Amended and Restated Reimbursement Agreement for Letters of Credit
Exhibit 10.3
| Amended and Restated Reimbursement Agreement for Letters of Credit |
 |
THIS AMENDED AND RESTATED REIMBURSEMENT AGREEMENT FOR LETTERS OF CREDIT (this
“Agreement”) is made as of this 31st day of July, 2007, by ENVIRONMENTAL TECTONICS
CORPORATION (the “Obligor”), with an address at 000 Xxxxx Xxx, Xxxxxxxxxxx, XX 00000 in favor of
PNC BANK, NATIONAL ASSOCIATION (the “Bank”), with an address at 000 Xxxxx Xxxxxx, Xxxxx Xxxxx,
Xxxxxxxxxx, XX 00000. This Agreement amends and restates that certain Reimbursement Agreement for
Letters of Credit between the Obligor and the Bank dated as of November 16, 2006 (as heretofore
amended, the “Existing Reimbursement Agreement”). From time to time by submitting an application
in a form approved by the Bank (an “Application”), the Obligor or any of its subsidiaries or
affiliates has requested or may hereafter request the Bank to issue one or more letters of credit
(each, a “Credit”) (including the Credits listed on Schedule I hereto (the “Existing Credits”)
heretofore issued under the Existing Reimbursement Agreement. The Bank may issue any such Credit,
but the Bank shall have no obligation to do so unless otherwise agreed in writing. The Obligor
agrees that the following terms and conditions shall apply to any Credit including the Existing
Credits:
1. Definitions and Interpretation. (a) In addition to terms defined elsewhere in
this Agreement: “Bank Affiliate” means any direct or indirect subsidiary of The PNC Financial
Services Group, Inc.; “Base Rate” means a fluctuating rate per annum equal to the greater of (i)
the interest rate per annum announced from time to time by the Bank as its then prime rate, which
rate may not be the lowest rate then being charged commercial borrowers by the Bank; or (ii) the
rate applicable to federal funds transactions, as reasonably determined by the Bank, plus .50%;
“Business Day” means any day other than a Saturday, Sunday or other day on which banks in
Pittsburgh, Pennsylvania, or any other city of which the Bank may give the Obligor notice from time
to time, are authorized or required by law to close; “Dollar Equivalent” means, with respect to an
amount in any currency other than U.S. dollars, as of any date, the amount of U.S. dollars into
which such amount in such currency may be converted at the spot rate at which U.S. dollars are
offered by the Bank in Pittsburgh for such currency at approximately 11:00 a.m., Prevailing Time,
on such date, plus all actual costs of settlement, including amounts incurred by the Bank to comply
with currency exchange requirements of any Governmental Authority; “Governmental Authority” means
any de facto or de jure domestic or foreign government, court, tribunal, agency, or other purported
authority; “ISP98” means the International Standby Practices 1998, and any subsequent official
revision thereof; “Prevailing Time” means the prevailing time in Pittsburgh, Pennsylvania (or any
other city of which the Bank may have given the Obligor notice) on the date in question; “Taxes”
means all taxes, fees, duties, levies, imposts, deductions, charges or withholdings of any kind
(other than taxes on the Bank’s net income); and “UCP” means the Uniform Customs and Practice for
Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, and any
subsequent official revision thereof.
(b) If this Agreement is signed by more than one Obligor, each shall be deemed to make to the
Bank all the representations, warranties and covenants contained herein, and each shall be jointly
and severally liable hereunder. Any reference herein to this Agreement, an Application, a Credit,
or any other instrument, agreement or document related hereto or thereto shall be deemed to refer
to all amendments, modifications, extensions and renewals hereof and thereof. Determinations made
by the Bank pursuant to the terms hereof shall be conclusive absent manifest error.
2. Payments. (a) The Obligor will pay to the Bank the amount to be paid by the Bank
with respect to each draft or other payment demand made under a Credit no later than 10 a.m.,
Prevailing Time, on the date such payment is to be made by the Bank, or such earlier time as the
Bank may reasonably require. If a Credit calls for the delivery by the Bank of an item other than
money, the Obligor shall deliver or cause to be delivered
such item to the Bank at such time, in advance of the time the Bank is to deliver such item,
as the Bank may reasonably require.
(b) The Obligor agrees to be primarily liable for payment to the Bank with respect to any
Credit issued by the Bank at the request of any subsidiary or affiliate of the Obligor. The
Obligor authorizes the Bank to accept Applications from the Obligor’s subsidiaries and affiliates.
(c) The Obligor will pay to the Bank upon receipt of the Bank’s invoice therefor (i) interest
on all amounts payable to the Bank hereunder from the date due to the date of payment, at the Base
Rate plus 3.75%; provided that in no event shall the Obligor pay interest in excess of the maximum
rate permitted by applicable law; (ii) the Bank’s fees as separately agreed to by the Obligor and
the Bank, as well as the customary commissions and other charges regularly charged by the Bank for
letters of credit; and (iii) all charges and expenses paid or incurred by the Bank or any of its
correspondents in connection with this Agreement or any Credit, including all reasonable legal fees
and expenses, whether of internal or external counsel to the Bank. All periodic interest, fees and
commissions shall be calculated on the basis of the actual days elapsed in a 360 day year, and
interest shall continue to accrue at the applicable rate set forth herein whether or not a default
exists or a judgment has been entered.
(d) All amounts payable hereunder by the Obligor shall be paid to the Bank at its address set
forth above or at such other place as the Bank may give notice from time to time, in immediately
available funds in the currency specified by the Bank, without set off, defense, recoupment,
deduction, cross-claim or counterclaim of any kind; and free and clear of, and without deduction
for, any present or future Taxes. If the Bank or the Obligor pays any Taxes, whether or not
correctly or legally assessed, the amounts payable hereunder shall be increased so that, after the
payment of such Taxes, the Bank shall have received an amount equal to the sum the Bank would have
received had no such Taxes been paid. If any amount payable hereunder is denominated in a currency
other than U.S. dollars, the Obligor shall make payment in such currency or, at the Bank’s option,
shall pay the Dollar Equivalent thereof. To effect any payment due hereunder, the Bank may debit
any account that the Obligor may have with the Bank or any Bank Affiliate.
3. Nature of Obligations. (a) The Obligor’s obligations to the Bank under this
Agreement are absolute, unconditional and irrevocable, and shall be paid and performed in
accordance with the terms hereof irrespective of any act, omission, event or condition, including,
without limitation (i) the form of, any lack of power or authority of any signer of, or the lack of
validity, sufficiency, accuracy, enforceability or genuineness of (or any defect in or forgery of
any signature or endorsement on) any draft, demand, document, certificate or instrument presented
in connection with any Credit, or any fraud or alleged fraud in connection with any Credit or any
obligation underlying any Credit, in each case, even if the Bank or any of its correspondents have
been notified thereof; (ii) any claim of breach of warranty that might be made by the Obligor or
the Bank against any beneficiary of a Credit, or the existence of any claim, set off, recoupment,
counterclaim, cross-claim, defense, or other right that the Obligor may at any time have against
any beneficiary, any successor beneficiary, any transferee or assignee of the proceeds of a Credit,
the Bank or any correspondent or agent of the Bank, or any other person, however arising; (iii) any
acts or omissions by, or the solvency of, any beneficiary of any Credit, or any other person having
a role in any transaction or obligation relating to a Credit; (iv) any failure by the Bank to issue
any Credit in the form requested by the Obligor, unless the Bank receives written notice from the
Obligor of such failure within three Business Days after the Bank shall have furnished the Obligor
(by facsimile transmission or otherwise) a copy of such Credit and such error is material; and (v)
any action or omission (including failure or compulsion to honor a presentation under any Credit)
by the Bank or any of its correspondents in connection with a Credit, draft or other demand for
payment, document, or any property relating to a Credit, and resulting from any censorship, law,
regulation, order, control, restriction, or the like, rightfully or wrongly exercised by any
Governmental Authority, or from any other cause beyond the reasonable control of the Bank or any of
its correspondents, or for any loss or damage to the Obligor or to anyone else, or to any property
of the Obligor or anyone else, resulting from any such action or omission.
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(b) The Bank is authorized to honor any presentation under a Credit without regard to, and
without any duty on the Bank’s part to inquire into, any transaction or obligation underlying such
Credit, or any disputes or controversies between the Obligor and any beneficiary of a Credit, or
any other person, notwithstanding that the Bank may have assisted the Obligor in the preparation of
the wording of any Credit or documents required to be presented thereunder or that the Bank may be
aware of any underlying transaction or obligation or be familiar with any of the parties thereto.
(c) The Obligor agrees that any action or omission by the Bank or any of its correspondents in
connection with any Credit or presentation thereunder shall be binding on the Obligor and shall not
result in any liability of the Bank or any of its correspondents to the Obligor in the absence of
the gross negligence or willful misconduct of the Bank. Without limiting the generality of the
foregoing, the Bank and each of its correspondents (i) may rely on any oral or other communication
believed in good faith by the Bank or such correspondent to have been authorized or given by or on
behalf of the Obligor; (ii) may honor any presentation if the documents presented appear on their
face substantially to comply with the terms and conditions of the relevant Credit; (iii) may honor
a previously dishonored presentation under a Credit, whether such dishonor was pursuant to a court
order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled
to reimbursement to the same extent as if such presentation had initially been honored, together
with any interest paid by the Bank; (iv) may honor any drawing that is payable upon presentation of
a statement advising negotiation or payment, upon receipt of such statement (even if such statement
indicates that a draft or other document is being separately delivered), and shall not be liable
for any failure of any such draft or other document to arrive, or to conform in any way with the
relevant Credit; and (v) may pay any paying or negotiating bank claiming that it rightfully honored
under the laws or practices of the place where such bank is located. In no event shall the Bank be
liable to the Obligor for any indirect, consequential, incidental, punitive, exemplary or special
damages or expenses (including without limitation attorneys’ fees), or for any damages resulting
from any change in the value of any property relating to a Credit.
(d) If the Obligor or any other person seeks to delay or enjoin the honor by the Bank of a
presentation under a Credit, the Bank shall have no obligation to delay or refuse to honor the
presentation until validly so ordered by a court of competent jurisdiction.
4. Set Off and Security. As collateral security for the due payment and performance
of the Obligor’s obligations to the Bank hereunder and otherwise, whether such obligations are
absolute or contingent and exist now or arise after the date hereof, the Obligor grants to the Bank
a contractual possessory security interest in, an unqualified right to possession and disposition
of, and a contractual right of set off against, in each case, to the fullest extent permitted by
law (a) all property relating to any Credit, and all drafts, payment demands, transport documents,
warehouse receipts, documents of title, policies or certificates of insurance and other documents
relating to any Credit; (b) property in the possession of, on deposit with, or in transit to, the
Bank or any Bank Affiliate, now or hereafter, regardless of how obtained or held (whether in a
general or special account or deposit, jointly or with someone else, in safekeeping, or otherwise);
and (c) the proceeds (including insurance proceeds) of each of the above (collectively, the
“Collateral”). The Bank’s rights with respect to the Collateral may be exercised without demand on
or notice to the Obligor. The Bank shall be deemed to have exercised its right of set off
immediately upon the occurrence of an Event of Default hereunder without any action of the Bank,
although the Bank may enter such setoff on its books and records at a later time. The Obligor
agrees from time to time to deliver to the Bank, on demand, such further agreements and
instruments, and such additional security, as the Bank may require to secure, or further secure,
the Obligor’s obligations hereunder.
5. Representations, Warranties, Covenants. The Obligor represents, warrants, and
covenants that (a) if not a natural person, the Obligor is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization and duly qualified to do
business in those jurisdictions in which its ownership of property or the nature of its business
activities makes such qualification necessary; (b) the Obligor has the requisite power and
authority to execute and deliver this Agreement and to perform its obligations hereunder; and all
such action has been duly authorized by all necessary proceedings on the Obligor’s part, and
neither now nor hereafter shall contravene or result in a breach of any organizational document of
the Obligor, any agreement,
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document, or instrument binding on the Obligor or its property, or any law, treaty,
regulation, or order of any Governmental Authority, or require any notice, filing, or other action
to or by any Governmental Authority; (c) all financial statements and other information received
from the Obligor by the Bank prior to the date hereof fairly and accurately present its financial
condition in accordance with generally accepted accounting principles, and no material adverse
change has occurred in the Obligor’s financial condition or business operations since the date
thereof; (d) there are no actions, suits, proceedings or governmental investigations pending or, to
the knowledge of the Obligor, threatened against the Obligor which could result in a material
adverse change in its financial condition or business operations; (e) the Obligor will promptly
submit to the Bank such information relating to the Obligor’s affairs (including but not limited to
annual financial statements) as the Bank may reasonably request; and (f) the Obligor and each
transaction and obligation underlying each Credit are and shall remain in compliance with all laws,
treaties, rules, and regulations of any Governmental Authority, including, without limitation,
foreign exchange control, United States foreign assets control, and currency reporting laws and
regulations, now or hereafter applicable.
6. Events of Default. The occurrence of any of the following is an “Event of Default”
hereunder: (a) the Obligor’s failure to pay when due any obligation to the Bank or any Bank
Affiliate under this Agreement or otherwise; (b) the Obligor’s failure to perform or observe any
other term or covenant of this Agreement; (c) any representation or warranty contained in this
Agreement or in any document given now or hereafter by the Obligor in connection herewith is
materially false, erroneous, or misleading; (d) the occurrence of any event of default or default
and the lapse of any notice or cure period under any other debt, liability or obligation of the
Obligor to the Bank or any Bank Affiliate; (e) the failure to pay or perform any material
obligation to any other person if such failure may cause any such obligation to be due or
performable immediately; (f) any levy, garnishment, attachment, or similar proceeding is instituted
against the Obligor’s property in possession of, on deposit with, or in transit to, the Bank; (g)
the Obligor’s dissolution or termination, or the institution by or against the Obligor or any of
its property of any proceeding relating to bankruptcy, receivership, insolvency, reorganization,
liquidation, conservatorship, foreclosure, execution, attachment, garnishment, levy, assignment for
the benefit of creditors, relief of debtors, or similar proceeding (and, in the case of any such
proceeding instituted against the Obligor, such proceeding is not dismissed or stayed within 30
days of the commencement thereof); (h) the entry of a material final judgment against the Obligor
and the failure of the Obligor to discharge the judgment within 10 days of the final entry thereof;
(i) any material adverse change in the Obligor’s business, assets, operations, financial condition
or results of operations; (j) the death, incarceration, indictment, or legal incompetency of an
individual Obligor or, if the Obligor is a partnership or limited liability company, the death,
incarceration, indictment, or legal incompetency of any individual general partner or member; (k)
the occurrence of any of the above events with respect to any person which has now or hereafter
guarantied or provided any collateral for any of the Obligor’s obligations hereunder; or (l) any
guarantee, or any document, instrument or agreement purporting to provide the Bank security for the
Obligor’s obligations hereunder shall be challenged, repudiated, or unenforceable for any reason.
7. Remedies. Upon the occurrence of any Event of Default (a) the amount of each
Credit, together with any additional amounts payable hereunder, shall, at the Bank’s option, become
due and payable immediately without demand upon or notice to the Obligor; (b) the Bank may exercise
from time to time any of the rights and remedies available to the Bank under this Agreement, under
any other documents now or in the future evidencing or securing obligations of the Obligor to the
Bank, or under applicable law, and all such remedies shall be cumulative and not exclusive; and (c)
upon request of the Bank, the Obligor shall promptly deliver to the Bank in immediately available
funds, as collateral for any and all obligations of the Obligor to the Bank, an amount equal to
105% of the maximum aggregate amount then or at any time thereafter available to be drawn under all
outstanding Credits, and the Obligor hereby pledges to the Bank and grants to the Bank a security
interest in all such funds as security for such obligations, acknowledges that the Bank shall at
all times have control of such funds and shall be authorized to give entitlement orders (as defined
in the UCC) with respect to such funds, without further consent of the Obligor or any other person,
and agrees promptly to do all further things that the Bank may deem necessary in order to grant and
perfect the Bank’s security interest in such funds. The Obligor waives presentment, protest,
dishonor, notice of dishonor, demand, notice of protest, notice of non-payment, and notice of
acceptance of this Agreement, and any other notice or demand of any kind from the Bank.
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8. Subrogation. The Bank, at its option, shall be subrogated to the Obligor’s rights
against any person who may be liable to the Obligor on any transaction or obligation underlying any
Credit, to the rights of any holder in due course or person with similar status against the
Obligor, and to the rights of any beneficiary or any successor or assignee of any beneficiary.
9. Indemnification. The Obligor agrees to indemnify the Bank and each Bank Affiliate
and each of their respective officers, directors, shareholders, employees and agents (each, an
“Indemnified Party”) and to hold each Indemnified Party harmless from and against any and all
claims, liabilities, losses, damages, Taxes, penalties, interest, judgments, costs and expenses
(including reasonable legal fees and costs, whether of internal or external counsel to the Bank and
all expenses of litigation or preparation therefor), which may be incurred by or awarded against
any Indemnified Party, and which arise out of or in connection with (a) any Credit, this Agreement,
or any suit, action, claim, proceeding or governmental investigation, pending or threatened,
whether based on statute, regulation or order, or tort, or contract or otherwise, before any court
or governmental authority, which arise our of or relates to this Agreement or any Credit (and
irrespective of who may be the prevailing party); (b) any payment or action taken in connection
with any Credit, including, without limitation, any action or proceeding seeking to restrain any
drawing under a Credit or to compel or restrain any payment or any other action under a Credit or
this Agreement (and irrespective of who may be the prevailing party); (c) the enforcement of this
Agreement or the collection or sale of any property or collateral; and (d) any act or omission of
any Governmental Authority or other cause beyond the Bank’s reasonable control; except, in each
case, to the extent such claim, liability, loss, damage, Tax, penalty, interest, judgment, cost or
expense is found by a final judgment of a court of competent jurisdiction to have resulted from the
Bank’s gross negligence or willful misconduct.
10. Miscellaneous. All notices, demands, requests, consents, approvals and other
communications required or permitted hereunder (“Notices”) must be in writing and will be effective
upon receipt. Notices may be given in any manner to which the parties may separately agree,
including electronic mail. Without limiting the foregoing: (i) first class mail, facsimile
transmission and commercial courier service are hereby agreed to as acceptable methods for giving
Notices and (ii) Applications may be submitted electronically via, and in accordance with the terms
and conditions of, the PINACLE Network System (or such other network system offered by the Bank),
if Obligor is an authorized user of such system or by such other electronic means acceptable to the
Bank. Regardless of the manner in which provided, Notices may be sent to a party’s address as set
forth above or to such other address as any party may give to the other for such purpose in
accordance with this section. The Bank may rely, and shall be protected in acting or refraining
from acting, upon any Notice or Application believed by the Bank to be genuine and to have been
given by the proper party or parties. No delay or omission on the Bank’s part to exercise any right
or power arising hereunder will impair any such right or power or be considered to be a waiver of
any such right or power, nor will the Bank’s action or inaction impair any such right or power. No
modification, amendment or waiver of, or consent to any departure by the Obligor from, any
provision of this Agreement, will be effective unless made in a writing signed by the Bank, and
then such waiver or consent shall be effective only in the specific instance and for the purpose
for which given. If any provision of this Agreement is found to be invalid by a court, all the
other provisions of the Agreement will remain in full force and effect. If this Agreement is
executed by more than one Obligor, each Obligor waives any and all defenses to payment and
performance hereunder based upon principles of suretyship, impairment of collateral, or otherwise
and, without limiting the generality of the foregoing, each Obligor consents to: any change in the
time, manner, or place of payment of or in any other term of all or any of the obligations of any
other Obligor hereunder or otherwise, and any exchange or release of any property or collateral, or
the release or other amendment, extension, renewal, waiver of, or consent to departure from, the
terms hereof or of any guaranty or security agreement or any other agreement related hereto. This
Agreement will be binding upon and inure to the benefit of the Obligor and the Bank and their
respective heirs, executors, administrators, successors and assigns; provided, however, that the
Obligor may not assign this Agreement in whole or in part without the Bank’s prior written consent
and the Bank may at any time assign this Agreement in whole or in part. The Obligor hereby
authorizes the Bank, from time to time without notice to the Obligor, to record telephonic and
other electronic communications of the Obligor and provide any information pertaining to the
financial condition, business operations or creditworthiness of the Obligor to or at the direction
of any Governmental Authority, to any of the Bank’s correspondents, and any Bank Affiliate, and to
any of its or their directors, officers, employees, auditors
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and professional advisors, to any person which in the ordinary course of its business makes
credit reference inquiries, to any person which may succeed to or participate in all or part of the
Bank’s interest hereunder, and as may be necessary or advisable for the preservation of the Bank’s
rights hereunder. This is a continuing Agreement and shall remain in full force and effect until
no obligations of the Obligor and no Credit exist hereunder; provided, however, that termination of
this Agreement shall not release the Obligor from any payment or performance that is subsequently
rescinded or recouped, and the obligation to make any such payment or performance shall continue
until paid or performed as if no such payment or performance ever occurred. Provisions concerning
payment, indemnification, increased costs, Taxes, immunity, and jurisdiction shall survive the
termination of this Agreement.
11. Waiver of Immunity. The Obligor acknowledges that this Agreement is entered into,
and each Credit will be issued, for commercial purposes and, if the Obligor now or hereafter
acquires any immunity (sovereign or otherwise) from the jurisdiction of any court or from any legal
process with respect to itself or any of its property, the Obligor hereby irrevocably waives such
immunity.
12. Jurisdiction. The Obligor hereby irrevocably consents to the exclusive
jurisdiction of any state or federal court for the county or judicial district in the State of
Pennsylvania where the Bank’s office set forth above is located; provided that nothing contained in
this Agreement will prevent the Bank from bringing any action, enforcing any award or judgment, or
exercising any right against the Obligor individually, against any security, or against any
property of the Obligor within any other county, state or other foreign or domestic jurisdiction.
The Obligor agrees that the venue provided above is the most convenient forum for the Bank and the
Obligor. The Obligor waives any objection to venue and any objection based on a more convenient
forum in any action under this Agreement.
13. WAIVER OF JURY TRIAL. THE OBLIGOR IRREVOCABLY WAIVES ALL RIGHTS THE OBLIGOR MAY
HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS
AGREEMENT, ANY CREDIT, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS AGREEMENT OR ANY CREDIT, OR
ANY OBLIGATION OR TRANSACTION UNDERLYING ANY OF THE FOREGOING. THE OBLIGOR ACKNOWLEDGES THAT THIS
WAIVER IS KNOWING AND VOLUNTARY.
14. Governing Law. This Agreement and each Credit shall be interpreted, construed,
and enforced according to (a) the laws of the Commonwealth of Pennsylvania, including, without
limitation, the Uniform Commercial Code (“UCC;” with the definitions of Article 5 of the UCC
controlling over any conflicting definitions in other UCC Articles); and (b) the UCP or the ISP, as
set forth in each Credit, which are, as applicable, incorporated herein by reference and which
shall control (to the extent not prohibited by the law referred to in (a)) in the event of any
inconsistent provisions of such law. In the event that a body of law other than that set forth
above is applicable to a Credit, the Obligor shall be obligated to pay and reimburse the Bank for
any payment made under such Credit if such payment is, in the Bank’s judgment, justified under
either the law governing this Agreement or the law governing such Credit.
| ENVIRONMENTAL TECTONICS CORPORATION | ||||||
| By: | /s/ | |||||
| Print Name: | ||||||
| Title: | ||||||
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SCHEDULE I
Existing Letters of Credit
| Number | Amount | Expiration Date | ||||
258078
|
500,000.00 | 11-30-07 | ||||
260691
|
21,341.75 | 6-30-07 | ||||
18101978
|
195,000.00 | 3-26-08 | ||||
18101979
|
585,000.00 | 3-26-08 | ||||
18103494
|
15,131.00 | 6-30-08 | ||||
258206
|
325,439.22 | 3-28-08 | ||||
259738
|
43,190.00 | 6-30-08 | ||||
262405
|
37,991.70 | 11-9-07 | ||||
263283
|
161,000.00 | 1-31-08 | ||||
18102384
|
710,526.32 | 12-31-07 | ||||
18104125
|
16,044.60 | 12-30-07 | ||||
18104493
|
614,579.00 | 6-30-08 | ||||
18104578
|
21,176.10 | 3-30-08 | ||||
18104640
|
1,256,743.00 | 6-30-08 | ||||
18105243
|
250,200.00 | 2-29-08 | ||||
