FOURTH LOAN MODIFICATION AGREEMENT
This Fourth Loan Modification Agreement (this "Loan Modification
Agreement") is entered into as of September 24, 2004, by and between SILICON
VALLEY BANK, a California-chartered bank, 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, doing business under the name "Silicon Valley East"
("Bank") and GLOBECOMM SYSTEMS INC., a Delaware corporation, with offices at 00
Xxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 and NETSAT EXPRESS, INC., a Delaware
corporation with offices at 00 Xxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 (jointly
and severally, "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
September 15, 2003, evidenced by, among other documents, a certain
Export-Import Bank Loan and Security Agreement dated as of September 15,
2003 between Borrower and Bank (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 the
Collateral as described in the Loan 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.
Modification to Loan Agreement.
a. The "Maturity Date" set forth in Loan Agreement is hereby amended by
deleting the following text appearing in Section 4 of the Schedule to
the Loan Agreement:
"September 14, 2004"
and in inserting the following in lieu thereof:
"October 31, 2004"
4. FEES. Borrower shall reimburse the Bank for all legal fees and expenses
incurred in connection with this amendment to the Existing Loan Documents.
5. RATIFICATION OF NEGATIVE PLEDGE AGREEMENT. Borrower hereby ratifies,
confirms, and reaffirms, all and singular, the terms and conditions of a
certain Negative Pledge Agreement delivered to the Bank dated September 15,
2003.
6. RATIFICATION OF PERFECTION CERTIFICATE. Borrower hereby ratifies, confirms,
and reaffirms, all and singular, the terms and disclosures contained in a
certain Perfection Certificate delivered to the Bank on or about September
15, 2003, and acknowledges, confirms and agrees the disclosures and
information provided therein has 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 the
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 the Bank, whether known or unknown, at law or in equity, all of
them are hereby expressly WAIVED and Borrower hereby RELEASES the 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.
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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.
BORROWER:
GLOBECOMM SYSTEMS INC.
By: /s/ Xxxxxx X. Xxxxx
---------------------------
Name: Xxxxxx X. Xxxxx
Title: VP and CFO
NETSAT EXPRESS, INC.
By: /s/ Xxxxxx X. Xxxxx
---------------------------
Name: Xxxxxx X. Xxxxx
Title: VP and CFO
BANK:
SILICON VALLEY BANK, d/b/a
SILICON VALLEY EAST
By: /s/ Xxxxx X. Xxxxxx
---------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
