SECURITY AGREEMENT SUPPLEMENT
Exhibit 10.31
EXECUTION VERSION
Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.
February 6, 2020
TCW Asset Management Company LLC, as Agent
1251 Avenue of the Americas, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference hereby is made to (a) the Financing Agreement, dated as of December 23, 2019 (such agreement, as amended, restated, supplemented, modified or otherwise changed from time to time, including any replacement agreement therefor, being hereinafter referred to as the “Financing Agreement”) by and among Mondee Holdings, LLC, a Delaware limited liability company (the “Parent”), each subsidiary of the Parent listed as a “Borrower” on the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a “Borrower” thereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with the Parent and each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder, each a “Guarantor” and collectively, the “Guarantors”, and together with the Borrowers, each a “Grantor” and collectively, the “Grantors”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”) and TCW Asset Management Company LLC, a Delaware limited liability company (“TCW”), as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Agent”) and (b) the Pledge and Security Agreement, dated as of December 23, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), made by the Grantors from time to time party thereto in favor of the Agent. Capitalized terms defined in the Financing Agreement or the Security Agreement and not otherwise defined herein are used herein as defined in the Financing Agreement or the Security Agreement.
SECTION 1. Grant of Security. Each of the undersigned hereby grants to the Agent, for the ratable benefit of each Secured Party, a security interest in, all of its right, title and interest in and to all of the Collateral (as defined in the Security Agreement) of the undersigned, whether now owned or hereafter acquired by the undersigned, wherever located and whether now or hereafter existing or arising, including, without limitation, the property and assets of the undersigned set forth on the attached supplemental schedules to the Schedules to the Security Agreement.
SECTION 2. Security for Obligations. The grant of a security interest in the Collateral by the undersigned under this Security Agreement Supplement and the Security Agreement secures the payment of all Secured Obligations of the undersigned now or hereafter existing under or in respect of the Loan Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. Without limiting the generality of the
1
foregoing, each of this Security Agreement Supplement and the Security Agreement secures the payment of all amounts that constitute part of the Secured Obligations and that would be owed by the undersigned to the Agent or any Secured Party under the Loan Documents but for the fact that such Secured Obligations are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving a Grantor.
SECTION 3. Supplements to Security Agreement Schedules. The undersigned have attached hereto supplemental Schedules I through VIII to Schedules I through VIII, respectively, to the Security Agreement, and the undersigned hereby certifies, as of the date first above written, that such supplemental Schedules have been prepared by the undersigned in substantially the form of the equivalent Schedules to the Security Agreement, and such supplemental Schedules include all of the information required to be scheduled to the Security Agreement and do not omit to state any information material thereto.
SECTION 4. Representations and Warranties. Each of the undersigned hereby makes each representation and warranty set forth in Section 5 of the Security Agreement (as supplemented by the attached supplemental Schedules) to the same extent as each other Grantor.
SECTION 5. Obligations Under the Security Agreement. Each of the undersigned hereby agrees, as of the date first above written, to be bound as a Grantor by all of the terms and provisions of the Security Agreement to the same extent as each of the other Grantors. Each of the undersigned further agrees, as of the date first above written, that each reference in the Security Agreement to an “Additional Grantor” or a “Grantor” shall also mean and be a reference to the undersigned.
SECTION 6. Governing Law. This Security Agreement Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.
SECTION 7. Loan Document. In addition to and without limitation of any of the foregoing, this Security Agreement Supplement shall be deemed to be a Loan Document and shall otherwise be subject to all of terms and conditions contained in Sections 12.10 and 12.11 of the Financing Agreement, mutatis mutandi.
[Signature Pages Follow]
2
| Very truly yours, | |
| | |
| COSMOPOLITAN TRAVEL SERVICE, INC. | |
| | |
| | |
| By: | /s/ Xxxxxx Xxxxxxxxxxx |
| | Name: Xxxxxx Xxxxxxxxxxx |
| | Title: Chief Executive Officer |
| | |
| | |
| COSMOPOLITAN TRAVEL SERVICES INC. | |
| | |
| | |
| By: | /s/ Xxxxxx Xxxxxxxxxxx |
| | Name: Xxxxxx Xxxxxxxxxxx |
| | Title: Chief Executive Officer |
[Signature Page to Security Agreement Supplement]
Acknowledged and Agreed: | | |
| | |
TCW ASSET MANAGEMENT COMPANY LLC, | | |
as Agent | | |
| | |
| | |
By: | /s/ Xxxxxxx Xxxxxx | |
Name: Xxxxxxx Xxxxxx | | |
Title: Managing Director | | |
[Signature Page to Security Agreement Supplement]
Schedule I
Legal Name; Organization; ID Number
| Name (i) | State of Incorporation (ii) | Type of Org (iii) | Org ID (iv) |
1 | COSMOPOLITAN TRAVEL SERVICES Inc. | Corporation | 4077746 | |
2 | COSMOPOLITAN TRAVEL SERVICE, INC. | Michigan | Corporation | 800033976 |
Schedule II
Trade Names; Registered Intellectual Property
Trade Names/Fictitious Name:
| Company Name | Trade names presently used | Former trade names |
1 | COSMOPOLITAN TRAVEL SERVICE, INC. | Cosmopolitan Travel Service-Chicago; Cosmopolitan Travel Service, MI | |
Material Licenses:
None.
Registered Intellectual Property:
Trademarks:
Description | Serial Number | Registration | Expiration Date | Notes on Ownership |
FARESWATTER | 88392003 | (Filed 4/18/19) | | Owner COSMOPOLITAN TRAVEL SERVICE, INC. |
FARESWAT | 88391993 | (Filed 4/18/19) | | Owner COSMOPOLITAN TRAVEL SERVICE, INC. |
HERO | 88385388 | (Filed 4/15/19) | | Owner COSMOPOLITAN TRAVEL SERVICE, INC. |
Patents:
None.
Copyrights:
None.
Schedule III
Addresses for Equipment, Fixtures, Inventory and other Goods; Chief Executive Office and Place of Business Addresses
Addresses for Equipment, Fixtures, Inventory and other Goods:
| Company/Borrower | Location Name | Address (a) | Leased |
1 | COSMOPOLITAN TRAVEL SERVICE, INC. | CTS-XxXxxx | 0000 XxXxxx, Xxxxxx, XX 00000 | Leased |
| COSMOPOLITAN TRAVEL SERVICE, INC. | CTS-SWrwy | 0000 XX Xxxx, Xxxxxxx, XX, 00000 | Leased |
| COSMOPOLITAN TRAVEL SERVICE, INC. | CTS-SatelliteBoulevard | 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxxx, XX 00000 | Leased |
| COSMOPOLITAN TRAVEL SERVICE, INC. | CTS-WestCenturyBoulevard | 0000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxx, XX 00000 | Leased |
| COSMOPOLITAN TRAVEL SERVICE, INC. | CTS-WaklandOarkPlvdBuite | 0000 X. Xxxxxxx Xxxx Xxxx., Xxxxx 000, Xxxxxxx, XX 00000 | Leased |
| COSMOPOLITAN TRAVEL SERVICE, INC. | CTS-NincolnLveAuite | 0000 X. Xxxxxxx Xxx., Xxxxx 000, Xxxxxxxxxxx, XX 00000 | Leased |
| COSMOPOLITAN TRAVEL SERVICE, INC. | CTS-GreaterMackAvenueStClair | 00000 Xxxxxxx Xxxx Xxxxxx, Xx. Xxxxx, Xxxxxx, XX 00000 | Leased |
| COSMOPOLITAN TRAVEL SERVICE, INC. | CTS-GreaterMackAvenueStClair | 00000 Xxxxxxx Xxxx Xxxxxx, Xx. Xxxxx, Xxxxxx, XX 00000 | Leased |
2 | COSMOPOLITAN TRAVEL SERVICES Inc. | CTS-West 35 | 000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000 | Leased |
| COSMOPOLITAN TRAVEL SERVICES Inc. | XXX-00 Xxxx | Xxxxxxxxxxxxx 00 Xxxx, 00000 Xxxxxx | Leased |
| COSMOPOLITAN TRAVEL SERVICES Inc. | XXX-00 00 Xxxx | Xxxxxxxxxxxxx 00-00 Xxxx, 00000 Xxxxxx | Leased |
| COSMOPOLITAN TRAVEL SERVICES Inc. | XXX-Xxxxxx | Xxxxxxx 0, 0xx xxxxx Xxxxx 000, Xxxxxx Xxxxxx | Leased |
a. Location of the chief executive office: | ||||
| Company/Borrower | Location Name | Address | County/State/ZIP |
1 | COSMOPOLITAN TRAVEL SERVICES Inc. | CTS NY Headquarters | 000 Xxxxxxxx Xxxxxx Xxxx., Xxx. 000 | Xxx Xxxxx, XX 00000 |
2 | COSMOPOLITAN TRAVEL SERVICE, INC. | CTS MI Headquarters | 000 Xxxxxxxx Xxxxxx Xxxx., Xxx. 000 | Xxx Xxxxx, XX 00000 |
b. Location of chief place of business | ||||
| Company/Borrower | Location Name | Address | County/State/ZIP |
1 | COSMOPOLITAN TRAVEL SERVICES Inc. | CTS NY Headquarters | 000 Xxxxxxxx Xxxxxx Xxxx., Xxx. 000 | Xxx Xxxxx, XX 00000 |
2 | COSMOPOLITAN TRAVEL SERVICE, INC. | CTS MI Headquarters | 000 Xxxxxxxx Xxxxxx Xxxx., Xxx. 000 | Xxx Xxxxx, XX 00000 |
c. Location of books & records | ||||
| Company/Borrower | Location Name | Address | County/State/ZIP |
1 | COSMOPOLITAN TRAVEL SERVICES Inc. | CTS NY Headquarters | 000 Xxxxxxxx Xxxxxx Xxxx., Xxx. 000 | Xxx Xxxxx, XX 00000 |
2 | COSMOPOLITAN TRAVEL SERVICE, INC. | CTS MI Headquarters | 000 Xxxxxxxx Xxxxxx Xxxx., Xxx. 000 | Xxx Xxxxx, XX 00000 |
Schedule IV
Deposit Accounts; Securities Accounts; Commodities Accounts
Deposit Accounts:
| Company/Borrower | Financial Institution | Purpose | Account |
|---|---|---|---|---|
1 | COSMOPOLITAN TRAVEL SERVICE, INC. | Comerica Bank (Detroit) 00000 Xxxx Xxx., Xxxxxx xxxxxx Xxxxx, XX 00000 | Deposit | [***] |
2 | COSMOPOLITAN TRAVEL SERVICE, INC. | Comerica Bank (Detroit) 00000 Xxxx Xxx., Xxxxxx xxxxxx Xxxxx, XX 00000 | Deposit | [***] |
3 | COSMOPOLITAN TRAVEL SERVICE, INC. | Comerica Bank (Detroit) 00000 Xxxx Xxx., Xxxxxx xxxxxx Xxxxx, XX 00000 | Deposit | [***] |
4 | COSMOPOLITAN TRAVEL SERVICE, INC. | Comerica Bank (Detroit) 00000 Xxxx Xxx., Xxxxxx xxxxxx Xxxxx, XX 00000 | Deposit | [***] |
5 | COSMOPOLITAN TRAVEL SERVICE, INC. | Comerica Bank (Florida) 00000 Xxxx Xxx., Xxxxxx xxxxxx Xxxxx, XX 00000 | Deposit | [***] |
6 | COSMOPOLITAN TRAVEL SERVICE, INC. | Comerica Bank (Los Angeles) 00000 Xxxx Xxx., Xxxxxx xxxxxx Xxxxx, XX 00000 | Deposit | [***] |
7 | COSMOPOLITAN TRAVEL SERVICE, INC. | Fifth Third Bank (Chicago) 0000 X. Xxxxxxx Xxx., Xxxxxxxxxxx, XX 00000 | Deposit | [***] |
8 | COSMOPOLITAN TRAVEL SERVICES Inc. | Bank of America (New York) 000 Xxxx Xx., Xxxx Xxxx, XX 00000 | Deposit | [***] |
9 | COSMOPOLITAN TRAVEL SERVICE INC. (GA)1 | Bank of America (Atlanta) 0000 Xxxxx Xxxx Xx. XX, Xxxxxxxx, XX 00000 | Deposit | [***] |
10 | COSMOPOLITAN TRAVEL SERVICE, INC. | Bank of America (Houston) 0000 Xxxxx Xxxx Xx. XX, Xxxxxxxx, XX 00000 | Deposit | [***] |
11 | COSMOPOLITAN TRAVEL SERVICE, INC. | Bank of America (San Xxxxxxx) 000 X. Xxx Xxxxx Xx., Xxx Xxxxxxx, XX 00000 | Deposit | [***] |
12 | COSMOPOLITAN TRAVEL SERVICE, INC. | Bank of America (Chicago) 0000 X. Xxxxxxx Xxx., Xxxxxxxxxxx, XX 00000 | Deposit | [***] |
13 | COSMOPOLITAN TRAVEL SERVICE, INC. | Xxxxxxx Xxxxx (Wealth Management) 0000 Xxxx Xxx Xxxxxx XX., Xxxx, XX 00000 | Deposit | [***] |
1 | This account may not have been administratively transferred from the dissolved Georgia entity, but will be transferred as part of the acquisition. |
| Company/Borrower | Financial Institution | Purpose | Account |
|---|---|---|---|---|
14 | COSMOPOLITAN TRAVEL SERVICE, INC. | Bank of America (Chicago)2 0000 X. Xxxxxxx Xxx., Xxxxxxxxxxx, XX 00000 | Charitable | [***] |
Securities Accounts:
None.
Commodities Accounts:
None.
2 | This account has been established to raise funds for the benefit of an ill employee and all such funds will be remitted to such employee, and all such funds will be remitted to such employee. CTS is in the process of transferring title to this account to the employee. |
Schedule V
UCC Financing Statements
Name of Grantor | Filing Office |
COSMOPOLITAN TRAVEL | |
COSMOPOLITAN TRAVEL | Michigan |
Schedule VI
Commercial Tort Claims
None.
Schedule VII
Pledged Debt
None.
Schedule VIII
Pledged Equity
Name of Entity/Issuer | Jurisdiction | Owner/Pledgor | Percentage | Percentage | Authorized Equity | Equity Interests |
COSMOPOLITAN TRAVEL SERVICES Inc. | MI | Mondee, Inc. | [***] | [***] | [***] Class A Voting [***] Class B Non- voting” | [***] Class A Voting [***] Class B Non- voting |
COSMOPOLITAN TRAVEL SERVICE, INC. | NY | Mondee, Inc. | [***] | [***] | [***] Common | [***] Common |
COSMOPOLITAN TRAVEL SERVICE, INC. | NY | COSMOPOLITAN TRAVEL SERVICES Inc. | [***] | [***] | [***] Common | [***] Common |
LETO TRAVEL SERVICE INC. | Ontario, Canada | Mondee, Inc. | [***] | [***] | [***] Common | [***] Common |
