GENERAL SECURITY AGREEMENT
Exhibit 10.2
Execution version
THIS GENERAL SECURITY AGREEMENT, dated as of the 24th day of October, 2008 (the
“Agreement”), is made among MAIN STREET CAPITAL CORPORATION, a Maryland corporation (the
“Borrower”), MAIN STREET CAPITAL PARTNERS, LLC, a Delaware limited liability company, and
MAIN STREET EQUITY INTERESTS, INC., a Delaware corporation (collectively, the
“Guarantor-Grantors”, and the Borrower and the Guarantor-Grantors being collectively called
the “Grantors”), and BRANCH BANKING AND TRUST COMPANY (“BB&T”), acting as agent (in
such capacity, the “Administrative Agent”) for itself and for the other Secured Parties as
defined herein.
W I T N E S S E T H :
RECITALS:
WHEREAS, the Administrative Agent and the Lenders (as defined in the Credit Agreement defined
below) have agreed to extend credit to the Borrower pursuant to the terms of that certain Credit
Agreement of even date herewith (as amended, restated, or otherwise modified from time to time, the
“Credit Agreement”) among the Borrower, the Guarantor-Grantors, BB&T, as a Lender and as
Administrative Agent, and the Lenders signatory thereto;
WHEREAS, the Borrower may from time to time enter into or guarantee one or more Hedge
Transactions (as defined in the Credit Agreement) with the Hedge Counterparties (as defined in the
Credit Agreement);
WHEREAS, each of the Guarantors (as defined in the Credit Agreement) has agreed to guarantee,
among other things, all the obligations of the Borrower under the Credit Agreement and the other
Loan Documents (as defined in the Credit Agreement);
WHEREAS, the obligations of the Administrative Agent and the Lenders to extend credit under
the Credit Agreement and the other Loan Documents are conditioned upon, among other things, the
execution and delivery by the Grantors of a security agreement in the form hereof to secure (a) the
due and punctual payment by the Borrower of: (i) the principal of and interest on the Notes
(including, without limitation, any and all Revolver Advances), when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or otherwise and any renewals,
modifications or extensions thereof, in whole or in part; (ii) each payment required to be made by
the Borrower under the Credit Agreement, when and as due, including payments in respect of
reimbursement of disbursements, interest thereon, and obligations, if any, to provide cash
collateral and any renewals, modifications or extensions thereof, in whole or in part; and (iii)
all other monetary obligations of the Borrower to the Secured Parties under the Credit Agreement
and the other Loan Documents to which the Borrower is or is to be a party
and
any renewals,
modifications or extensions thereof, in whole or in part; (b) the due and punctual performance of all other obligations of the Borrower under the Credit Agreement and the other
Loan Documents to which the Borrower is or is to be a party, and any renewals, modifications or
extensions thereof, in whole or in part; (c) the due and punctual payment (whether at the stated
maturity, by acceleration or otherwise) of all obligations (including any and all Hedging
Obligations (as defined in the Credit Agreement) arising under Hedging Agreements and obligations
which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due),
indebtedness and liabilities of the Borrower, now existing or hereafter incurred under, arising out
of or in connection with any and all Hedging Agreements and any renewals, modifications or
extensions thereof (including, all obligations, if any, of the Borrower as guarantor under the
Credit Agreement in respect of Hedging Agreements), and the due and punctual performance and
compliance by the Borrower with all of the terms, conditions and agreements contained in any
Hedging Agreement and any renewals, modifications or extensions thereof; (d) the due and punctual
payment and performance of all indebtedness, liabilities and obligations of any one or more of the
Borrower and Guarantors arising out of or relating to any Bank Products; (e) the due and punctual
payment and performance of all indebtedness, liabilities and obligations of any one or more of the
Borrower and Guarantors arising out of or relating to any Cash Management Services; and (f) the due
and punctual payment and performance of all obligations of each of the Guarantors under the Credit
Agreement and the other Loan Documents to which they are or are to be a party and any and all
renewals, modifications or extensions thereof, in whole or in part (all the foregoing indebtedness,
liabilities and obligations being collectively called the “Obligations”).
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by the Grantors and the Administrative
Agent, the parties agree as follows:
1. Definitions. As herein used, the following terms shall have the following
meanings:
(a) “Account Debtor” means any Person who is or may become obligated to a Grantor
under, with respect to or on account of an Account or any Supporting Obligation related thereto.
(b) “Account” means any and all accounts (as that term is defined in the U.C.C.) of
any Grantor and includes, without limitation, all obligations of every kind at any time owing to
any Grantor, all contract rights, health care insurance receivables and any and all rights of any
Grantor to payment for goods sold or leased or for services rendered whether due or to become due,
whether or not earned by performance and whether now existing or arising in the future, including,
without limitation, Accounts from Affiliates of the Grantors.
(c) “Accounts Receivable Collateral” shall mean all obligations of every kind at any
time owing to Borrower or any Guarantor howsoever evidenced or incurred, whether or not earned by
performance, including, without limitation, all accounts, instruments, notes, drafts, acceptances,
leases, open accounts, contract rights, chattel paper (whether tangible or electronic) and general
intangibles, all returned or repossessed goods and all books, records, computer tapes, programs and
ledger books arising therefrom or relating thereto, whether now owned or hereafter acquired or
arising and all proceeds of the foregoing.
(d) “Chattel Paper” means any and all chattel paper (as that term is defined in the
U.C.C.), whether tangible or electronic, of any Grantor.
(e) “Collateral” means (i) all Accounts, General Intangibles, Documents, Chattel Paper
and Instruments now existing or hereafter arising of each Grantor; (ii) all guarantees of each
Grantor’s existing and future Accounts, General Intangibles, Chattel Paper and Instruments and all
other security held by any Grantor for the payment and satisfaction thereof; (iii) all Inventory
now owned or hereafter acquired by any Grantor; (iv) all Equipment now owned or hereafter acquired
of each Grantor; (v) all Intercompany Claims now existing or hereafter arising; (vi) any and all
now owned or hereafter acquired or arising Deposit Accounts, Investment Related Property, Letter of
Credit Rights, Goods (as that term is defined in the U.C.C.), Commercial Tort Claims and Supporting
Obligations; (vii) all books and records of the Grantors (including, without limitation, computer
records, tapes, discs and programs and all other media, written, electric, magnetic or otherwise,
containing such records) which relate to any Grantor’s Inventory, Equipment, Accounts, Deposit
Accounts, Investment Related Property, Letter of Credit Rights, Goods, Supporting Obligations,
General Intangibles, Chattel Paper and Instruments or guarantees thereof; (viii) all insurance on
all of the foregoing and the proceeds of that insurance; and (ix) all cash and noncash proceeds and
products of all of the foregoing and the proceeds and products of other proceeds and products.
(f) “Collateral Locations” shall have the meaning assigned in Section 6 hereof.
(g) “Commercial Tort Claims” shall mean all commercial tort claims as defined in the
U.C.C., including, without limitation, all commercial tort claims listed on Schedule III (as such
schedule may be amended or supplemented from time to time).
(h) “Commodities Accounts” (i) shall mean all commodity accounts as defined in
Article 9 of the U.C.C. and (ii) shall include, without limitation, all of the accounts listed on
Schedule II under the heading “Commodities Accounts” (as such schedule may be amended or
supplemented from time to time).
(i) “Credit Documents” means the Credit Agreement, the Notes, the Letter of Credit
Application Agreements, the Collateral Documents and all other Loan Documents.
(j) “Deposit Account” means all deposit accounts (as that term is defined in the
U.C.C.) of any Grantor, including without limitation, (i) any and all moneys, sums and amounts now
or hereafter on deposit with any Secured Party or otherwise to the credit of or belonging to any
Grantor and (ii) all of the accounts listed on Schedule II under the heading “Deposit Accounts” (as
such schedule may be amended or supplemented from time to time).
(k) “Documents” means any and all documents (as that term is defined in the U.C.C.) of
any Grantor.
(l) “Equipment” means any and all equipment (as that term is defined in the U.C.C.) of
any Grantor and shall include, without limitation, all equipment, machinery, appliances, tools,
motor vehicles, furniture, furnishings, floor samples, office equipment and supplies, and tangible
personal property, whether or not the same are or may become fixtures,
used or bought for use primarily in the business of any Grantor or leased by any Grantor to
or from others, of every nature, presently existing or hereafter acquired or created, wherever
located, additions, accessories and improvements thereto and substitutions therefor and all parts
which may be attached to or which are necessary for the operation and use of such personal property
or fixtures, whether or not the same shall be deemed to be affixed to real property, all
manufacturer’s warranties therefor, all parts and tools therefor, and all rights under or arising
out of present or future contracts relating to the foregoing. All equipment is and shall remain
personal property irrespective of its use or manner of attachment to real property.
(m) “Excluded Account Assets” means the cash and 90-Day Treasury Securities (as
defined in the Treasury Revolving Credit Agreement) maintained in, credited to or recorded in
Securities Account no. 1582000060 in the name of Main Street Capital Corporation and all
subaccounts related thereto maintained with or held by BB&T, by and through its Corporate Trust
Services Department, as securities intermediary.
(n) “Excluded Capital Securities” means, collectively, (A) any outstanding Capital
Securities issued by each of (i) Main Street Mezzanine Fund, LP and (ii) Main Street Mezzanine
Management, LLC and (B) any outstanding Capital Securities of a Foreign Subsidiary in excess of 65%
of the voting power of all classes of Capital Securities of such Foreign Subsidiary entitled to
vote.
(o) “Executive Office” shall have the meaning assigned to it in Section 6(d).
(p) “General Intangibles” means all general intangibles (as that term is defined in
the U.C.C.) of any Grantor (including, without limitation, all payment intangibles (as that term is
defined in the U.C.C.) and software, company records (paper and electronic), correspondence, credit
files, records and other documents, computer programs, computer software, computer tapes and cards
and other paper and documents in the possession or control of any Grantor or in the possession or
control of any affiliate or computer service bureau, and all contract rights (including, without
limitation, rights under any Hedging Transaction), claims, choses in action, bank balances,
judgments, rights as lessee under any and all leases of personal property, rights and/or claims to
tax refunds and other claims and rights to monies or property, warranties, patents, patent
applications, trademarks, trade names, trade secrets, formulas, licensing agreements, royalty
payments, copyrights, service names, customer lists, service marks, logos, goodwill, intellectual
property and deposit accounts, and all other general intangibles of every kind, type or
description).
(q) “Instruments” means all instruments (as that term is defined in the U.C.C.) of any
Grantor, including without limitation, checks, notes, certificated certificates of deposit,
investment securities, negotiable instruments and writings evidencing a right to the payment of
money of a type transferred in the ordinary course of business by delivery with any necessary
instrument or assignment.
(r) “Intercompany Claims” shall mean any and all rights of any Grantor in respect of
loans, advances or other claims owed to such Grantor by the Borrower, Guarantors or any Subsidiary
of Borrower or any Guarantor.
(s) “Inventory” means any and all inventory (as that term is defined in the U.C.C.) of
any Grantor and shall include, without limitation, tangible personal property held for sale or
lease or to be furnished under contracts of service, tangible personal property which any such
Grantor has so leased or furnished, and raw materials, work in process and materials used, produced
or consumed in such Grantor’s business, and shall include tangible personal property returned to
any such Grantor by a purchaser or lessor thereof following the sale or lease thereof by any such
Grantor.
(t) “Inventory Collateral” shall mean all inventory of the Borrower and Guarantors, or
in which the Borrower or Guarantors have rights, whether now owned or hereafter acquired, wherever
located, including, without limitation, all goods of the Borrower and Guarantors held for sale or
lease or furnished or to be furnished under contracts of service, all goods held for display or
demonstration, goods on lease or consignment, returned and repossessed goods, all raw materials,
work-in-process, finished goods and supplies used or consumed in the business of Borrower or any
Guarantor, together with all documents, documents of title, dock warrants, dock receipts, warehouse
receipts, bills of lading or orders for the delivery of all, or any portion, of the foregoing.
(u) “Investment Accounts” shall mean the Securities Accounts, Commodities Accounts and
Deposit Accounts.
(v) “Investment Related Property” means (i) any and all investment property (as that
term is defined in the U.C.C.) of any Grantor, including without limitation, any and all
securities, whether certificated or uncertificated, Security Entitlements, Securities Accounts,
Commodity Contracts and Commodity Accounts and (ii) all of the following (regardless of whether
classified as investment property under the U.C.C.): all (w) Pledged Equity Interests, (x) Pledged
Debt, (y) the Investment Accounts and (z) Certificates of Deposit.
(w) “Letter of Credit Rights” means any and all letter of credit rights (as that term
is defined in the U.C.C.).
(x) “Obligations” has the meaning set forth in the Recitals.
(y) “Permitted Liens” shall have the meaning given such term in Section 6(b) hereof.
(z) “Person” means an individual, a corporation, a limited liability company, a
government or governmental subdivision or agency or instrumentality, a business trust, an estate, a
trust, a partnership, a cooperative, an association, two or more Persons having a joint or common
interest or any other legal or commercial entity.
(aa) “Pledged Debt” shall mean all indebtedness for borrowed money owed to a Grantor,
whether or not evidenced by any instrument or promissory note, including, without limitation, all
indebtedness described on Schedule II under the heading “Pledged Debt” (as such schedule may be
amended or supplemented from time to time), all monetary obligations owing to any Grantor from any
other Grantor (including Intercompany Claims), the instruments evidencing any of the foregoing, and
all interest, cash, instruments and other property or
proceeds from time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of the foregoing.
(bb) “Pledged Equity Interests” shall mean all shares of and interests in Capital
Securities owned by a Grantor, including, without limitation, all shares of and interests in
Capital Securities described on Schedule II under the heading “Pledged Equity Interests” (as such
schedule may be amended or supplemented from time to time), and the certificates, if any,
representing such shares and any interest of such Grantor in the entries on the books of the issuer
of such shares or interests or on the books of any securities intermediary pertaining to such
shares or interests, and all dividends, distributions, cash, warrants, rights, options,
instruments, securities and other property or proceeds from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such shares or interests and
any other warrant, right or option to acquire any of the foregoing, but excluding the Excluded
Equity Interests (as defined in the Pledge Agreement).
(cc) “Proceeds” means any and all proceeds (as that term is defined in the U.C.C.),
including without limitation, whatever is received when Collateral is sold, exchanged, collected or
otherwise disposed of.
(dd) “Representation Date” means each of (i) the Closing Date and (ii) each Reporting
Date. As used in this definition, “Reporting Date” shall mean the date of delivery of any
amendment or supplement to the Schedules hereto in accordance with the terms of this Agreement,
which delivery shall occur not less frequently than each Fiscal Quarter and shall occur promptly,
and in any event within 20 days, following the end of each Fiscal Quarter.
(ee) “Secured Parties” means collectively (1) the Administrative Agent in its capacity
as such under the Credit Agreement, the Collateral Documents and the other Loan Documents; (2) the
Lenders, (3) the Hedge Counterparties in their capacity as such under the Hedging Agreements; (4)
any of the Lenders’ respective Affiliates as a provider of Bank Products or Cash Management
Services, as provided in the Credit Agreement; and (5) the successors and assigns of the foregoing.
(ff) “Securities Accounts” shall mean all securities accounts as defined in Article 8
of the U.C.C. and (ii) shall include, without limitation, all of the accounts listed on Schedule II
under the heading “Securities Accounts” (as such schedule may be amended or supplemented from time
to time).
(gg) “Supporting Obligations” means any and all supporting obligations (as that term
is defined in the U.C.C.).
(hh) “U.C.C.” means the Uniform Commercial Code as in effect in the State of North
Carolina or, when the context relates to perfection or priority of a security interest, the Uniform
Commercial Code as in effect from time to time in any other applicable jurisdiction.
Terms used herein and not otherwise defined herein shall have the meanings set forth in the
Credit Agreement or, if not defined therein, the U.C.C. The rules of interpretation specified in
Section 9.15 of the Credit Agreement shall be applicable to this Agreement and the
provisions of Section 1.04 of the Credit Agreement shall apply to this Agreement as if such
provisions were specifically set forth herein mutatis mutandis.
2. Security Interest. In consideration of and in order to secure the fulfillment,
satisfaction, payment and performance of all of the Obligations, each Grantor hereby assigns,
pledges, hypothecates and sets over to the Administrative Agent, its successors and its assigns,
for the benefit of the Secured Parties, and grants to the Administrative Agent, its successors and
its assigns, for the benefit of the Secured Parties, a security interest in all of the Collateral.
Notwithstanding anything herein to the contrary, Collateral shall not include, and the security
interest herein shall not attach to, (x) the Excluded Account Assets; provided
that, immediately upon payment in full and extinguishment of all the obligations owing by
Borrower and the other obligors under the Treasury Revolving Credit Agreement, the Collateral shall
include, and the security interest granted hereunder shall attach to, the Excluded Account Assets
and (y) the Excluded Capital Securities; provided that, immediately upon any
amendment, modification or repeal of the Restrictive Provisions to allow the pledge of the Excluded
Capital Securities, the Collateral shall include, and the security interest granted hereunder shall
attach to, such Capital Securities or (z) any property rights in Capital Securities (other than
Capital Securities issued by any Subsidiary), or any Operating Documents of any issuer of such
Capital Securities to which a Grantor is a party, or any of its rights or interests thereunder, if
the grant of such security interest shall constitute or result in (i) the abandonment, invalidation
or unenforceability of any right, title or interest of the Grantor therein or (ii) in a breach or
termination pursuant to the terms of, or a default under, any such property rights or Operating
Documents (other than to the extent that any such term would be rendered ineffective pursuant to
Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provisions) of any relevant
jurisdiction or any other Applicable Law (including the Bankruptcy Code) or principals of equity).
3. Care of Collateral. The Grantors have the risk of loss of the Collateral. The
Administrative Agent shall have no duty of care with respect to the Collateral, except that the
Administrative Agent shall exercise reasonable care with respect to Collateral in its custody, but
shall be deemed to have exercised reasonable care if such property is accorded treatment
substantially equal to that which the Administrative Agent accords its own property, or if the
Administrative Agent takes such action with respect to the Collateral as a Grantor shall request in
writing, but no failure to comply with any such request nor any omission to do any such act
requested by a Grantor shall be deemed a failure to exercise reasonable care, nor shall the
Administrative Agent’s failure to take steps to collect any income accruing on the Collateral or to
preserve rights against any parties or property be deemed a failure to have exercised reasonable
care with respect to Collateral in its custody. The rights and security interest herein provided
are granted as security only and shall not subject the Administrative Agent or any Secured Party
to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or
arising out of any of the Collateral.
4. Set-Off. In addition to the rights and security interest elsewhere herein set
forth, the Administrative Agent may, at its option at any time(s) after the occurrence of an Event
of Default and during the continuation thereof, and with or without notice to any Grantor,
appropriate and apply to the payment or reduction, either in whole or in part, of the amount owing
on any one or more of the Obligations, whether or not then due, any and all moneys now or hereafter
on deposit in a Deposit Account maintained with the Administrative Agent or
otherwise to the credit of or belonging to a Grantor in such deposit account, it being
understood and agreed that the Administrative Agent shall not be obligated to assert or enforce any
rights or security interest hereunder or to take any action in reference thereto, and that the
Administrative Agent may in its discretion at any time(s) relinquish its rights as to particular
Collateral hereunder without thereby affecting or invalidating the Administrative Agent’s rights
hereunder as to all or any other Collateral hereinbefore referred to.
5. Collection of Accounts and Pledged Debt; Interest and other Amounts Payable.
(a) Upon occurrence of an Event of Default and during the continuation thereof, the
Administrative Agent shall have the right at any time:
(i) to collect the Accounts and Pledged Debt, to sell, assign, compromise, discharge or extend
the time for payment of any Account or Pledged Debt, to accelerate any Pledge Debt that may be
accelerated in accordance with its terms, to institute legal action for the collection of any
Account or Pledged Debt, and to do all acts and things necessary or incidental thereto, in each
case acting if it so chooses in the name of any or all of the Grantors, and the Grantors hereby
ratify all such acts;
(ii) without notice to any Grantor, to notify the parties obligated on any of the Collateral
of the security interest in favor of the Administrative Agent created hereby and to direct all such
Persons to make payments of all amounts due thereon or thereunder directly to the Administrative
Agent or to an account designated by the Administrative Agent;
(iii) request that the Grantors notify Account Debtors and/or obligors under Pledged Debt and
indicate on all xxxxxxxx that payments thereon are to be made to the Administrative Agent, and the
Grantors hereby agree to make such notification and such indication on xxxxxxxx if so requested.
In the event Account Debtors and/or obligors under Pledged Debt are so notified, no Grantor shall
compromise, discharge, extend the time for payment or otherwise grant any indulgence or allowance
with respect to any Account or Pledged Debt without the prior written consent of the Administrative
Agent.
(b) Each Grantor irrevocably designates and appoints the Administrative Agent its true and
lawful attorney either in the name of the Administrative Agent or in the name of such Grantor,
effective after the occurrence of an Event of Default and during the continuation thereof to ask
for, demand, xxx for, collect, compromise, compound, receive, receipt for and give acquittances for
any and all sums owing or which may become due upon any items of the Collateral and, in connection
therewith, to take any and all actions as the Administrative Agent may deem necessary or desirable
in order to realize upon the Collateral, including, without limitation, power to endorse in the
name of such Grantor, any checks, drafts, notes or other instruments received in payment of or on
account of the Collateral, but the Administrative Agent shall not be under any duty to exercise any
such authority or power or in any way be responsible for the collection of the any Collateral.
(c) All interest, income, principal, other amounts and Proceeds (including wire transfers,
checks and other instruments) that are received by any Grantor in violation of the provisions of
clause (a) shall be received in trust for the benefit of the Administrative Agent,
shall be segregated from other property or funds of the Grantors and shall be forthwith deposited
into such account or paid over or delivered to the Administrative Agent in the same form as so
received (with any necessary endorsements or assignments) to be held as Collateral and applied to
the Obligations as provided herein. The rights set forth in this Section 5 are supplementary and
in addition to (and not in limitation of) the rights granted to the Administrative Agent and/or the
Secured Parties in the Credit Documents (including, without limitation, Section 5.37 of the Credit
Agreement).
6. Representations, Warranties and Covenants as to Collateral.
Each Grantor represents, warrants and covenants to and for the benefit of the Administrative
Agent and the Secured Parties, on the date of this Agreement and on each date a Borrowing is made
or deemed made, that:
(a) Sale of Collateral. Upon the sale, exchange or other disposition of the Inventory
Collateral, the security interest and lien created and provided for herein, without break in
continuity and without further formality or act, shall continue in and attach to any proceeds
thereof, including, without limitation, accounts, chattel paper, contract rights, shipping
documents, documents of title, bills of lading, warehouse receipts, dock warrants, dock receipts
and cash or non-cash proceeds, and in the event of any unauthorized sale, shall continue in the
Inventory Collateral itself.
(b) Good Title; No Existing Encumbrances. The Grantors own their respective items of
Collateral free and clear of any prior Lien other than Liens permitted by Section 5.13 of the
Credit Agreement (referred to herein as the “Permitted Liens”), and no financing statements
or other evidences of the grant of a security interest respecting the Collateral exist on the
public records other than with respect to Permitted Liens.
(c) Right to Grant Security Interest; No Further Encumbrances. The Grantors have the
right to grant a security interest in the Collateral. Except as permitted by the Credit Agreement,
the Grantors will pay all taxes and other charges against the Collateral (including, without
limitation, property, use and sales taxes). No Grantor will acquire, use or permit any Collateral
to be used illegally or in violation of Applicable Laws or allow the Collateral to be encumbered
except for Permitted Liens.
(d) Location of Collateral. The Grantors hereby represent and warrant to the
Administrative Agent and the Lenders that, as of the date hereof, the Collateral is situated only
at the collateral locations listed in Schedule I hereto (the “Collateral Locations”), and
the Grantors covenant with the Administrative Agent not to locate the Collateral at any location
other than a Collateral Location without at least 20 days prior written notice to the
Administrative Agent. The executive office of each Grantor set forth on Schedule I hereto (the
“Executive Office”) is, and for the one-year period preceding the Closing Date has been,
such Grantor’s chief executive office (if such Grantor has more than one place of business) or
place of business (if such Grantor has one place of business). In addition, to the extent the
Grantors should warehouse any of the Inventory Collateral, the Grantors acknowledge and agree that
such warehousing may be conducted only by warehousemen who shall: (1) issue non-negotiable
warehouse receipts in the Administrative Agent’s name to evidence any such warehousing of goods
constituting
Inventory Collateral; or (2) issue electronic warehouse receipts in the Administrative Agent’s name to
evidence any such warehousing of goods constituting Inventory Collateral in compliance with
applicable federal regulations and in all other respects satisfactory to the Administrative Agent
in its sole discretion. If the Grantors consign any of the Inventory Collateral, it will comply
with the U.C.C. of any state where such Inventory Collateral is located with respect thereto, and
shall file, cause the filing and hereby authorizes the Administrative Agent to file in the
appropriate public office or offices UCC-1 financing statements showing such Grantor or Grantors,
as the case may be, as consignor and the Administrative Agent as assignee of consignor, and will
furnish copies thereof to the Administrative Agent. If any of the Inventory Collateral or
Equipment Collateral or any records concerning the Collateral are at any time to be located on
premises leased by a Grantor or on premises owned by a Grantor subject to a mortgage or other lien,
such Grantor shall so notify the Administrative Agent and shall if reasonably requested by the
Administrative Agent obtain and deliver or cause to be delivered to the Administrative Agent, an
agreement, in form and substance satisfactory to the Administrative Agent, waiving the landlord’s
or mortgagee’s or lienholder’s right to enforce any claim against the Grantors for monies due under
the landlord’s lien, mortgage or other lien by levy or distraint or other similar proceedings
against the Inventory Collateral or Equipment Collateral or records concerning the Collateral and
assuring the Administrative Agent’s ability to have access to the Inventory Collateral or Equipment
Collateral and records concerning the Collateral in order to exercise its right hereunder to take
possession thereof.
(e) Collateral Status. The Grantors will promptly notify the Administrative Agent if
there is any adverse change in the status of the Collateral that would reasonably be expected to
have a Material Adverse Effect or that would materially and adversely affect the ability of any
Grantor or the Administrative Agent to dispose of the Collateral or any material portion thereof,
or the rights and remedies of the Administrative Agent in relation thereto, including, without
limitation, the levy of any legal process against the Collateral or any material portion thereof.
(f) Delivery of Certain Collateral. Upon the reasonable request of the Administrative
Agent, the Grantors shall deliver to the Administrative Agent (or to the Collateral Custodian as
its agent and bailee), all agreements, letters of credit, promissory notes, instruments,
certificates of deposit, chattel paper or anything else, the physical possession of which is
necessary in order for the Administrative Agent, on behalf of the Secured Parties, to perfect or
preserve the priority of its security interest therein. Without limiting the generality of the
foregoing, with respect to any Investment Related Property that is represented by a certificate or
that is an “instrument” (other than any Investment Related Property credited to a Securities
Account), each Grantor shall cause such certificate or instrument to be delivered to the
Administrative Agent (or to the Collateral Custodian as its agent and bailee), indorsed in blank by
an “effective indorsement” (as defined in Section 8-107 of the U.C.C.), regardless of whether such
certificate constitutes a “certificated security” for purposes of the U.C.C.
(g) Records Respecting Collateral. The Grantors shall keep complete and accurate
books and records and make all necessary entries thereon to reflect the transactions and facts
giving rise to the Collateral and payments, credits and adjustments applicable thereto, all in
accordance with GAAP. All books and records of the Grantors with respect to the Collateral will be
accessible from the Executive Office (as it may be changed pursuant to Section 6(e)).
(h) Further Assurances. Each Grantor shall duly execute and/or deliver (or cause to
be duly executed and/or delivered) to the Administrative Agent (or to the Collateral Custodian as
its agent and bailee) any instrument, invoice, document, document of title, dock warrant, dock
receipt, warehouse receipt, xxxx of lading, order, financing statement, assignment, waiver, consent
or other writing reasonably requested by the Administrative Agent which may be reasonably necessary
to the Administrative Agent to carry out the terms of this Agreement and any of the other Loan
Documents and to perfect its security interest in and facilitate the collection of the Collateral,
the proceeds thereof, and any other property at any time constituting security to the Secured
Parties. Each Grantor shall perform or cause to be performed such acts as the Administrative Agent
or any Secured Party may reasonably request to establish and maintain for the Administrative Agent
and the Secured Parties a valid and perfected security interest in and security title to the
Collateral, free and clear of any Liens other than Permitted Liens.
(i) Maintenance of Insurance. In addition to and cumulative with any other
requirements herein imposed on the Grantors with respect to insurance, the Grantors shall maintain,
or cause to be maintained, insurance as required under the Credit Agreement. The Grantors shall
deliver to the Administrative Agent at such times as the Administrative Agent may request, a
detailed list of such insurance then in effect stating the names of the insurance companies, the
amounts and rates of insurance, the date of expiration thereof, the properties and risks covered
thereby and the insured with respect thereto. The Grantors will pay all premiums on the insurance
referred to herein as and when they become due and shall do all things necessary to maintain the
insurance in effect. If any Grantor shall default in its obligation hereunder to insure the
Collateral in a manner satisfactory to the Administrative Agent, then the Administrative Agent
shall have the right (but not the obligation), after reasonable notice to such Grantor, to procure
such insurance and to charge the costs of same to the Grantors, which costs shall be added to and
become a part of the unpaid principal amount of the Obligations and shall be secured by the
Collateral. Each Grantor hereby appoints (which appointment constitutes a power coupled with an
interest and is irrevocable as long as any of the Obligations remain outstanding) Administrative
Agent as its lawful attorney-in-fact, effective after the occurrence of an Event of Default and
during the continuation thereof, with full authority to make, adjust, settle claims under and/or
cancel such insurance and to endorse the applicable Grantor’s name on any instruments or drafts
issued by or upon any insurance companies.
(j) Fundamental Changes. The Grantors hereby agree that no Grantor shall move its
Executive Office, or change its name, identity, state of incorporation or organization, type of
organization or its structure to other than as existing on the date hereof, unless the Grantors
shall have (i) notified the Administrative Agent in writing at least 20 days prior thereto and
provided such other information as the Administrative Agent may reasonably request and (ii) taken
all actions necessary or reasonably requested by the Administrative Agent to maintain the
continuous validity, perfection and the same or better priority of the Administrative Agent’s
Liens.
(k) Name, Jurisdiction and Identification Number of Organization. The exact legal
name of each Grantor, the state of incorporation or organization and organizational identification
number for each Grantor is as set forth below:
Main Street Capital Corporation |
Maryland | D11798675 | ||||||
Main Street Capital Partners, LLC |
Delaware | 3575385 | ||||||
Main Street Equity Interests, Inc. |
Delaware | 4432981 | ||||||
Each Grantor was duly organized solely under the laws of such jurisdiction and, except as
provided on Schedule I, such Grantor has not changed its legal name, jurisdiction of organization
or its corporate structure in the five (5) years prior to the Closing Date.
(l) Control Agreements. Each Grantor will obtain and deliver or cause to be delivered
to the Administrative Agent, a control agreement in form and substance satisfactory to
Administrative Agent with respect to the Collateral with respect to: (i) Deposit Accounts;
(ii) Investment Related Property (for Securities Accounts, mutual funds and other uncertificated
securities); and (iii) Letter of Credit Rights; and/or Electronic chattel paper having,
individually, a value in excess of $500,000 or as otherwise requested by the Administrative Agent;
provided that, in each case, no such Collateral shall be included in calculating
the Borrowing Base unless the same is subject to a control agreement. Notwithstanding the
foregoing, the Borrower shall not be required to deliver a control agreement with respect to
account number 00000000 maintained with BB&T Capital Markets (the “Excluded Account”) unless
requested by the Administrative Agent, and the Borrower agrees that no cash, cash equivalents,
investment property, financial assets or other assets shall be maintained in, credited to or
recorded in the Excluded Account at any time while the Excluded Account is not subject to a control
agreement in favor of the Administrative Agent.
(m) Marking of Chattel Paper. If requested by the Administrative Agent, no Grantor
will create any Chattel Paper without placing a legend on the Chattel Paper reasonably acceptable
to the Administrative Agent indicating that the Administrative Agent has a security interest in the
Chattel Paper.
(n) Business Purpose. None of the Obligations is a Consumer Transaction, as defined
in the U.C.C., and none of the Collateral has been or will be purchased or held primarily for
personal, family or household purposes.
(o) Assumed Debt. No Grantor has within the last five (5) years become bound (whether
as a result of merger or otherwise) as debtor under a security agreement entered into by another
Person, which has not been terminated prior to the date of this Agreement.
(p) No Authorizations. No authorization, approval or other action by, and no notice
to or filing with, any Governmental Authority or regulatory body is required for either (i) the
pledge or grant by any Grantor of the security interest purported to be created in favor of the
Administrative Agent hereunder or (ii) the exercise by the Administrative Agent of any rights or
remedies in respect of any Collateral (whether specifically granted or created hereunder or created
or provided for by applicable law), except as may be required, in connection with the disposition
of any Investment Related Property, by laws generally affecting the offering and sale of
Securities.
(q) Preservation. No Grantor shall take or permit any action which could materially
impair the Administrative Agent’s rights in the Collateral, subject to Grantors’ rights to dispose
of rights in the Collateral to the extent permitted hereunder or under the Credit
Agreement or the right to grant Permitted Liens. Each Grantor agrees that it will, at its own
cost and expense, take any and all actions necessary to warrant and defend the right, title and
interest of the Secured Parties in and to the Collateral against the claims and demands of all
other Persons (other than the holders of Permitted Liens).
(r) Pledged Debt. On each Representation Date, Schedule II hereto (as such schedule
may be amended or supplemented from time to time) sets forth under the heading “Pledged Debt” all
of the Pledged Debt owned by any Grantor and all of such Pledged Debt with a principal amount in
excess of $500,000 individually has been fully authorized, authenticated or issued, and delivered
and is the legal, valid and binding obligation of the issuers thereof and is not in default and
constitutes all of the issued and outstanding intercompany indebtedness evidenced by an instrument
or certificated security of the respective issuers thereof owing to such Grantor.
(s) Investment Accounts. Schedule II hereto (as such schedule may be amended or
supplemented from time to time) sets forth under the headings “Securities Accounts” and
“Commodities Accounts,” respectively, all of the Securities Accounts and Commodities Accounts in
which each Grantor has an interest (other than Securities Account no. 1582000060 in the name of
Main Street Capital Corporation and all subaccounts related thereto maintained with or held by
BB&T, by and through its Corporate Trust Services Department). Each Grantor is the sole
entitlement holder of each such Securities Account and Commodities Account, and such Grantor has
not consented to, and is not otherwise aware of, any Person (other than the Administrative Agent
pursuant hereto) having “control” (within the meaning of Sections 8-106 and 9-106 of the U.C.C.)
over, or any other interest in, any such Securities Account or Commodity Account or any securities
or other property credited thereto.
(t) Deposit Accounts. Schedule II hereto (as such schedule may be amended or
supplemented from time to time) sets forth under the heading “Deposit Accounts” all of the Deposit
Accounts in which each Grantor has an interest and each Grantor is the sole account holder of each
such Deposit Account and such Grantor has not consented to, and is not otherwise aware of, any
Person (other than the Administrative Agent pursuant hereto) having either sole dominion and
control (within the meaning of Section 9-104 of the U.C.C.) over, or any other interest in, any
such Deposit Account or any money or other property deposited therein.
(u) Commercial Tort Claims. Schedule III (as such schedule may be amended or
supplemented from time to time) sets forth all Commercial Tort Claims of each Grantor.
(v) Letter of Credit Rights. Schedule III (as such schedule may be amended or
supplemented from time to time) lists all letters of credit to which such Grantor has rights.
(w) After-Acquired Property. In the event any Grantor acquires rights in any
Investment Related Property (other than Pledged Entities (as defined in the Equity Pledge Agreement
between the Borrower and the Administrative Agent dated as of the date hereof), Commercial Tort
Claims or Letter of Credit Rights after the date of this Agreement, it shall deliver to the
Administrative Agent a completed Pledge Supplement, substantially in the form of Annex A attached
hereto, together with all Supplements to Schedules thereto, reflecting such new Investment Related
Property, Commercial Tort Claims, Letter of Credit Rights and all other
Investment Related Property, Commercial Tort Claims, Letter of Credit Rights;
provided, however, that the Grantors shall only be required to provide an updated
Pledge Supplement with respect to Pledged Debt acquired during any Fiscal Quarter on or before the
Reporting Date immediately following the end of such Fiscal Quarter. Notwithstanding the
foregoing, it is understood and agreed that the security interest of the Administrative Agent shall
attach to all Investment Related Property (other than Excluded Capital Securities), Commercial Tort
Claims and Letter of Credit Rights immediately upon any Grantor’s acquisition of rights therein and
shall not be affected by the failure of any Grantor to deliver a supplement to Schedule II or
Schedule III as required hereby.
7. Events of Default. The happening of any one or more of the following events shall
constitute an Event of Default hereunder: (a) the nonpayment when due of any of the Obligations
which nonpayment is not fully cured within the applicable grace period therefor, if any; (b) the
failure to perform, observe or fulfill any covenant or obligation contained in this Agreement and
the continuation of such failure for more than thirty (30) days after the earlier of: (i) the
first day on which any Loan Party has knowledge of such failure; or (ii) written notice thereof has
been given to any Grantor by the Administrative Agent or (c) the occurrence of an Event of Default
(as defined in the Credit Agreement).
8. Remedies. Upon the occurrence of an Event of Default and during the continuation
thereof, the Administrative Agent shall have all of the rights and remedies available at law
(including, without limitation, those provided to a secured party by the U.C.C.), or in equity to
collect, enforce or satisfy any Obligations then owing, whether by acceleration or otherwise. In
addition thereto, each Grantor further agrees that (i) in the event that notice is necessary under
applicable law, written notice mailed to a Grantor at such Grantor’s address as provided herein,
ten (10) business days prior to the date of public sale of any of the Collateral subject to the
security interest created herein or prior to the date after which private sale or any other
disposition of said Collateral will be made shall constitute reasonable notice, but notice given in
any other reasonable manner or at any other time shall be sufficient; (ii) in the event of sale or
other disposition of any such Collateral, the Administrative Agent may apply the proceeds of any
such sale or disposition to the satisfaction of the Administrative Agent’s reasonable attorneys’
fees, legal expenses, and other costs and expenses incurred in connection with the Administrative
Agent’s taking, retaking, holding, preparing for sale, and selling of the Collateral; (iii) without
precluding any other methods of sale, the sale of Collateral shall have been made in a commercially
reasonable manner if conducted in conformity with reasonable commercial practices of banks
disposing of similar property but in any event the Administrative Agent may sell on such terms as
the Administrative Agent may choose, without assuming any credit risk and without any obligation to
advertise or give notice of any kind; (iv) the Administrative Agent may require the Grantors to
assemble the Collateral, taking all necessary or appropriate action to preserve and keep it in good
condition, and make such available to the Administrative Agent at a place and time convenient to
both parties, all at the expense of the Grantors; (v) the Administrative Agent has no obligation to
repair, clean-up or otherwise prepare the Collateral for sale; and (vi) the Administrative Agent
may comply with any applicable state or federal law requirements in connection with a disposition
of the Collateral and compliance will not be considered adversely to affect the commercial
reasonableness of any sale of the Collateral. Furthermore, in any such event, to the extent
permitted under applicable law, full
power and authority are hereby given the Administrative Agent
to sell, assign, and deliver the whole of the Collateral or any part(s) thereof, at any time(s) at any broker’s board, or at
public or private sale, at the Administrative Agent’s option, and no delay on the Administrative
Agent’s part in exercising any power of sale or any other rights or options hereunder, and no
notice or demand, which may be given to or made upon any or all of the Grantors by the
Administrative Agent or any Secured Party with respect to any power of sale or other right or
option hereunder, shall constitute a waiver thereof, or limit or impair the Administrative Agent’s
right to take any action or to exercise any power of sale or any other rights hereunder, without
notice or demand, or prejudice the Administrative Agent’s rights as against the Grantors in any
respect. The Grantors hereby waive and release to the fullest extent permitted by law any right or
equity of redemption with respect to the Collateral, whether before or after sale hereunder, and
all rights, if any, of marshaling the Collateral and any other security for the Obligations or
otherwise. At any such sale, unless prohibited by applicable law, the Administrative Agent may bid
for and purchase all or any part of the Collateral so sold free from any such right or equity of
redemption. If Administrative Agent sells any of the Collateral upon credit, the Grantors will be
credited only with payments actually made by the purchaser, received by the Administrative Agent
and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the
Collateral, the Administrative Agent may resell the Collateral and the Grantors shall be credited
with the proceeds of the sale as and when received, less expenses. In the event the Administrative
Agent purchases any of the Collateral being sold, the Administrative Agent may pay for the
Collateral by crediting some or all of the Obligations of the Grantors. The Administrative Agent
shall not be liable for failure to collect or realize upon any or all of the Collateral or for any
delay in so doing nor shall the Administrative Agent be under any obligation to take any action
whatsoever with regard thereto. The Administrative Agent has no obligation to attempt to satisfy
the Obligations by collecting them from any other person liable for them and the Administrative
Agent may release, modify or waive any collateral provided by any other Person to secure any of the
Obligations, all without affecting the Administrative Agent’s rights against the Grantors. The
Grantors waive any right they may have to require the Administrative Agent to pursue any third
Person for any of the Obligations. The Administrative Agent may sell the Collateral without giving
any warranties as to the Collateral and may specifically disclaim any warranties of title or the
like. This procedure will not be considered to adversely affect the commercial reasonableness of
any sale of the Collateral.
9. Continuing Security Interest. Any and all of the Administrative Agent’s rights
with respect to the security interests hereunder shall continue unimpaired, and the Grantors shall
be and remain obligated in accordance with the terms hereof, notwithstanding the release or
substitution of any Collateral at any time or of any rights or interests therein, or any delay,
extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or
any Secured Party in reference to any of the Obligations, or any promissory note, draft, xxxx of
exchange or other instrument or Credit Document given in connection therewith, the Grantors hereby
waiving all notice of any such delay, extension, release, substitution, renewal, compromise or
other indulgence, and hereby consenting to be bound thereby as fully and effectually as if the
Grantors had expressly agreed thereto in advance.
10. No Waiver. No delay on the Administrative Agent’s part in exercising any power of
sale, option or other right hereunder, and no notice or demand which may be given to or made upon
any Grantor by the Administrative Agent, shall constitute a waiver thereof, or limit or impair the
Administrative Agent’s right to take any action or to exercise any other power of sale,
option or any other right hereunder, without notice or demand, or prejudice the Administrative
Agent’s rights as against any Grantor in any respect.
11. Financing Statements. Each Grantor hereby irrevocably authorizes the
Administrative Agent at any time and from time to time to file in any relevant jurisdiction any
initial financing statements with respect to the Collateral or any part thereof and amendments
thereto that contain the information required by the U.C.C. of each applicable jurisdiction for the
filing of any financing statement or amendment, including (i) whether such Grantor is an
organization, the type of organization and any organizational identification number issued to such
Grantor, and (ii) a description of collateral that describes such property in any other manner as
the Administrative Agent may reasonably determine is necessary or advisable to ensure the
perfection of the security interest in the Collateral granted under this Agreement. Each Grantor
agrees to provide such information to the Administrative Agent promptly upon request. Each Grantor
agrees to reimburse the Administrative Agent for the expense of any such filings in any location
deemed necessary and appropriate by the Administrative Agent. To the extent lawful, each Grantor
hereby appoints the Administrative Agent as its attorney-in-fact (without requiring the
Administrative Agent to act as such) to perform all other acts that the Administrative Agent deems
appropriate to perfect and continue its security interest in, and to protect and preserve, the
Collateral.
12. Power of Attorney. Each Grantor hereby appoints any officer or agent of the
Administrative Agent as such Grantor’s true and lawful attorney-in-fact with power (i) effective at
any time an Event of Default has occurred and is continuing, to execute and file or record any
Assignments of Mortgage with respect to any Portfolio Investment, (ii) effective after the
occurrence and during the continuance of an Event of Default, to endorse the name of such Grantor
upon any notes, checks, drafts, money orders or other instruments of payment or Collateral which
may come into possession of the Administrative Agent; to sign and endorse the name of such Grantor
upon any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts
against Account Debtors, assignments, verifications and notices in connection with Accounts; to
give written notice to such office and officials of the United States Postal Service to affect such
change or changes of address so that all mail addressed to any or all Grantors may be delivered
directly to the Administrative Agent (the Administrative Agent will return all mail not related to
the Obligations or the Collateral); granting unto such Grantor’s said attorney full power to do any
and all things necessary to be done with respect to the above transactions as fully and effectively
as the Grantor might or could do, and hereby ratifying all its said attorney shall lawfully do or
cause to be done by virtue hereof. This power of attorney shall be irrevocable for the term of
this Agreement and all transactions hereunder.
13. Remedies, Etc., Cumulative. Each right, power and remedy of the Administrative
Agent provided for in this Agreement or the Credit Documents or in any of the other instruments or
agreements securing the Obligations or now or hereafter existing at law or in equity or by statute
shall be cumulative and concurrent and shall be in addition to every other such right, power or
remedy. The exercise or beginning of the exercise by the Administrative Agent of any one or more
of the rights, powers or remedies provided for in this Agreement, the Credit Documents or in any
such other instrument or agreement now or hereafter existing at law or in equity or by statute or
otherwise shall not preclude the simultaneous or later exercise by the Administrative Agent of all
such other rights, powers or remedies, and no failure or delay on the
part of the Administrative Agent to exercise any such right, power or remedy shall operate as
a waiver thereof.
14. Continuing Agreement. This is a continuing agreement and shall remain in full
force and effect until terminated by written agreement of the parties and until all of the
principal of, premium, if any, and interest on all of the Obligations have been fully paid. This
Agreement and the liens and security interests created and granted hereunder shall remain in
effect, notwithstanding the fact that at any time or from time to time there may be no Obligations
outstanding, in order to secure all future Obligations. If this Security Agreement is revoked by
operation of law as against any Grantor, such Grantor will indemnify and save the Administrative
Agent and its successors or assigns, harmless from any loss which may be suffered or incurred by
them in making, giving, granting or extending any loans or other credit, financing or financial
accommodations, or otherwise acting, hereunder prior to receipt by the Administrative Agent of
notice in writing of such revocation.
15. Miscellaneous. This Agreement shall be governed by the laws of the State of North
Carolina in all respects, including matters of construction, validity and performance except to the
extent that the remedies provided herein with respect to any of the collateral are governed by the
laws of any jurisdiction other than North Carolina; section headings herein are for the convenience
of reference only and shall not affect the construction or interpretation of or alter or modify the
provisions of this Agreement; none of the terms or provisions of this Agreement may be waived,
altered, modified, limited or amended except by an agreement expressly referring hereto and to
which the Administrative Agent consents in writing duly signed for the Administrative Agent and on
the Administrative Agent’s behalf; the rights granted to the Administrative Agent herein shall be
supplementary and in addition to those granted to the Administrative Agent and/or the Secured
Parties in any Credit Documents; the addresses of the parties for delivery of notices, requests,
demands and other communications hereunder are as set forth in the Credit Agreement. Each of the
Grantors hereby agrees that all of their liabilities and obligations under this Agreement shall be
joint and several. No reference to “proceeds” in this Agreement authorizes any sale, transfer, or
other disposition of the Collateral by any Grantor.
16. Duties of Administrative Agent. The Administrative Agent has been appointed by
the Secured Parties pursuant to the Credit Agreement. Its duties to the Secured Parties, powers to
act on behalf of the Secured Parties, and immunity are set forth solely therein, and shall not be
altered by this Security Agreement. Any amounts realized by the Administrative Agent hereunder
shall be allocated pursuant to Section 6.04 of the Credit Agreement.
17. Notices of Exclusive Control. The Administrative Agent agrees that it shall not
deliver a notice of exclusive control under any control agreement executed in connection with this
Agreement until a Default or an Event of Default has occurred and is continuing.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, this Security Agreement has been executed as of the day and year first
above written.
| GRANTORS: MAIN STREET CAPITAL CORPORATION |
||||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | President and Chief Financial Officer | |||
| MAIN STREET CAPITAL PARTNERS, LLC |
||||
| By: | /s/ Xxxxxx Xxxxx | |||
| Name: | Xxxxxx Xxxxx | |||
| Title: | Chief Financial & Administrative Officer | |||
| MAIN STREET EQUITY INTERESTS, INC. |
||||
| By: | /s/ Xxxxxx Xxxxx | |||
| Name: | Xxxxxx Xxxxx | |||
| Title: | Vice President | |||
