Exhibit 10.45
RECEIVED
NOV [ILLEGIBLE] 1998
Manufacturers and Traders Trust Company
M&T Place, 000 Xxxx Xxxxxx
P.O. Box 22900, Rochester, NY 14692
September 30, 1998
Xx. Xxxxxx XxXxxxxxx
Senior Vice President/CFO
CVC Products, Inc.
000 Xxx Xxxx
Xxxxxxxxx. New York 14606
Dear Xxxxxx:
Reference is made to the Term Loan Agreement (the "Agreement") dated April 14,
1998, between CVC Products, Inc. (the "Borrower") and Manufacturers and Traders
Trust Company ("Bank"). We hereby amend the following financial covenants
included in insert No.6 to the levels indicated below:
b. Tangible Net Worth:
Borrower shall not at any time have a tangible net worth of less than
$11,900,000.00 or, as of the end of any fiscal year, a tangible net worth
which is less than ninety-five percent (95%) of Borrower's tangible net
worth as of the end of the immediately preceding fiscal year. plus the
increase in tangible net worth as a result of any private equity placement
or public offering.
c. Total Liabilities to Tangible Net Worth:
9/30/98 3.0:1
10/31/98 3.0:1
11/30/98 3.0:1
12/31/98 2.5:1
1/31/99 2.5:1
2/28/99 2.5:1
3/31/99 2.5:1
4/30/99 2.5:1
5/31/99 2.5:1
6/30/99 2.5:1
7/31/99 2.5:1
8/31/99 2.5:1
9/30/99 2.5:1 and thereafter
Xx. Xxxxxx XxXxxxxxx
Senior Vice President/CEO
CVC Products, Inc.
September 30, 1998
Page 2
d. Cash Flow Ratio:
9/30/98 1.45:1
10/31/98 1.45:1
11/30/98 1.45:1
12/31/98 1.1:1
1/31/99 1.45:1
2/28/99 1.45:1
3/31/99 1.75:1
4/30/99 1.75:1
5/31/99 2.0:1
6/30/99 2.0:1
7/31/99 2.25:1
8/31/99 2.25:1
9/30/99 2.5:1 and thereafter
e. Backlog:
9/98 $ 8,000,000.00
10/98 $ 8,000,000.00
11/98 $10,000,000.00
12/98 $13,000,000.00
1/99 $13,000,000.00
2/99 $13,000,000.00
3/99 $15,000,000.00
4/99 $15,000,000.00
5/99 $15,000,000.00
6/99 $18,000,000.00
7/99 $18,000,000.00
8/99 $18,000,000.00
9/99 $18,000,000.00 and thereafter
Xx. Xxxxxx XxXxxxxxx
Senior Vice President/CEO
CVC Products, Inc.
September 30, 1998
Page 3
f. Maximum Quarterly Negative Income:
9/98 $700,000.00
12/98 $100,000.00
3.99 $100,000.00
6/99 $100,000.00
12/99 $100,000.00 and thereafter
g. Capital Expenditures:
For fiscal year ending September 30, 1998, Borrower shall not make capital
expenditures which exceed $6,700,000.00 and shall not make capital
expenditures which exceed $4,500,000.00 for fiscal year ending September
30, 1999. or any fiscal year thereafter.
We also hereby amend paragraph (ix) on page R-6 as follows:
Borrower also will submit to Bank within fifteen (15) days after the end of each
calendar month a Borrowing Base Certificate reporting on the Borrowing Base as
of the end of the previous month, together with all supporting documentation
requested by Bank and a monthly backlog report. Each Borrowing Base Certificate
shall be in form satisfactory to the Bank and certified to Bank by Xxxxxxxx's
Chief Financial Officer. Borrower will also, within thirty (30) days of the end
of each calendar month, provide the Bank with a certificate executed by its
Chief Financial Officer, stating that he has read this Agreement, knows its
contents, and that to his knowledge, Borrower is in compliance with all
financial covenants contained in this Agreement, and no Event of Default has
occurred under the Agreement, and no conditions exist, which with notice, lapse
of time or both, would constitute an Event of Default under this Agreement. The
certificate shall also show the computations required to establish Borrower's
compliance with each financial covenant during the period covered by the
certificate. Borrower shall also provide Bank with such additional financial and
other information as Bank shall reasonably, from time to time, request.
Xx. Xxxxxx XxXxxxxxx
Senior Vice President/CEO
CVC Products, Inc.
September 30, 1998
Page 4
Except as amended above, all other covenants, financial covenants, terms and
conditions of this agreement remain in effect. Consent of this amendment shall
be conditioned upon the acceptance by the Borrower and Guarantor as indicated
below:
Sincerely,
MANUFACTURERS AND TRADERS TRUST COMPANY
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Vice President
WEH/ac
Accepted as of Sept 30, 1998
CVC PRODUCTS, INC.
/s/ Xxxxxx XxXxxxxxx
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CVC HOLDINGS, INC.
/s/ Xxxxxx XxXxxxxxx
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