AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 30, 2018 among KVH INDUSTRIES, INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender, and L/C...Credit Agreement • October 31st, 2018 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of October 30, 2018, by and among KVH INDUSTRIES, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, “Administrative Agent” as hereinafter further defined), Swingline Lender, and L/C Issuer.
KVH INDUSTRIES, INC. LOAN AND SECURITY AGREEMENT Dated: March 27, 2000 FLEET CAPITAL CORPORATION TABLE OF CONTENTSLoan and Security Agreement • March 30th, 2000 • KVH Industries Inc \De\ • Search, detection, navagation, guidance, aeronautical sys • Massachusetts
Exhibit-99 COMMON STOCK PURCHASE WARRANT This security and the Common Stock issuable thereby have not been registered under the Securities Act of 1933, as amended, and has been and will be acquired for investment and not with a view to distribution or...KVH Industries Inc \De\ • November 14th, 1997 • Search, detection, navagation, guidance, aeronautical sys
CREDIT AGREEMENT Dated as of July 1, 2014 among KVH INDUSTRIES, INC. as the Borrower, THE AFFILIATES OF THE BORROWER PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, THE LENDERS PARTY HERETO and MERRILL LYNCH, PIERCE,...Credit Agreement • July 3rd, 2014 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment • New York
KVH INDUSTRIES, Inc. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent Stockholder Rights Agreement Dated as of August 18, 2022Stockholder Rights Agreement • August 19th, 2022 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment • Delaware
● the close of business on the tenth business day (or such later day as the Board of Directors may determine) following the commencement of a tender offer or exchange offer that could result upon its consummation in a person or group becoming an Acquiring Person (the earlier of such dates being herein referred to as the “Distribution Date”).
KVH INDUSTRIES, INC. AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • October 31st, 2018 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment • New York
This AMENDED AND RESTATED PLEDGE AGREEMENT (this “Agreement”) is made as of this 30th day of October, 2018 by and between KVH INDUSTRIES, INC., a Delaware corporation having a principal place of business at 50 Enterprise Center, Middletown, Rhode Island 02842-5279 (the “Pledgor”) and BANK OF AMERICA, N.A., a national bank having a place of business at 100 Westminster Street, Providence, Rhode Island 02903-2394, as Administrative Agent (the “Agent”).
Exhibit 10.39 KVH INDUSTRIES, INC. SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (this "Agreement"), is made and entered into as of December 29, 2000, by and between KVH INDUSTRIES, INC., a Delaware corporation (the "Company"), and the State...Share Purchase Agreement • January 5th, 2001 • KVH Industries Inc \De\ • Search, detection, navagation, guidance, aeronautical sys • Delaware
2,750,000 Shares* KVH INDUSTRIES, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2004 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment • New York
NEEDHAM & COMPANY, INC. SG COWEN SECURITIES CORPORATION RAYMOND JAMES & ASSOCIATES, INC. C.E. UNTERBERG, TOWBIN As Representatives of the several Underwriters c/o Needham & Company, Inc. 445 Park Avenue New York, New York 10022
RECITALS:2 - Asset Purchase Agreement • November 14th, 1997 • KVH Industries Inc \De\ • Search, detection, navagation, guidance, aeronautical sys • Illinois
KVH INDUSTRIES, INC.KVH Industries Inc \De\ • November 26th, 2003 • Radio & tv broadcasting & communications equipment • Massachusetts
Reference is made to the Loan and Security Agreement dated March 27, 2000, as amended from time to time (the “Loan Agreement”), and all promissory notes, mortgages, guaranties, agreements, documents and instruments entered into by KVH Industries, Inc. (the “Borrower”) and any other person or obligor pursuant thereto (collectively, the “Loan Documents”) with or for the benefit of Fleet Capital Corporation (“Lender”). Except as otherwise defined herein, capitalized terms used herein shall have the meanings given them in the Loan Agreement. This First Amendment to Loan Agreement is referred to as the “First Amendment”.
Banc of America Leasing & Capital, LLC Master Loan and Security Agreement Number: 25317-70000Loan and Security Agreement • February 5th, 2013 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment
This Master Loan and Security Agreement, dated as of January 30, 2013 (this “Agreement”), is by and between Banc of America Leasing & Capital, LLC, a Delaware limited liability company having an office at 125 Dupont Drive, Providence, RI 02907 (together with its successors and assigns, “Lender”), and KVH Industries, Inc. (as “Borrower”), a corporation existing under the laws of the state of Delaware, and having its chief executive office and any organizational identification number as specified with its execution of this Agreement below. Certain defined terms used herein are identified in bold face and quotation marks throughout this Agreement and in Section 14 below. This Agreement sets forth the terms and conditions for the financing of Equipment between Lender and Borrower pursuant to one or more "Equipment Notes" incorporating by reference the terms of this Agreement, together with all exhibits, addenda, schedules, certificates, riders and other documents and instruments executed a
KVH INDUSTRIES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 15th, 2024 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ________ __, 202_ between KVH Industries, Inc., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
COOPERATION AGREEMENTCooperation Agreement • February 3rd, 2023 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment • Delaware
This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of February 3, 2023, by and between KVH Industries, Inc., a Delaware corporation (the “Company”), Black Diamond Capital Management, L.L.C., a Delaware limited liability company (“Black Diamond”), Stephen H. Deckoff, an individual (collectively with Black Diamond and each of their respective Affiliates and Associates that beneficially owns, directly or indirectly, any securities of the Company, the “Investor Group”) and the Investor Group Designees (as defined below). Unless otherwise defined, capitalized terms shall have the meanings given to them in Section 16(a).
COOPERATION AGREEMENTCooperation Agreement • April 9th, 2020 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment • Delaware
Agreement dated as of April 8, 2020 (this “Agreement”), among KVH Industries, Inc., a Delaware corporation (the “Company”), Vintage Capital Management, LLC, a Delaware limited liability company (“Vintage Capital”), and Kahn Capital Management, LLC, a Delaware limited liability company (“Kahn Capital” and together with Vintage Capital, the “Investors”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in paragraph 9 below.
ContractLoan Agreement • April 8th, 2009 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment • Rhode Island
This Loan Agreement (“Agreement”) dated as of April 6, 2009 is between Bank of America, N. A. (the “Bank”) and KVH Industries, Inc., a Delaware corporation (the “Borrower”).
KVH INDUSTRIES, INC. SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 5th, 2015 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment • New York
THIS SECOND AMENDMENT (this “Amendment”) is entered into as of September 30, 2015 (the “Effective Date”) by and among KVH INDUSTRIES, INC., a Delaware corporation (“Borrower”), BANK OF AMERICA, N.A., as Administrative Agent (the “Agent”), BANK OF AMERICA, N.A., as a lender, and THE WASHINGTON TRUST COMPANY, as a lender (collectively, (“Lenders”).
ASSET PURCHASE AGREEMENT BY AND BETWEEN KVH INDUSTRIES, INC., EMCORE CORPORATION, AND DELTA ACQUISITION SUB, INC. AUGUST 9, 2022Asset Purchase Agreement • August 10th, 2022 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment • Delaware
THIS AGREEMENT is made on 13 May 2019 BETWEEN (1) KVH MEDIA GROUP LIMITED, a company incorporated in England and Wales with registered number 06462774 and having its registered office at 2a Queen Street, Leeds, West Yorkshire LS1 2TW (the "Lender");...Agreement • May 16th, 2019 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment • London
FIFTH AMENDMENT AND NOTE MODIFICATION AGREEMENTFifth Amendment and Note Modification Agreement • June 14th, 2011 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment • Rhode Island
THIS FIFTH AMENDMENT AND NOTE MODIFICATION AGREEMENT (this “Amendment”) is made as of the 9th day of June, 2011 by and between KVH Industries, Inc., a Delaware corporation with its principal place of business located at 50 Enterprise Center, Middletown, Rhode Island (the “Borrower”), and Bank of America, N.A. (successor-by-merger with Fleet National Bank and assignee of Banc of America Leasing & Capital, LLC [itself a successor-by-merger with Fleet Capital Corporation]), a national banking association with a place of business located at 111 Westminster Street, Providence, Rhode Island (the “Lender”).
FOURTH AMENDMENT AND NOTE MODIFICATION AGREEMENTFourth Amendment and Note Modification Agreement • January 2nd, 2009 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment
THIS FOURTH AMENDMENT AND NOTE MODIFICATION AGREEMENT (this “Amendment”) is made as of the 31st day of December, 2008 by and between KVH Industries, Inc., a Delaware corporation with its principal place of business located at 50 Enterprise Center, Middletown, Rhode Island (the “Borrower”), and Bank of America, N.A. (successor-by-merger with Fleet National Bank and assignee of Banc of America Leasing & Capital, LLC [itself a successor-by-merger with Fleet Capital Corporation]), a national banking association with a place of business located at 111 Westminster Street, Providence, Rhode Island (the “Lender”).
EIGHTH AMENDMENTEighth Amendment • May 14th, 2013 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment • Rhode Island
THIS EIGHTH AMENDMENT (this “Amendment”) is made as of the 9th day of May, 2013 by and between KVH Industries, Inc., a Delaware corporation with its principal place of business located at 50 Enterprise Center, Middletown, Rhode Island (the “Borrower”), and Bank of America, N.A. (successor-by-merger with Fleet National Bank and assignee of Banc of America Leasing & Capital, LLC [itself a successor-by-merger with Fleet Capital Corporation]), a national banking association with a place of business located at 111 Westminster Street, Providence, Rhode Island (the “Lender”).
DATED 11 MAY 2013 OAKLEY CAPITAL PRIVATE EQUITY L.P. (1) MARK WOODHEAD (2) ANDREW MICHAEL GALVIN (3) THE TRUSTEES OF THE TRUST IN FAVOUR OF THE OPTIONHOLDERS (4) and KVH INDUSTRIES UK LIMITED (5) SHARE PURCHASE AGREEMENT relating to the sale and...Share Purchase Agreement • May 14th, 2013 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment
A The Sellers (other than the Trust) are the legal and beneficial owners of the whole of the issued share capital of the Target.
CONTENTS 1. Interpretation .................................................... ............................................................. 3 2. Sale and purchase .........................................................................Agreement • May 16th, 2019 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment • England
SECOND AMENDMENT AND NOTE MODIFICATION AGREEMENTSecond Amendment and Note Modification Agreement • January 3rd, 2007 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment • Rhode Island
THIS AGREEMENT is made as of the 28th day of December, 2006, by and among KVH Industries, Inc., a Delaware limited liability company with its principal place of business located at 50 Enterprise Center, Middletown, Rhode Island (the “Borrower”), and Bank of America, N.A. (successor-by-merger with Fleet National Bank and assignee of Banc of America Leasing & Capital, LLC [itself a successor-by-merger with Fleet Capital Corporation]), a national banking association with a place of business located at 111 Westminster Street, Providence, Rhode Island (the “Bank”).
SECOND AMENDMENTSecond Amendment • June 14th, 2011 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment • Rhode Island
THIS SECOND AMENDMENT (this “Amendment”) is entered into as of June 9, 2011 by and between KVH Industries, Inc., a Delaware corporation (“Borrower”), and Bank of America, N.A., a national association with offices at 111 Westminster Street, Providence, RI 02903 (“Lender”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement, as defined below.
KVH INDUSTRIES, INC. THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT (this “Amendment”) is entered into as of March 7, 2017 (the “Effective Date”) by and among KVH INDUSTRIES, INC., a Delaware corporation (“Borrower”), BANK OF AMERICA, N.A.,...Credit Agreement • March 9th, 2017 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment • New York
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 31st, 2020 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment • New York
First Amendment to Amended and Restated Credit Agreement (this “First Amendment” as hereinafter further defined) is dated as of July 30, 2020, by and among:
SEVENTH AMENDMENTSeventh Amendment • September 19th, 2012 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment • Rhode Island
THIS SEVENTH AMENDMENT (this “Amendment”) is made as of the 17th day of September, 2012 by and between KVH Industries, Inc., a Delaware corporation with its principal place of business located at 50 Enterprise Center, Middletown, Rhode Island (the “Borrower”), and Bank of America, N.A. (successor-by-merger with Fleet National Bank and assignee of Banc of America Leasing & Capital, LLC [itself a successor-by-merger with Fleet Capital Corporation]), a national banking association with a place of business located at 111 Westminster Street, Providence, Rhode Island (the “Lender”).
AMENDED AND RESTATED SECURITY AGREEMENTAmended and Restated Security Agreement • October 31st, 2018 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) dated as of October 30, 2018 by KVH INDUSTRIES, INC., a Delaware corporation (the “Borrower” or the “Pledgor”), is executed in favor of BANK OF AMERICA, N.A., and its successors and assigns, in its capacity as Administrative Agent for the benefit of itself and the other Secured Parties (the “Agent”). Capitalized terms used but not expressly defined herein shall have the meanings assigned thereto in the Credit Agreement.
SHARE PURCHASE AGREEMENTrelating to the sale and purchase of the whole of the issued share capital of Super Dragon Limited and Videotel Marine Asia LimitedKVH Industries Inc \De\ • July 3rd, 2014 • Radio & tv broadcasting & communications equipment • England and Wales
A Super Dragon Limited (“SDL”) and Videotel Marine Asia Limited (“VMA”, together with SDL, the “Targets” and each a “Target”) were incorporated in Hong Kong under the Companies Ordinance and each Target is a private company limited by shares.
SECURITY AGREEMENTSecurity Agreement • July 3rd, 2014 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment • Rhode Island
THIS SECURITY AGREEMENT (this “Agreement”) dated as of July 1, 2014 by KVH INDUSTRIES, INC., a Delaware corporation (“Borrower” or “Pledgor”), is executed in favor of BANK OF AMERICA, N.A., a national banking association organized under the laws of the United States having an office at 100 Westminster Street, Providence, Rhode Island 02903, its successors and assigns, in its capacity as Administrative Agent (“Secured Party” or “Agent”) for itself and as a lender and the other lenders from time to time party to the Credit Agreement, as defined below (collectively, together with their respective successors and assigns, “Lenders”). Capitalized terms used but not expressly defined herein shall have the meanings assigned thereto in the Credit Agreement, as defined below.
Banc of America Leasing & Capital, LLC Equipment Security Note Number 70001KVH Industries Inc \De\ • February 5th, 2013 • Radio & tv broadcasting & communications equipment
This Equipment Security Note No. 70001, dated as of January 30, 2013 (this "Equipment Note"), is entered into pursuant to and incorporates by this reference all of the terms and provisions of that certain Master Loan and Security Agreement No. 25317-70000 dated as of January 30, 2013 (the "Master Agreement"), by and between Banc of America Leasing & Capital, LLC ("Lender") and KVH Industries, Inc. ("Borrower"). All capitalized terms used herein and not defined herein shall have the respective meanings assigned to such terms in the Master Agreement. If any provision of this Equipment Note conflicts with any provision of the Master Agreement, the provisions contained in this Equipment Note shall prevail. Borrower hereby authorizes Lender to insert the serial numbers and other identification data of the Equipment, dates, and other omitted factual matters or descriptions in this Equipment Note.
AMENDMENT NO. 1 TO STOCKHOLDER RIGHTS AGREEMENTStockholder Rights Agreement • February 3rd, 2023 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment
This Amendment No. 1 to Stockholder Rights Agreement, effective as of February 3, 2023 (the “Amendment”), amends the Stockholder Rights Agreement, dated August 18, 2022, by and between KVH Industries, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”), (the “Rights Agreement”). Capitalized terms used herein but not defined herein shall have their defined meanings set forth in the Rights Agreement.
PURCHASE AND SALE AGREEMENT by and between JEFFERSON-PILOT INVESTMENTS, INC. (“Seller”) and KVH INDUSTRIES, INC. (“Purchaser”)Purchase and Sale Agreement • August 6th, 2010 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment • Illinois
THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is entered into by and between JEFFERSON-PILOT INVESTMENTS, INC., a North Carolina corporation (“Seller”), and KVH INDUSTRIES, INC., a Delaware corporation (“Purchaser”).
ASSIGNMENT AND ASSUMPTION AND AMENDMENT AND NOTE MODIFICATION AGREEMENTAssignment and Assumption • July 20th, 2006 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment • Rhode Island
THIS AGREEMENT is made as of the 17th day of July, 2006, by and among KVH Industries, Inc., a Delaware limited liability company with its principal place of business located at 50 Enterprise Center, Middletown, Rhode Island (the “Borrower”), Banc of America Leasing & Capital, LLC (successor-by-merger to Fleet Capital Corporation) with a place of business located at One Federal Street, Boston, Massachusetts (the “Assignor”), and Bank of America, N.A. (successor-by-merger to Fleet National Bank), a national banking association with a place of business located at 111 Westminster Street, Providence, Rhode Island (the “Assignee”).
