the
provisions of, the Credit Agreement, which, except as supplemented hereby, shall
continue in full force and effect in accordance with its terms and conditions.
2. Borrower hereby covenants and agrees that, so long as any Loans are
outstanding, Borrower shall, except as Bank may grant its prior written consent:
a) Furnish to Bank, within 90 days after the end of each fiscal year of
Borrower, a financial statement of Borrower's profit and loss and surplus of
such fiscal year and a balance sheet as of the end of such fiscal year, in each
case setting forth in comparative form the corresponding figures for the
preceding fiscal year, all in reasonable detail and audited by an independent
certified public accountant not unsatisfactory to Bank, and certified by the
principal financial officer of Borrower.
b) Provide within 45 days from the end of each quarter an internal financial
statement of Borrower's profit and loss and a balance sheet as of the end of
such period, in each case setting forth in comparative form corresponding
figures for the preceding like period, all in reasonable detail.
Borrower to also furnish to Bank, within 45 days from the end of each quarter, a
report, as of the end of the preceding fiscal quarter, containing Borrower's
accounts receivable aging and a description of raw material and finished goods
inventory, including a listing of eligible Accounts Receivable and eligible
Inventory, all in reasonable detail and in form and content satisfactory to
Bank.
C)Furnish to Bank a Copy of Form(s) 10-K and 10-Q when provided to the
Securities and Exchange Commission.
d)Maintain at all times a ratio of Borrower's current assets to current
liabilities (as defined by GAAP) of not less than 1.75 to 11
Witness the due execution hereof intending to be legally bound this
21st day of June, 1995
Witness:
Individual:
/s/Xxxxx X. Xxxxxx
Corporation or Other Entity
C-COR Electronics, Inc.
/s/Xxxx X. Xxxxxxx
VP-Finance
Business Address
00 Xxxxxxx Xxxx, Xxxxx Xxxxxxx, XX 00000
MELLON BANK N.A.
/s/Xxxxx X. Xxxxx, AVP
X.X. Xxx 00, Xxxxx Xxxxxxx, XX 00000-0000
AMENDED AND RESTATED
The following constitutes the special provisions and/or special covenants and/or
modifications referred to in that Revolving Line of Credit Agreement dated June
21,1995 (the "Credit Agreement") covering the Loans (as that term is defined in
the Credit Agreement)of the undersigned (the "Borrower")from Mellon Bank N.A.
("Bank"). The following shall supersede any special provision or covenant
contained in any prior Supplement to Revolving Line of Credit Agreement and
shall be applicable to all Loans in existence on the date hereof or incurred
hereafter.
1. The provisions of this Supplement shall, as of the date hereof, be deemed to
be fully incorporated by reference in, constitute a part of, and supplement the
provisions of, the Credit Agreement, which, except as supplemented hereby, shall
continue in full force and effect in accordance with its terms and conditions.
2. Borrower hereby covenants and agrees that, so long as any Loans are
outstanding, Borrower shall, except as Bank may grant its prior written consent:
e)Maintain at all times a ratio of Borrower's total liabilities to tangible net
worth (as defined by GAAP) of not more than 1 to 1.
For purposes of this agreement, Tangible Net Worth shall mean stockholder's
equity in Borrower less treasury stock and less all items properly classified as
intangible, as determined in accordance with generally accepted accounting
principles consistently applied.
f) Maintain at all times a ratio of pre-tax interest coverage (defined as net
income before interest expense, taxes and depreciation divided by interest
expense) of not less than 15 to 1.
g) Not permit the outstanding balance and accrued but unpaid interest under
Borrower's Line of Credit extended pursuant to the terms hereof (The Revolving
"Line of Credit") to exceed an amount equal to 80% of the outstanding dollar
amount of Borrower's Eligible Accounts (as defined below).
"Eligible Accounts" means United States accounts, aged 90 days or less, created
or acquired by Borrower in the ordinary course of business which are and at all
times continue to be acceptable to Bank and in which Bank has a prior security
interest at all times, Standards of acceptability shall be fixed and may be
revised from time to time solely by Bank in its exclusive judgment.
Borrower agrees and acknowledges that Bank, at its sole discretion, may lend
additional amounts to Borrower in excess of the limitations set forth above and
may, from time to time upon 30 days notice, change the percentage loan limit of
Eligible Accounts set forth above.
Witness the due execution Hereof intending to be legally bound this 21st day of
June, 1995
Attest:
/s/Xxxxx X. Xxxxxx
Corporation or Other Entity
C-COR Electronics, Inc.
/s/Xxxx X. Xxxxxxx, VP-Finance
Business Address
00 Xxxxxxx Xxxx, Xxxxx Xxxxxxx, XX 00000
MELLON BANK, N.A.
/s/Xxxxx X. Xxxxx, AVP
X.X. Xxx 00, Xxxxx Xxxxxxx, XX 00000-0000
AMENDED AND RESTATED
The following constitutes the special provisions and/or special covenants and/or
modifications referred to in that Revolving Line of Credit Agreement dated June
21,1 1995 (the "Credit Agreement") covering the Loans (as that term is defined
in the Credit Agreement) of the undersigned (the "Borrower") from Mellon Bank,
N.A. ("Bank"). The following shall supersede any special provision or covenant
contained in any prior Supplement to Revolving Line of Credit Agreement and
shall be applicable to all Loans in existence on the date hereof or incurred
hereafter.
1. The provisions of this Supplement shall, as of the date hereof, be deemed to
be fully incorporated by reference in, constitute a part of, and supplement the
provisions of, the Credit Agreement, which, except as supplemented hereby, shall
continue in full force and effect in accordance with its terms and conditions.
2. Borrower hereby covenants and agrees that, so long as any Loans are
outstanding, Borrower shall, except as Bank may grant its prior written consent:
If the outstanding principal balance and accrued but unpaid interest on
Borrower's Line of Credit shall at any time exceed the limit set forth above,
then Borrower shall, upon Bank's request, pay immediately to Bank such excess on
demand or deliver immediately to Bank such additional collateral security as
Bank in its sole discretion may deem appropriate.
h) Except (i) indebtedness to Bank, (ii) current indebtedness arising from
transactions (other than loans) in the ordinary course of business, and (iii)
indebtedness reflected in the most recent financial statement of Borrower
submitted to Bank prior hereto, not incur, create, assume or permit to excess
any indebtedness or liability, in excess at any one time of $100,000.00.
Not incur, create, assume or permit to exist, any pledge, lien, charge or other
encumbrance of any nature whatsoever on any of its accounts receivable and
inventory, now or hereafter owned, other than (i) such encumbrances reflected in
the most recent financial statement of Borrower submitted to Bank prior hereto,
(ii) security interests granted in favor of Bank, (iii) pledges or deposits
under workers' compensation, unemployment insurance and social security laws, or
to secure the performance of bids, tenders, contracts (other than for the
repayment of borrowed money) or leases or to secure statutory obligations or
surety or other similar bonds used in the ordinary course of business, (iv) tax
liens which are being contested in good faith and by appropriate proceedings
diligently
Witness the due execution hereof intending to be legally bound this 21st day of
June 1995.
Witness:
/s/Xxxxx X. Xxxxxx
Corporation or Other Entity
C-COR Electronics, Inc.
/s/Xxxx X. Xxxxxxx VP-Finance
Business Address
00 Xxxxxxx Xxxx, Xxxxx Xxxxxxx, XX 00000 MELLON BANK N.A.
/s/Xxxxx X. Xxxxx, AVP
X.X. Xxx 00, Xxxxx Xxxxxxx, XX 00000-0000
AMENDED AND RESTATED
The following constitutes the special provisions and/or special covenants and/or
modifications referred to in that Revolving Line of Credit Agreement dated June
21, 1995 (the "Credit Agreement") covering the Loans (as that term is defined in
the Credit Agreement) of the undersigned (the "Borrower") from Mellon Bank N.A.
("Bank"). The following shall supersede any special provision or covenant
contained in any prior Supplement to Revolving Line of Credit Agreement and
shall be applicable to all Loans in existence on the date hereof or incurred
hereafter.
1. The provisions of this Supplement shall, as of the date hereof, be deemed to
be fully incorporated by reference in, constitute a part of, and supplement the
provisions of, the Credit Agreement, which, except as supplemented hereby, shall
continue in full force and effect in accordance with its terms and conditions.
2. Borrower hereby covenants and agrees that, so long as any Loans are
outstanding, Borrower shall, except as Bank may grant its prior written consent:
conducted (unless and until foreclosure, sale or other similar proceedings have
been commenced) and provided that such reserve or other appropriate provisions,
if any, as shall be required by generally accepted accounting principles shall
have been made therefor, and (v) any unfiled materialmen's, mechanics,
workmen's, and repairman's liens (provided, that if such a lien shall be
perfected, it shall be discharged of record immediately by payment, bond or
otherwise).
3. Advances under this credit agreement will be made in accordance with prudent
banking practice and at the discretion of Bank during the term of the
commitment. However, the Bank reserves the right to discontinue advances and/or
demand payment in full if, in Bank's opinion,, changes occur in Borrower's
financial condition that would increase Bank's risk or impair Borrower's ability
to repay.
4.This Supplement is executed to modify the prior Agreement executed April 3
1995. The term Commitment Period as set forth in that Agreement is hereby
deleted and restated as set forth below:
Commitment Period: From the date hereof to but not including November 1, 1995.
Witness the due execution hereof intending to he legally bound this 21st day of
June 1995.
Witness:
Individual:
/s/Xxxxx X. Xxxxxx
Corporation or Other Entity
C-COR Electronics, Inc.
/s/Xxxx X. Xxxxxxx, VP-Finance
Business Address
00 Xxxxxxx Xxxx, Xxxxx Xxxxxxx, XX 00000
MELLON BANK N.A.
/s/Xxxxx X. Xxxxx, AVP
X.X. Xxx 00, Xxxxx Xxxxxxx, XX 00000-0000
