SIXTH LOAN MODIFICATION AGREEMENT
EXHIBIT
10.8
This Sixth Loan Modification Agreement
(this “Loan Modification Agreement”) is entered into as of July 16, 2010, by and
among (a) SILICON VALLEY
BANK, a California corporation, with its principal place of business at
0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000 and with a loan production
office located at One Newton Executive Park, Suite 200, 0000 Xxxxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000 (“Bank”) and (b) (i) GLOBALOPTIONS, INC., a
Delaware corporation with offices at 0000 X Xxxxxx,
X.X., Xxxxxxxxxx, X.X. 00000 (“Global”), and (ii) THE BODE TECHNOLOGY GROUP,
INC., a Delaware corporation with offices at 0000 X Xxxxxx,
X.X., Xxxxxxxxxx, X.X. 00000 (“Bode”) (Global and Bode are jointly and
severally, individually and collectively, referred to herein as the
“Borrower”).
1. DESCRIPTION OF EXISTING
INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and
obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank
pursuant to a loan arrangement dated as of March 31, 2008, evidenced by, among
other documents, a certain Fourth Amended and Restated Loan and Security
Agreement dated as of March 31, 2008, among Borrower and Bank, as amended by a
certain First Loan Modification Agreement dated as of March 30, 2009, as further
amended by a certain Second Loan Modification Agreement dated as of August 27,
2009, as further amended by a certain Third Loan Modification Agreement dated as
of December 31, 2009, as further amended by a certain Fourth Loan Modification
Agreement dated as of April 15, 2010, and as further amended by a certain Fifth
Loan Modification Agreement dated as of July 12, 2010 (as amended, the “Loan
Agreement”). Capitalized terms used but not otherwise defined herein
shall have the same meaning as in the Loan Agreement.
2. DESCRIPTION OF
COLLATERAL. Repayment of the Obligations is secured by (a) the
Collateral as described in the Loan Agreement, (b) the Intellectual Property
Collateral as described in a certain Intellectual Property Security Agreement
dated as of March 31, 2008 between Bank and Global (the “Global IP Security
Agreement”), and (c) the Intellectual Property Collateral as described in a
certain Intellectual Property Security Agreement dated as of March 31, 2008
between Bank and Bode (the “Bode IP Security Agreement”) (together with any
other collateral security granted to Bank, the “Security
Documents”). Hereinafter, the Security Documents, together with all
other documents evidencing or securing the Obligations shall be referred to as
the “Existing Loan Documents”.
3. DESCRIPTION OF CHANGE IN
TERMS.
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A.
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Modifications
to Loan Agreement.
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1
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Borrower
hereby acknowledges, confirms and agrees that (a) upon the occurrence of
the Sale Event, all outstanding Obligations in connection with Financed
Receivables being sold pursuant to the Sale Event shall be paid in full
immediately, and (b) upon the sale of any assets owned by Global and/or
Guarantor with respect to the Xxxxx Xxx Xxxx Associates business unit,
including, without limitation, any assets sold pursuant to that certain
Asset Purchase Agreement dated as of May 13, 2010 by and among Borrower,
Guarantor and Xxxx Group Holdings, LLC (the “Xxxx Division Sale Event”),
all outstanding Obligations in connection with Financed Receivables being
sold pursuant to the Xxxx Division Sale Event shall be paid in full
immediately.
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2
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The
Loan Agreement shall be amended by deleting the following language,
appearing in Section 2.1.1(b)
thereof:
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“In
addition and notwithstanding the foregoing, (i) prior to the occurrence of the
Sale Event, (A) the aggregate amount of Advances outstanding at any time may not
exceed Ten Million Dollars ($10,000,000.00), and (B) the aggregate amount of
Advances made based upon Aggregate Eligible Accounts outstanding at any time may
not exceed Two Million Five Hundred Thousand Dollars ($2,500,000.00), and (ii)
upon and after the occurrence of the Sale Event, the aggregate amount of
Advances outstanding at any time may not exceed Seven Million Five Hundred
Thousand Dollars ($7,500,000.00).”
and inserting in lieu thereof the
following:
“In
addition and notwithstanding the foregoing, (i) the aggregate amount of Advances
outstanding at any time may not exceed Five Million Dollars ($5,000,000.00), and
(ii) prior to the occurrence of the Sale Event, the aggregate amount of Advances
made based upon Aggregate Eligible Accounts outstanding at any time may not
exceed Two Million Five Hundred Thousand Dollars
($2,500,000.00).”
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3
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The
Loan Agreement shall be amended by deleting the following text, appearing
in Section 2.1.1(f):
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“If this
Agreement is terminated (A) by Bank in accordance with clause (ii) in the
foregoing sentence, or (B) by Borrower for any reason, Borrower shall pay to
Bank a termination fee in an amount equal to (1) prior to the occurrence of the
Sale Event, Fifty Thousand Dollars ($50,000.00), and (2) upon and after the
occurrence of the Sale Event, Thirty Seven Thousand Five Hundred Dollars
($37,500.00) (the “Early Termination Fee”).”
and
inserting in lieu thereof the following:
“If this
Agreement is terminated (A) by Bank in accordance with clause (ii) in the
foregoing sentence, or (B) by Borrower for any reason, Borrower shall pay to
Bank a termination fee in an amount equal to Twenty Five Thousand Dollars
($25,000.00) (the “Early Termination Fee”).”
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4
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The
Loan Agreement shall be amended by deleting the following text, appearing
in Section 2.2.4 thereof:
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“ (a) Prior
to the occurrence of the Sale Event, Borrower will pay to Bank a collateral
handling fee equal to 0.20% (or, with respect to Financed Receivables based upon
Aggregate Eligible Accounts, 0.30%) per month of the Financed Receivable Balance
for each Financed Receivable outstanding based upon a 360 day year (the
“Collateral Handling Fee”), provided, however, for any Subject Month (as of the
first calendar day of such month) to the extent that Borrower maintained
Liquidity of greater than Twelve Million Five Hundred Thousand Dollars
($12,500,000.00) at all times during the applicable Testing Month, the
Collateral Handling Fee shall be 0.0% (or, with respect to Financed Receivables
based upon Aggregate Eligible Accounts, 0.10%) per month of the Financed
Receivable Balance for each Financed Receivable outstanding based upon a 360 day
year. This fee is charged on a daily basis which is equal to the
Collateral Handling Fee divided by 30, multiplied by the number of days each
such Financed Receivable is outstanding, multiplied by the outstanding Financed
Receivable Balance. Except as otherwise provided in Section
2.3.1(b)(i), the Collateral Handling Fee is payable when the Advance made based
on such Financed Receivable is payable in accordance with Section 2.3
hereof.
(b) Upon
and after the occurrence of the Sale Event, Borrower will pay to Bank a
collateral handling fee equal to 0.20% per month of the Financed Receivable
Balance for each Financed Receivable outstanding based upon a 360 day year (the
“Collateral Handling Fee”), provided, however, for any Subject Month (as of the
first calendar day of such month) to the extent that Borrower maintained
Liquidity of greater than Twelve Million Five Hundred Thousand Dollars
($12,500,000.00) at all times during the applicable Testing Month, the
Collateral Handling Fee shall be 0.0% per month of the Financed Receivable
Balance for each Financed Receivable outstanding based upon a 360 day
year. This fee is charged on a daily basis which is equal to the
Collateral Handling Fee divided by 30, multiplied by the number of days each
such Financed Receivable is outstanding, multiplied by the outstanding Financed
Receivable Balance. The Collateral Handling Fee is payable when the
Advance made based on such Financed Receivable is payable in accordance with
Section 2.3 hereof.”
and
inserting in lieu thereof the following:
“ (a) Prior
to the occurrence of the Sale Event, Borrower will pay to Bank a collateral
handling fee equal to 0.20% (or, with respect to Financed Receivables based upon
Aggregate Eligible Accounts, 0.30%) per month of the Financed Receivable Balance
for each Financed Receivable outstanding based upon a 360 day year (the
“Collateral Handling Fee”), provided, however, for any Subject Month (as of the
first calendar day of such month) to the extent that Borrower maintained
Liquidity of greater than Six Million Two Hundred Fifty Thousand Dollars
($6,250,000.00) at all times during the applicable Testing Month, the Collateral
Handling Fee shall be 0.0% (or, with respect to Financed Receivables based upon
Aggregate Eligible Accounts, 0.10%) per month of the Financed Receivable Balance
for each Financed Receivable outstanding based upon a 360 day
year. This fee is charged on a daily basis which is equal to the
Collateral Handling Fee divided by 30, multiplied by the number of days each
such Financed Receivable is outstanding, multiplied by the outstanding Financed
Receivable Balance. Except as otherwise provided in Section
2.3.1(b)(i), the Collateral Handling Fee is payable when the Advance made based
on such Financed Receivable is payable in accordance with Section 2.3
hereof.
(b) Upon
and after the occurrence of the Sale Event, Borrower will pay to Bank a
collateral handling fee equal to 0.20% per month of the Financed Receivable
Balance for each Financed Receivable outstanding based upon a 360 day year (the
“Collateral Handling Fee”), provided, however, for any Subject Month (as of the
first calendar day of such month) to the extent that Borrower maintained
Liquidity of greater than Six Million Two Hundred Fifty Thousand Dollars
($6,250,000.00) at all times during the applicable Testing Month, the Collateral
Handling Fee shall be 0.0% per month of the Financed Receivable Balance for each
Financed Receivable outstanding based upon a 360 day year. This fee
is charged on a daily basis which is equal to the Collateral Handling Fee
divided by 30, multiplied by the number of days each such Financed Receivable is
outstanding, multiplied by the outstanding Financed Receivable
Balance. The Collateral Handling Fee is payable when the Advance made
based on such Financed Receivable is payable in accordance with Section 2.3
hereof.”
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5
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The
Loan Agreement shall be amended by deleting the following, appearing as
Section 6.7:
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“ 6.7 Financial
Covenants. Borrower shall maintain at all times, to be tested
as of the last day of each month:
(a) EBDA. EBDA
for the three-month period ending on the last day of each month of at
least:
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Period
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Minimum
EBDA
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April
1, 2010 through June 30, 2010
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($1,500,000.00)
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May
1, 2010 through July 31, 2010
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If
the Sale Event has occurred: ($1,500,000.00)
If
the Sale Event has not occurred: ($1,000,000.00)
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June
1, 2010 through August 31, 2010
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If
the Sale Event has occurred: ($600,000.00)
If
the Sale Event has not occurred: ($500,000.00)
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July
1, 2010 through September 30, 2010
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If
the Sale Event has occurred: ($400,000.00)
If
the Sale Event has not occurred: ($100,000.00)
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August
1, 2010 through October 31, 2010, and for each three-month period ending
on the last day of each month thereafter
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If
the Sale Event has occurred: $1.00
If
the Sale Event has not occurred:
($100,000.00)”
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and
inserting in lieu thereof the following:
“ 6.7 Financial
Covenants. Borrower shall maintain at all times, to be tested
as of the last day of each month:
(a) EBDA. EBDA
for the three-month period ending on the last day of each month of at
least:
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May
1, 2010 through July 31, 2010
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$ | (1,500,000.00 | ) | |
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June
1, 2010 through August 31, 2010
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$ | (1,000,000.00 | ) | |
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July
1, 2010 through September 30, 2010
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$ | (1,500,000.00 | ) | |
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August
1, 2010 through October 31, 2010, and for each three-month period ending
on the last day of each month thereafter
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$ | (1,000,000.00 | )” |
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6
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The
Loan Agreement shall be amended by deleting the following definitions,
appearing in Section 13.1 thereof:
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“ “Applicable Rate” is a per
annum rate equal to the Prime Rate plus one and three quarters of one percent
(1.75%), provided, however, for any Subject Month (as of the first calendar day
of such month), to the extent that Borrower maintained Liquidity of greater than
Twelve Million Five Hundred Thousand Dollars ($12,500,000.00) at all times
during the applicable Testing Month, the Applicable Rate shall be a per annum
rate equal to the Prime Rate plus one percent (1.0%).”
“ “EBDA” means (a) Net Income,
plus (b) to the extent deducted in the calculation of Net Income, depreciation
expense, amortization expense, non-cash impairment charges and non-cash stock
compensation expenses, plus (c) gains and/or losses related to the sale of
certain divisions and/or Subsidiaries of Borrower consented to by Bank in
writing on a case-by-case basis in Bank’s sole discretion.”
“ “Facility Amount” is (a) prior
to the occurrence of the Sale Event, Twelve Million Five Hundred Thousand
Dollars ($12,500,000.00), and (b) upon and after the occurrence of the Sale
Event, Nine Million Three Hundred Seventy Five Thousand Dollars
($9,375,000.00).”
and inserting in lieu thereof the
following:
“ “Applicable Rate” is a per
annum rate equal to the Prime Rate plus one and three quarters of one percent
(1.75%), provided, however, for any Subject Month (as of the first calendar day
of such month), to the extent that Borrower maintained Liquidity of greater than
Six Million Two Hundred Fifty Thousand Dollars ($6,250,000.00) at all times
during the applicable Testing Month, the Applicable Rate shall be a per annum
rate equal to the Prime Rate plus one percent (1.0%).”
“ “EBDA” means (a) Net Income,
plus (b) to the extent deducted in the calculation of Net Income, depreciation
expense, amortization expense, non-cash impairment charges and non-cash stock
compensation expenses, plus (c) gains and/or losses related to the sale of
certain divisions and/or Subsidiaries of Borrower consented to by Bank in
writing on a case-by-case basis in Bank’s sole discretion, so long as such gains
and/or losses are in accordance with the estimates previously provided by
Borrower to Bank, as determined by Bank in Bank’s sole discretion, plus (d)
extraordinary severance and bonus expenses paid out in accordance with a
triggered change in control under the employment contracts of Xxxxxx Xxxxxxxx,
Xxxxx Xxxxxx and Xxxx Xxxxxxx, so long as such severance and bonus expenses are
in accordance with the estimates previously provided by Borrower to Bank, as
determined by Bank in its sole discretion.”
“ “Facility Amount” is Six
Million Two Hundred Fifty Thousand Dollars ($6,250,000.00).”
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7
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The
Loan Agreement shall be amended by deleting the Compliance Certificate
appearing as Exhibit
B thereto and inserting in lieu thereof the Compliance Certificate
attached on Schedule
1 hereto.
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4.
FEES. Borrower
shall pay to Bank a modification fee equal to Ten Thousand Dollars ($10,000.00),
which fee shall be due on the date hereof and shall be deemed fully earned as of
the date hereof. Borrower shall also reimburse Bank for all
legal fees and expenses incurred in connection with this amendment to the
Existing Loan Documents.
5.
RATIFICATION OF IP SECURITY
AGREEMENTS.
(a) Global
hereby ratifies, confirms and reaffirms, all and singular, the terms and
conditions of the Global IP Security Agreement and acknowledges, confirms and
agrees that the Global IP Security Agreement contains an accurate and complete
listing of all Intellectual Property Collateral as defined therein.
(b) Bode
hereby ratifies, confirms and reaffirms, all and singular, the terms and
conditions of the Bode IP Security Agreement and acknowledges, confirms and
agrees that the Bode IP Security Agreement contains an accurate and complete
listing of all Intellectual Property Collateral as defined therein.
6.
RATIFICATIONS OF PERFECTION
CERTIFICATES.
(a) Global
hereby ratifies, confirms and reaffirms, all and singular, the terms and
disclosures contained in a certain Perfection Certificate dated as of March 31,
2008 between Global and Bank, and acknowledges, confirms and agrees the
disclosures and information Global provided to Bank in the Perfection
Certificate have not changed, as of the date hereof.
(b) Bode
hereby ratifies, confirms and reaffirms, all and singular, the terms and
disclosures contained in a certain Perfection Certificate dated as of March 31,
2008 between Bode and Bank, and acknowledges, confirms and agrees the
disclosures and information Bode provided to Bank in the Perfection Certificate
have not changed, as of the date hereof.
7.
CONSISTENT
CHANGES. The Existing Loan Documents are hereby amended
wherever necessary to reflect the changes described above.
8.
RATIFICATION OF LOAN
DOCUMENTS. Borrower hereby ratifies, confirms, and reaffirms
all terms and conditions of all security or other collateral granted to the
Bank, and confirms that the indebtedness secured thereby includes, without
limitation, the Obligations.
9.
NO DEFENSES OF
BORROWER. Borrower hereby acknowledges and agrees that
Borrower has no offsets, defenses, claims, or counterclaims against Bank with
respect to the Obligations, or otherwise, and that if Borrower now has, or ever
did have, any offsets, defenses, claims, or counterclaims against Bank, whether
known or unknown, at law or in equity, all of them are hereby expressly WAIVED
and Borrower hereby RELEASES Bank from any liability thereunder.
10.
CONTINUING
VALIDITY. Borrower understands and agrees that in modifying
the existing Obligations, Bank is relying upon Borrower’s representations,
warranties, and agreements, as set forth in the Existing Loan
Documents. Except as expressly modified pursuant to this Loan
Modification Agreement, the terms of the Existing Loan Documents remain
unchanged and in full force and effect. Bank’s agreement to
modifications to the existing Obligations pursuant to this Loan Modification
Agreement in no way shall obligate Bank to make any future modifications to the
Obligations. Nothing in this Loan Modification Agreement shall
constitute a satisfaction of the Obligations. It is the intention of
Bank and Borrower to retain as liable parties all makers of Existing Loan
Documents, unless the party is expressly released by Bank in
writing. No maker will be released by virtue of this Loan
Modification Agreement.
11. COUNTERSIGNATURE. This
Loan Modification Agreement shall become effective only when it shall have been
executed by Borrower and Bank.
[The
remainder of this page is intentionally left blank]
This Loan Modification Agreement is
executed as a sealed instrument under the laws of the Commonwealth of
Massachusetts as of the date first written above.
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BORROWER:
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BANK:
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GLOBALOPTIONS,
INC.
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SILICON
VALLEY BANK
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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By:
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/s/ Xxxxxxxxx Xxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxxxx Xxxxxx
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Title:
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CFO
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Title:
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VP
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THE
BODE TECHNOLOGY GROUP, INC.
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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CFO
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The
undersigned, GLOBALOPTIONS
GROUP, INC. (“Guarantor”) hereby ratifies, confirms and reaffirms, all
and singular, the terms and conditions of (a) a certain Unconditional Guaranty
(the “Guaranty”) dated as of March 31, 2008, executed and delivered by
Guarantor, pursuant to which Guarantor unconditionally guaranteed the prompt,
punctual and faithful payment and performance of all Obligations of Borrower to
Bank, (b) a certain Security Agreement (the “Security Agreement”) dated as of
March 31, 2008, between Guarantor and Bank, pursuant to which Guarantor granted
Bank a continuing first priority security interest in the Collateral (as the
term is defined therein) to secure the payment and performance of the
Obligations under the Guaranty in accordance with the terms of the Security
Agreement, and (c) a certain Intellectual Property Security Agreement (the “IP
Agreement”) dated as of March 31, 2008, between Guarantor and Bank, pursuant to
which Guarantor granted Bank a continuing first priority security interest in
the Intellectual Property Collateral (as the term is defined therein) to secure
the payment and performance of the Obligations under the Guaranty in accordance
with the terms of the IP Agreement. In addition, Guarantor
acknowledges, confirms and agrees that the Guaranty, Security Agreement, and IP
Agreement shall remain in full force and effect and shall in no way be limited
by the execution of this Loan Modification Agreement, or any other documents,
instruments and/or agreements executed and/or delivered in connection
herewith.
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By:
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/s/Xxxxxx Xxxxxxxx
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Name:
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Xxxxxx Xxxxxxxx
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Title:
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Chairman and
CEO
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Schedule
1
EXHIBIT
B
SPECIALTY
FINANCE DIVISION
Compliance
Certificate
I, an authorized officer of
GlobalOptions, Inc. and The Bode Technology Group, Inc. (individually and
collectively, jointly and severally, “Borrower”) certify under the Fourth
Amended and Restated Loan and Security Agreement, as amended from time to time
(as amended, the “Agreement”) between Borrower and Silicon Valley Bank (“Bank”)
as follows (all capitalized terms used herein shall have the meaning set forth
in the Agreement):
Borrower
represents and warrants for each Financed Receivable:
Each
Financed Receivable is an Eligible Account;
Borrower
is the owner with legal right to sell, transfer, assign and encumber such
Financed Receivable;
The
correct amount is on the Advance Request and Invoice Transmittal and is not
disputed;
Payment
is not contingent on any obligation or contract and Borrower has fulfilled all
its obligations as of the Advance Request and Invoice Transmittal
date;
Each
Financed Receivable is based on an actual sale and delivery of goods and/or
services rendered, is due to Borrower, is not past due or in default, has not
been previously sold, assigned, transferred, or pledged and is free of any
liens, security interests and encumbrances other than Permitted
Liens;
There are
no defenses, offsets, counterclaims or agreements for which the Account Debtor
may claim any deduction or discount;
It
reasonably believes no Account Debtor is insolvent or subject to any Insolvency
Proceedings;
It has
not filed or had filed against it Insolvency Proceedings and does not anticipate
any filing;
Bank has
the right to endorse and/or require Borrower to endorse all payments received on
Financed Receivables and all proceeds of Collateral; and
No
representation, warranty or other statement of Borrower in any certificate or
written statement given to Bank contains any untrue statement of a material fact
or omits to state a material fact necessary to make the statement contained in
the certificates or statement not misleading.
Additionally,
Borrower represents and warrants as follows:
Borrower
and each Subsidiary is duly existing and in good standing in its state of
formation and qualified and licensed to do business in, and in good standing in,
any state in which the conduct of its business or its ownership of property
requires that it be qualified except where the failure to do so could not
reasonably be expected to cause a Material Adverse Change. The
execution, delivery and performance of the Loan Documents have been duly
authorized, and do not conflict with Borrower’s organizational documents, nor
constitute an event of default under any material agreement by which Borrower is
bound. Borrower is not in default under any agreement to which or by
which it is bound in which the default could reasonably be expected to cause a
Material Adverse Change.
Borrower
has good title to the Collateral, free of Liens except Permitted
Liens. All inventory is in all material respects of good and
marketable quality, free from material defects.
Borrower
is not an “investment company” or a company “controlled” by an “investment
company” under the Investment Company Act. Borrower is not
engaged as one of its important activities in extending credit for margin stock
(under Regulations X, T and U of the Federal Reserve Board of
Governors). Borrower has complied in all material respects with the
Federal Fair Labor Standards Act. Borrower has not violated any laws,
ordinances or rules, the violation of which could reasonably be expected to
cause a Material Adverse Change. None of Borrower’s or any
Subsidiary’s properties or assets have been used by Borrower or any Subsidiary
or, t o the best of Borrower’s knowledge, by previous Persons, in disposing,
producing, storing, treating, or transporting any hazardous substance other than
legally. Borrower and each Subsidiary has timely filed all required
tax returns and paid, or made adequate provision to pay, all material taxes,
except those being contested in good faith with adequate reserves under
GAAP. Borrower and each Subsidiary has obtained all consents,
approvals and authorizations of, made all declarations or filings with, and
given all notices to, all government authorities that are necessary to continue
its business as currently conducted except where the failure to obtain or make
such consents, declarations, notices or filings would not reasonably be expected
to cause a Material Adverse Change.
Borrower
is in compliance with the financial covenant set forth in Section 6.7 of the
Agreement.
All other
representations and warranties in the Agreement are true and correct in all
material respects on this date, and Borrower represents that there is no
existing Event of Default.
Pricing
Reduction
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Required
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Actual
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Pricing Change
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Liquidity
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>$6,250,000
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$_______
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Yes No
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Financial
Covenant
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Required
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Actual
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Compliance
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EBDA
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$_________*
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$_________
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Yes
No
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*As set
forth in Section 6.7(a) of the Agreement.
Sincerely,
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Signature
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Title
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Date
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