Item 1.01
|
Entry into a Material Definitive Agreement
|
As previously disclosed by CVD Equipment Corporation (the “Company) on its Current report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on December 6, 2017, 555 N Research Corporation (“555 Research”), a wholly-owned subsidiary of the Company, and HSBC Bank USA, N.A. (“HSBC”) entered into that certain Note, dated November 30, 2017 (the “555 Note”), which was secured by a certain Fee and Leasehold Mortgage and Security Agreement, dated November 30, 2017 (the “555 Mortgage”). The Company agreed to guaranty 555 Research’s obligations under the 555 Note and 555 Mortgage pursuant to that certain Unlimited Guaranty, dated November 30, 2017 (the “Guaranty”). As previously disclosed by the Company on its Current Report on Form 8-K, filed with the SEC on August 5, 2019, on August 5, 2019, 555 Research and HSBC entered into a Mortgage Modification Agreement (the “Mortgage Amendment”).
On October 22, 2020, 555 Research and HSBC entered into a Second Mortgage Modification Agreement (the “Second Mortgage Amendment”). The Second Mortgage Amendment amended the Mortgage Amendment by removing the liquidity covenant definition and replacing it with a minimum Liquid Assets (as defined in the Second Mortgage Amendment) provision providing that the Company and its consolidated subsidiaries shall own and maintain minimum Liquid Assets of (i) at least $3,500,000 as of September 30, 2020, (ii) $3,750,000 as of March 31, 2021, (iii) $3,000,000 as of September 30, 2021, and $3,000,000 as of each quarter end thereafter.
In connection with the Second Mortgage Amendment, on October 22, 2020, the Company and HSBC entered into a Reaffirmation of Unlimited Continuing Guaranty (the “Guaranty Reaffirmation”). The Guaranty Reaffirmation reaffirmed and ratified all the terms, conditions, representations and covenants contained in the Guaranty.
The foregoing is a summary only of the material terms of the Second Mortgage Amendment and the Guaranty Reaffirmation, and is qualified in its entirety by reference to the full text of the Second Mortgage Amendment and Guaranty Reaffirmation, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.