Amendment to Loan Documents
Exhibit 10.2
THIS
AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made as of June 2, 2010, by and
between ENVIRONMENTAL TECTONICS CORPORATION (the
“Borrower”) and PNC BANK, NATIONAL ASSOCIATION
(the “Bank”).
BACKGROUND
A. The Borrower has executed and delivered to the Bank, one or more promissory notes, letter
agreements, loan agreements, security agreements, guaranties, pledge agreements, collateral
assignments, and other agreements, instruments, certificates and documents, some or all of which
are more fully described on attached Exhibit A, which is made a part of this Amendment
(collectively as amended from time to time, the “Loan Documents”) which evidence or secure some or
all of the Borrower’s obligations to the Bank for one or more loans or other extensions of credit
(the “Obligations”).
B. The Borrower and the Bank desire to amend the Loan Documents as provided for in this
Amendment.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and intending to be
legally bound hereby, the parties hereto agree as follows:
1. Certain of the Loan Documents are amended or terminated as set forth in Exhibit A. Any and
all references to any Loan Document in any other Loan Document shall be deemed to refer to such
Loan Document as amended by this Amendment. This Amendment is deemed incorporated into each of the
Loan Documents. Any initially capitalized terms used in this Amendment without definition shall
have the meanings assigned to those terms in the Loan Documents. To the extent that any term or
provision of this Amendment is or may be inconsistent with any term or provision in any Loan
Document, the terms and provisions of this Amendment shall control.
2. The Borrower hereby certifies that: (a) all of its representations and warranties in the
Loan Documents, as amended by this Amendment, are, except as may otherwise be stated in this
Amendment: (i) true and correct as of the date of this Amendment, (ii) ratified and confirmed
without condition as if made anew, and (iii) incorporated into this Amendment by reference, (b) no
Event of Default or event which, with the passage of time or the giving of notice or both, would
constitute an Event of Default, exists under any Loan Document which will not be cured by the
execution and effectiveness of this Amendment, (c) no consent, approval, order or authorization of,
or registration or filing with, any third party is required in connection with the execution,
delivery and carrying out of this Amendment or, if required, has been obtained, and (d) this
Amendment has been duly authorized, executed and delivered so that it constitutes the legal, valid
and binding obligation of the Borrower, enforceable in accordance with its terms. The Borrower
confirms that the Obligations remain outstanding without defense, set off, counterclaim, discount
or charge of any kind as of the date of this Amendment.
3. The Borrower hereby confirms that, except to the extent modified or terminated as set forth
in this Amendment, any collateral for the Obligations, including liens, security interests,
guaranties, and pledges granted by the Borrower or the Guarantor (if applicable), shall continue
unimpaired and in full force and effect, and shall cover and secure all of the Borrower’s existing
and future Obligations to the Bank, as modified by this Amendment.
4. As a condition precedent to the effectiveness of this Amendment, the Borrower shall comply
with the terms and conditions (if any) specified in Exhibit A.
5. To induce the Bank to enter into this Amendment, the Borrower waives and releases and
forever discharges the Bank and its officers, directors, attorneys, agents, and employees from any
liability, damage, claim, loss or expense of any kind that it may have against the Bank or any of
them arising out of or relating to the Obligations. The Borrower further agrees to indemnify and
hold the Bank and its officers, directors, attorneys, agents and employees harmless from any loss,
damage, judgment, liability or expense (including attorneys’ fees) suffered by or rendered against
the Bank or any of them on account of any claims arising out of or relating to the Obligations.
The Borrower further states that it has carefully read the foregoing release and indemnity, knows
the contents thereof and grants the same as its own free act and deed.
6. This Amendment may be signed in any number of counterpart copies and by the parties to this
Amendment on separate counterparts, but all such copies shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page to this Amendment by
facsimile transmission shall be effective as delivery of a manually executed counterpart. Any
party so executing this Amendment by facsimile transmission shall promptly deliver a manually
executed counterpart, provided that any failure to do so shall not affect the validity of the
counterpart executed by facsimile transmission.
7. This Amendment will be binding upon and inure to the benefit of the Borrower and the Bank
and their respective heirs, executors, administrators, successors and assigns.
8. This Amendment has been delivered to and accepted by the Bank and will be deemed to be made
in the Commonwealth of Pennsylvania. This Amendment will be interpreted and the rights and
liabilities of the parties hereto determined in accordance with the laws of the Commonwealth of
Pennsylvania, excluding its conflict of laws rules.
9. Except as amended hereby, the terms and provisions of the Loan Documents remain unchanged,
are and shall remain in full force and effect unless and until modified or amended in writing in
accordance with their terms, and are hereby ratified and confirmed. Except as expressly provided
herein, this Amendment shall not constitute an amendment, waiver, consent or release with respect
to any provision of any Loan Document, a waiver of any default or Event of Default under any Loan
Document, or a waiver or release of any of the Bank’s rights and remedies (all of which are hereby
reserved). The Borrower expressly ratifies and confirms the waiver of jury trial provisions
contained in the Loan Documents.
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WITNESS the due execution of this Amendment as a document under seal as of the date first
written above.
ATTEST:
|
ENVIRONMENTAL TECTONICS CORPORATION | |||||
By: |
By: | |||||
Print Name:
|
Print Name: | |||||
Title:
|
Title: | |||||
| PNC BANK, NATIONAL ASSOCIATION | ||||||
| By: | ||||||
| (SEAL) | ||||||
| Print Name: | ||||||
| Title: | ||||||
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| A. | The “Loan Documents” that are the subject of this Amendment include the following (as any of the foregoing have previously been amended, modified or otherwise supplemented): |
| 1. | Letter Agreement between the Borrower and the Bank dated November 16, 2009 (the “Letter Agreement”) | ||
| 2. | Reimbursement Agreement for Letters of Credit between the Borrower and the Bank dated November 16, 2009 | ||
| 3. | Pledge Agreement (Bank Deposits) between the Borrower and the Bank dated November 16, 2009 (the “Borrower Pledge Agreement”) | ||
| 4. | All other documents, instruments, agreements, and certificates executed and delivered in connection with the Loan Documents listed in this Section A. |
| B. | The Loan Documents are amended as follows: |
| 1. | The Borrower Pledge Agreement is amended by amending and restating the first paragraph of Section 1 thereof to read in full as follows: |
“Pledge. In order to induce the Secured Party to
extend the Obligations (as defined below), the Pledgor
hereby grants a security interest in and pledges to the
Secured Party, all of the Pledgor’s rights, title and
interest in and to the accounts, deposits, deposit accounts,
and certificates of deposit, whether negotiable or
nonnegotiable, and all security entitlements of the Pledgor
with respect thereto, whether now owned or hereafter
acquired, including those entries on the records of the
issuing institution, and any and all renewals,
substitutions, replacements and proceeds thereof and all
income, interest and other distributions thereon maintained
in the name of the Pledgor by the issuing institution
(collectively, the “Collateral”), as more fully described on
Exhibit A attached hereto and made a part hereof, which
Collateral shall at all times have a fair market value of at
least $5,422,405.”
| 2. | The existing Exhibit A to Pledge Agreement is hereby deleted and replaced with the Exhibit A to Pledge Agreement attached hereto. |
| C. | Conditions to Effectiveness of Amendment: The Bank’s willingness to agree to the amendments set forth in this Amendment are subject to the prior satisfaction of the following conditions: |
| 1. | Execution by all parties and delivery to the Bank of this Amendment including the attached Consent. |
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EXHIBIT A
TO PLEDGE AGREEMENT
TO PLEDGE AGREEMENT
| Dollar | Issuance | Certificate of | ||||||||||
| Issuer | Amount | Date | Deposit No. | |||||||||
PNC Bank, National Association |
$ | 2,720,544.40 | 11/16/09 | 31700343665 | ||||||||
PNC Bank, National Association |
$ | 2,705,587.96 | 3/30/10 | 31700346938 | ||||||||
