Unitek Holdings, Inc. First Amendment To Loan Authorization Agreement
Unitek
Holdings, Inc.
First
Amendment To
BMO
Capital Markets Financing, Inc.
Chicago,
Illinois
Ladies
and Gentlemen:
Reference
is hereby made to that certain Loan Authorization Agreement dated as of
September 25, 2007 (the Loan Authorization Agreement as the same may
be amended, restated, amended and restated or otherwise modified from time to
time, being referred to herein as the “Loan Agreement”), between
the undersigned, Unitek Holdings, Inc., a Delaware corporation (the “Company”), and BMO Capital
Markets Financing, Inc. (the “Lender”). All
capitalized terms used herein without definition shall have the same meanings
herein as such terms have in the Loan Agreement.
The
Company has requested that the Lender increase the amount of Maximum Credit and
make certain other amendments to the Loan Agreement, and the Lender is willing
to do so under the terms and conditions set forth in this agreement (herein, the
“Amendment”).
|
Section
1.
|
Amendments.
|
Subject to the satisfaction of all of
the conditions precedent set forth in Section 3 below, the Loan Agreement
shall be and hereby is amended as follows:
1.1.
The amount “$18,000,000” shall be deleted
in each place it appears in the Loan Agreement and shall be replaced with the
amount “$28,000,000”.
1.2.
Exhibit A of the Loan Agreement shall be amended and restated in its entirety in
the form of Exhibit A attached hereto.
|
Section
2.
|
New
Note.
|
In
replacement for that certain Demand Note payable to the order of BMO Capital
Markets Financing, Inc. dated as of September 25, 2007 in the
principal amount of $18,000,000.00 (the “Previous Note”), the Company
shall execute and deliver to the Lender a new demand note in the amount of
$28,000,000.00, dated as of the date of its issuance and otherwise in the form
of Exhibit A attached hereto (the “New Note”) which shall be
substituted for the Lender’s Previous Note and shall evidence the loans
outstanding to the Lender. All references in the Loan Agreement and
in any other Loan Document to the Previous Note shall be deemed references to
the New Note. The Lender shall return the Previous Note to the
Company.
First
Amendment to Loan Authorization Agmt
|
Section
3.
|
Conditions
Precedent.
|
3.1.
The Company and the Lender shall have executed and delivered this Amendment and
the Lender shall have received the executed New Note.
3.2.
The Lender shall have received copies (executed or certified, as may be
appropriate) of all legal documents or proceedings taken in connection with the
execution and delivery of this Amendment to the extent the Lender or its counsel
may reasonably request.
3.3.
Legal matters incident to the execution and delivery of this Amendment shall be
satisfactory to the Lender and its counsel.
3.4.
The Company shall have paid to the Lender an amendment fee in the amount of
$25,000.
3.5.
Sector Performance Fund, LP and SPF SBS LP shall each have executed and
delivered to the Lender its Acknowledgement and Consent to this Amendment in the
form set forth below and its First Amendment to Guaranty.
|
Section
4.
|
Representations.
|
In order
to induce the Lender to execute and deliver this Amendment, the Company hereby
represents to the Lender that as of the date hereof the representations and
warranties set forth in the Loan Agreement are and shall be and remain true and
correct, except to the extent such representations and warranties expressly
relate to an earlier date, in which case they shall be true and correct as of
such earlier date, and the Company is in compliance with the terms and
conditions of the Loan Agreement.
|
Section
5.
|
Miscellaneous.
|
5.1.
Except as specifically amended herein, the Loan Agreement shall continue in full
force and effect in accordance with its original terms. Reference to
this specific Amendment need not be made in the Loan Agreement, the Note, or any
other instrument or document executed in connection therewith, or in any
certificate, letter or communication issued or made pursuant to or with respect
to the Loan Agreement, any reference in any of such items to the Loan Agreement
being sufficient to refer to the Loan Agreement as amended hereby.
5.2.
This Amendment may be executed in any number of counterparts, and by the
different parties on different counterpart signature pages, all of which taken
together shall constitute one and the same agreement. Any of the
parties hereto may execute this Amendment by signing any such counterpart and
each of such counterparts shall for all purposes be deemed to be an
original. This Amendment shall be governed by the internal laws of
the State of New York, without regard to the conflict of laws principles
thereof.
[Signature
Page to Follow]
-2-
This
First Amendment to Loan Authorization Agreement is entered into as of this ___
day of March, 2008.
|
Unitek
Holdings, Inc.
|
||
|
By:
|
/s/ Xxxxx X. Xxxxxxx
|
|
|
Printed
Name: Xxxxx X. Xxxxxxx
|
||
|
Its:
Vice President, Chief Financial Officer and
Secretary
|
||
Accepted
and agreed to this 24th day of March, 2008.
|
BMO
Capital Markets Financing, Inc.
|
||||
|
By:
|
||||
|
Printed
Name:
|
||||
|
Its:
|
||||
-3-
Guarantors’
Acknowledgement and Consent
The
undersigned, Sector Performance Fund, LP and SPF SBS LP heretofore each executed
and delivered to the Lender a Guaranty dated September 25, 2007 (as
may be amended, restated, amended and restated or otherwise modified from time
to time, each individually, a “Guaranty” and collectively,
the “Guaranties”). The
undersigned hereby consent to the Amendment to the Loan Agreement as set forth
above and confirms that the respective Guaranties and all of the undersigned’s
obligations thereunder remain in full force and effect. The
undersigned further agree that the consent of the undersigned to any further
amendments to the Loan Agreement shall not be required as a result of this
consent having been obtained, except to the extent, if any, required by the
Guaranties.
|
Sector
Performance Fund, LP
|
||
|
By:
|
Sector
Performance GP, LP, its
|
|
|
general
partner
|
||
|
By:
|
Sector
Performance LLC, its
|
|
|
general
partner
|
||
|
By:
|
/s/Xxxxx
X. Xxxxxxx
|
|
|
Printed
Name: Xxxxx X. Xxxxxxx
|
||
|
Its: Vice
President, Chief Financial
Officer
and Secretary
|
||
|
SPF
SBS LP
|
||
|
By:
|
Sector
Performance LLC, its
|
|
|
general
partner
|
||
|
By:
|
/s/
Xxxxx X. Xxxxxxx
|
|
|
Printed
Name: Xxxxx X. Xxxxxxx
|
||
|
Its: Vice
President, Chief Financial
Officer
and
Secretary
|
||
Exhibit
A
Replacement
Demand Note
|
$28,000,000.00
|
March
___, 2008
|
On
Demand, for value received, the undersigned, Unitek Holdings, Inc., a Delaware
corporation, promises to pay to the order of BMO Capital Markets Financing, Inc.
(the “Lender”) at its
offices at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, the principal sum of
Twenty-Eight Million and 00/100 Dollars ($28,000,000.00) or, if less, the
principal amount of Loans outstanding under the Loan Authorization Agreement
referred to below together with interest payable at the times and at the rates
and in the manner set forth in the Loan Authorization Agreement referred to
below.
This Note
evidences borrowings by and other extensions of credit for the account of the
undersigned under that certain Loan Authorization Agreement dated as of
September 25, 2007, between the undersigned and the Lender, as
amended, restated, amended and restated or otherwise modified from time to time;
and this Note and the holder hereof are entitled to all the benefits provided
for under the Loan Authorization Agreement, to which reference is hereby made
for a statement thereof. The undersigned hereby waives presentment
and notice of dishonor. The undersigned agrees to pay to the holder
hereof all court costs and other reasonable expenses, legal or otherwise,
incurred or paid by such holder in connection with the collection of this
Note. It is agreed that this Note and the rights and remedies of the
holder hereof shall be construed in accordance with and governed by the laws of
the State of New York, without giving effect to the conflict of laws principle
thereof.
This Note
is issued in substitution and replacement for, and evidences all of the
indebtedness previously evidenced by, that certain Demand Note of Unitek
Holdings, Inc. dated as of September 25, 2007, payable to the Lender
in the face principal amount of $18,000,000.
|
Unitek
Holdings, Inc.
|
||
|
By:
|
||
|
Printed
Name: Xxxxx X. Xxxxxxx
|
||
|
Its:
Vice President, Chief Financial Officer and
Secretary
|
||
