UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 25, 2010
Axcelis Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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000-30941 |
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34-1818596 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
108 Cherry Hill Drive, Beverly, Massachusetts |
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01915 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (978) 787-4000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On May 25, 2010, the Company, our wholly-owned subsidiary Axcelis Technologies CCS Corporation, and Silicon Valley Bank agreed to a modification to our loan and security agreement addressing a financial covenant regarding our operating results. Pursuant to the modification, the financial covenant regarding maximum losses in our loan and security agreement will be as follows:
As of the last day of the respective fiscal quarter, Axcelis shall not suffer any loss on a consolidated basis in excess of: (i) $13 million for the fiscal quarter ending March 31, 2010; (ii) $24 million for the trailing six-month period ending June 30, 2010; (iii) $23.5 million for the trailing six-month period ending September 30, 2010; (iv) $13.5 million for the trailing six-month period ending December 31, 2010; and (v) $5 million for the trailing six-month period ending March 31, 2011 and each trailing six-month period ending on the last day of each fiscal quarter thereafter.
This description is qualified by reference to the First Loan Modification Agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
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10.1 |
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First Loan Modification Agreement entered into as of May 25, 2010 among the Company, Axcelis Technologies CCS Corporation and Silicon Valley Bank. Filed herewith. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 25, 2010 |
Axcelis Technologies, Inc. |
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By: |
/s/ STEPHEN G. BASSETT |
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Stephen G. Bassett |
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Executive Vice President |
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and Chief Financial Officer |
Exhibit 10.1
Confirmed Copy
EXECUTION VERSION
FIRST LOAN MODIFICATION AGREEMENT
This First Loan Modification Agreement (this Loan Modification Agreement) is entered into as of May 25, 2010, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (Bank), and AXCELIS TECHNOLOGIES, INC. (ATI) and AXCELIS TECHNOLOGIES CCS CORPORATION, each a Delaware corporation with offices located at 108 Cherry Hill Drive, Beverly, Massachusetts 01915 (individually and collectively, jointly and severally Borrower).
(b) Maximum Quarterly Net Losses. Borrower and its Subsidiaries, on a consolidated basis, shall not suffer any Net Loss in excess of: (i) $13,000,000 for the fiscal quarter ending March 31, 2010; (ii) $8,500,000 for the fiscal quarter ending June 30, 2010; (iii) $8,500,000 for the fiscal quarter ending September 30, 2010; and (iv) $5,000,000 for the fiscal quarter ending December 31, 2010 and each fiscal quarter thereafter.
and inserting in lieu thereof the following:
(b) Maximum Quarterly Net Losses. Borrower and its Subsidiaries, on a consolidated basis, shall not suffer any Net Loss in excess of: (i) $13,000,000 for the fiscal quarter ending March 31, 2010; (ii) $24,000,000 for the trailing six (6) month period ending on the last day of the fiscal quarter ending June 30, 2010; (iii) $23,500,000 for the trailing six (6) month period ending on the last day of the fiscal quarter ending September 30, 2010; (iv) $13,500,000 for the trailing six (6) month period ending on the last day of the fiscal quarter ending December 31, 2010; and (v) $5,000,000 for the trailing six (6) month period ending on the last day of the fiscal quarter ending March 31, 2011, and as of the last day of each quarter thereafter, for the trailing six (6) month period ending on the last day of the applicable fiscal quarter.
[The remainder of this page is intentionally left blank]
This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above.
BORROWER: |
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BANK: |
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AXCELIS TECHNOLOGIES, INC. |
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SILICON VALLEY BANK |
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By: |
/s/ Mary G. Puma |
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By: |
/s/ Michael Quinn |
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Name: Mary G. Puma |
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Name: Michael Quinn |
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Title: President |
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Title: Vice President |
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AXCELIS TECHNOLOGIES CCS CORPORATION |
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By: |
/s/ Mary G. Puma |
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Name: Mary G. Puma |
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Title: President |
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The undersigned, Fusion Technology International, Inc., ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Amended and Restated Unconditional Guaranty dated March 12, 2010 (the FTI Guaranty) and acknowledges, confirms and agrees that the FTI Guaranty shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement, or any other documents, instruments and/or agreements executed and/or delivered in connection herewith.
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FUSION TECHNOLOGY INTERNATIONAL, INC. |
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By: |
/s/ Mary G. Puma |
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Name: Mary G. Puma |
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Title: President |
The undersigned, Fusion Investments, Inc., ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Amended and Restated Unconditional Guaranty dated March 12, 2010 (the FI Guaranty) and acknowledges, confirms and agrees that the FI Guaranty shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement, or any other documents, instruments and/or agreements executed and/or delivered in connection herewith.
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FUSION INVESTMENTS, INC. |
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By: |
/s/ Mary G. Puma |
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Name: Mary G. Puma |
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Title: President |
The undersigned, High Temperature Engineering Corporation, ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Amended and Restated Unconditional Guaranty dated March 12, 2010 (the HTEC Guaranty) and acknowledges, confirms and agrees that the HTEC Guaranty shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement, or any other documents, instruments and/or agreements executed and/or delivered in connection herewith.
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HIGH TEMPERATURE ENGINEERING CORPORATION |
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By: |
/s/ Mary G. Puma |
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Name: Mary G. Puma |
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Title: President |
The undersigned, Axcelis Technologies (Israel), Inc., ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Amended and Restated Unconditional Guaranty dated March 12, 2010 (the ATI Guaranty) and acknowledges, confirms and agrees that the ATI Guaranty shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement, or any other documents, instruments and/or agreements executed and/or delivered in connection herewith.
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AXCELIS TECHNOLOGIES (ISRAEL), INC. |
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By: |
/s/ Mary G. Puma |
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Name: Mary G. Puma |
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Title: President |
EXHIBIT A
EXHIBIT B - COMPLIANCE CERTIFICATE
TO: |
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SILICON VALLEY BANK |
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Date: |
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FROM: |
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Axcelis Technologies, Inc. and Axcelis Technologies CCS Corporation |
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The undersigned authorized officer of Axcelis Technologies, Inc. and Axcelis Technologies CCS Corporation (Borrower) certifies that under the terms and conditions of the Loan and Security Agreement between, inter alia, Borrower and Bank (the Agreement), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Domestic Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Domestic Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement.
Please indicate compliance status by circling Yes/No under Complies column.
Reporting Covenant |
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Required |
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Complies |
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Quarterly consolidated and consolidating and financial statements with Compliance Certificate |
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Quarterly within 45 days |
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Yes No |
Annual financial statement (CPA Audited) + CC |
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FYE within 120 days |
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Yes No |
10-Q, 10-K and 8-K |
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Within 10 days after filing with SEC |
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Yes No |
A/R & A/P Agings (including EXIM), Inventory reports |
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Monthly within 30 days |
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Yes No |
Transaction Report |
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Monthly within 30 days (bi-weekly if borrowing) |
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Yes No |
Monthly consolidated financial statements |
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Monthly within 45 days (if borrowing) |
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Yes No |
The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state None)
Financial Covenant |
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Required |
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Actual |
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Complies |
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Maintain, tested on a quarterly (unless otherwise indicated) basis: |
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Adjusted Quick Ratio, at all times (tested quarterly ) |
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1.5:1.0 |
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:1.0 |
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Yes No |
Maximum Net Losses |
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(i) $13,000,000 for the fiscal quarter ending March 31, 2010; (ii) $24,000,000 for the trailing six (6) months ending June 30, 2010; (iii) $23,500,000 for the trailing six (6) months ending September 30, 2010; (iv) $13,500,000 for the trailing six (6) months ending December 31, 2010, and (v) $5,000,000 for the trailing six (6) months ending March 31, 2011, and as of the last day of each quarter thereafter, for the trailing six (6) months ending on the last day of the applicable fiscal quarter. |
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Yes No |
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Liquidity (at all times) |
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$30,000,000 |
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$ |
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Yes No |
The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.
Schedule 2 attached hereto sets forth all applications for any patent or the registration of any trademark or servicemark made by Borrower since the date of the last Compliance Certificate delivered to Bank.
The following are the exceptions with respect to the certification above: (If no exceptions exist, state No exceptions to note.)
AXCELIS TECHNOLOGIES, INC. |
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BANK USE ONLY |
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Received by: |
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By: |
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AUTHORIZED SIGNER |
Name: |
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Date: |
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Title: |
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Verified: |
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AXCELIS TECHNOLOGIES CCS CORPORATION |
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AUTHORIZED SIGNER |
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Date: |
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By: |
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Name: |
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Compliance Status: Yes No |
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Title: |
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Schedule 1 to Compliance Certificate
Financial Covenants of Borrower
In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern.
Dated: |
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I. |
Adjusted Quick Ratio (Section 6.9(a)) |
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Required: |
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1.5:1.0 |
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Actual: |
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:1.0 |
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A. |
World-wide consolidated Unrestricted cash and Cash Equivalents |
$ |
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B. |
Accounts |
$ |
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C. |
Investments at Bank |
$ |
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D. |
Quick Assets (line A plus line B plus line C) |
$ |
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E. |
Aggregate value of Obligations to Bank (other than cash secured obligations) |
$ |
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F. |
Aggregate value of liabilities of Borrower and its Subsidiaries (including all Indebtedness) that matures within one (1) year |
$ |
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G. |
Deferred Revenue |
$ |
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H. |
Current Liabilities (the sum of lines E and F, minus line G) |
$ |
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I. |
Quick Ratio (line D divided by line H) |
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Is line I equal to or greater than 1.50:1:00? |
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o No, not in compliance |
o Yes, in compliance |
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II. |
Maximum Net Losses (Section 6.9(b)) |
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Required: |
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$13,000,000 for the fiscal quarter ending March 31, 2010 |
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$24,000,000 for Test Period ending June 30, 2010 |
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$23,500,000 for the Test Period ending September 30, 2010 |
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$13,500,000 for the Test Period ending December 31, 2010 |
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$5,000,000 for the Test Period ending March 31, 2011, and as of the last day of each quarter thereafter, for the applicable Test Period. |
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Actual: $ |
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A. |
Aggregate value of Borrower losses |
$ |
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Is line A less than or equal to $ ? |
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o No, not in compliance |
o Yes, in compliance |
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III. |
Liquidity (Section 6.9(c)) |
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Required: |
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$30,000,000 |
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Actual: |
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$ |
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A. |
Aggregate Cash and Cash Equivalents at Bank |
$ |
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B. |
Availability Amount |
$ |
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C. |
Liquidity (the sum of lines A and B) |
$ |
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Is line C less than or equal to $30,000,000? |
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o No, not in compliance |
o Yes, in compliance |
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