[EXECUTION COPY]
EXHIBIT 10.19
AMENDMENT NO. 1
TO
SECURITY AGREEMENT
This AMENDMENT NO. 1 TO SECURITY AGREEMENT, dated as of April 1, 2003
(this "AMENDMENT"), is made by and between FIND/SVP, INC., a New York
corporation (the "PLEDGOR"), and JPMORGAN CHASE BANK (as successor to The Chase
Manhattan Bank) (the "SECURED PARTY").
PRELIMINARY STATEMENTS:
(1) The Pledgor has previously entered into the Security Agreement, dated
as of December 30, 1999 (the "SECURITY AGREEMENT"), in favor of the Secured
Party.
(2) On the date hereof, the Pledgor has issued (i) the Amended and
Restated Term Promissory Note, dated April 1, 2003, in the principal amount of
$1,500,000.00, and (ii) the Amended and Restated Senior Grid Promissory Note,
dated April 1, 2003, in the principal amount of $1,000,000.00, in each case
payable to the order of the Secured Party (the foregoing two promissory notes,
as the same may be amended, restated, supplemented or otherwise modified from
time to time, being hereinafter referred to, collectively, as the "NOTES").
(3) In connection with the issuance of the Notes, the Pledgor and the
Secured Party desire to amend the Security Agreement in certain particulars.
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. DEFINITIONS. Capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Security Agreement.
SECTION 2. AMENDMENTS TO THE SECURITY AGREEMENT. The Security Agreement
is, effective as of the date hereof and subject to the satisfaction of the
condition precedent set forth in Section 3 hereof, hereby amended as follows:
(a) The first paragraph of the recitals contained in the Security
Agreement is hereby amended in its entirety to read as follows:
"WHEREAS the Pledgor is the maker of (i) the Amended and Restated
Term Promissory Note, dated April 1, 2003 (as amended, restated,
supplemented or otherwise modified from time to time, the "TERM NOTE"), in
the principal amount of $1,500,000.00 and (ii) the Amended and Restated
Senior Grid Promissory Note, dated April 1, 2003 (as amended, restated,
supplemented or otherwise modified from time to time, the "SENIOR GRID
NOTE"; together with the Term Note, the "NOTES") in the principal amount
of $1,000,000.00, each of which is payable to the order of the Secured
Party; and"
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(b) Each reference in the Security Agreement to "the Note" shall be
deleted in its entirety and the new phrase "the Notes" shall be substituted
therefor.
(c) Section 1 is hereby amended by deleting clauses (e), (f), (g), (h) and
(i) in their entirety and substituting therefor the following new clauses:
"(e) its intellectual property, goodwill, trademarks, trade names,
servicemarks, copyrights, patents, permits and licenses; (f) its
chattel paper, commercial tort claims, deposit accounts, documents,
instruments and letter-of-credit rights, as each such term is
defined in the Uniform Commercial Code; (g) all contracts, contract
rights, bills, notes, drafts, acceptances, choses in action and all
other personal property that constitutes general intangibles as such
term is defined in the Uniform Commercial Code; (h) all securities,
security entitlements and other investment property, as each such
term is defined in the Uniform Commercial Code; (i) all books and
records (including but not limited to computer programs and tapes
and related software) relating to any of the foregoing; and (j) all
cash and non-cash proceeds and products of any of the foregoing (all
of the foregoing is collectively called the "COLLATERAL")."
(d) Section 2 is hereby amended by deleting the phrase "principal,
interest, fees or other amounts" in its entirety and substituting therefor the
new phrase "principal, interest, fees or other amounts (including, without
limitation, all obligations of the Pledgor under the Notes)".
(e) Section 3 is hereby amended by deleting the phrase "indefeasible paid
in full" in its entirety and substituting therefor the new phrase "indefeasibly
paid in full in cash".
(f) The last sentence of Section 4(d) is hereby amended by deleting the
phrase "in any way pledged, mortgaged or otherwise encumbered except to the
Secured Party" in its entirety and substituting therefor the new phrase "in any
way pledged, mortgaged or otherwise encumbered except to the Secured Party and
except for any other pledges, mortgages or other encumbrances expressly
permitted under the Notes".
(g) The last sentence of Section 4(e) is hereby amended by deleting the
phrase "or in any way encumbered except to the Secured Party" in its entirety
and substituting therefor the new phrase "or in any way encumbered except to the
Secured Party and except for any other pledges, mortgages or other encumbrances
expressly permitted under the Notes".
(h) Section 4 is hereby amended by adding the following new subsection at
the end thereof:
"(u) If the Pledgor shall at any time acquire a commercial tort
claim, the Pledgor will immediately notify the Secured Party in a
writing signed by the Pledgor of the brief details thereof and grant
the Secured Party in such writing a security interest therein and in
the proceeds thereof, all upon the terms of this Agreement, with
such writing to be in form and substance reasonably satisfactory to
the Secured Party."
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(i) Section 6 is hereby amended by deleting the phrase "then the Pledgor
will be in default under this Agreement" in its entirety and substituting
therefor the new phrase "or if any "Event of Default" (as such term is defined
in any Note) has occurred and is continuing under any of the Notes, then the
Pledgor will be in default under this Agreement".
(j) Section 19 is hereby amended by deleting the phrase "located in the
County of New York, State of New York" in its entirety and substituting therefor
the new phrase "located in the County of New York, State of New York, and any
appellate courts therefrom".
(k) Section 20 is hereby amended by inserting the new phrase "in cash"
immediately following the phrase "Upon the indefeasible satisfaction in full".
SECTION 3. CONDITIONS OF EFFECTIVENESS. This Amendment shall become
effective as of the date first above written when, and only when, the Secured
Party shall have received counterparts of this Amendment duly executed by the
Pledgor and the Secured Party.
SECTION 4. REPRESENTATIONS AND WARRANTIES. The Pledgor represents and
warrants as follows:
(a) The execution and delivery of this Amendment, and the performance by
the Pledgor of this Amendment and the Security Agreement, as amended by this
Amendment, (i) are within the Pledgor's corporate powers, (ii) have been duly
authorized by all necessary corporate action, and (iii) do not and will not (A)
require any consent or approval of the stockholders of the Pledgor, (B) violate
any provision of the charter or by-laws of the Pledgor or of law, (C) violate
any legal restriction binding on or affecting the Pledgor, (D) result in a
breach of, or constitute a default under, any indenture or loan or credit
agreement or any other agreement, lease or instrument to which the Pledgor is a
party or by which it or its properties may be bound or affected, or (E) result
in or require the creation of any lien (other than pursuant to the Security
Agreement, as amended by this Amendment) upon or with respect to any of its
properties. This Amendment has been duly executed and delivered by the Pledgor.
(b) No filing or registration with, or permit, license, consent,
authorization or approval of, or notice to or exemption by, any governmental or
regulatory authority is required for the due execution and delivery by the
Pledgor of this Amendment or for the performance by the Pledgor of this
Amendment and the Security Agreement, as amended by this Amendment, except for
filings of Uniform Commercial Code financing statements in the office of the
Secretary of State of the State of New York.
(c) This Amendment and the Security Agreement, as amended by this
Amendment, constitute the legal, valid and binding obligations of the Pledgor,
enforceable against the Pledgor in accordance with their respective terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting the enforcement of creditors'
rights generally and by general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
(d) Each of the representations and warranties of the Pledgor contained in
Section 4 of the Security Agreement, as amended by this Amendment, is true and
correct on and as of the date hereof, as though made on and as of such date.
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SECTION 5. REFERENCE TO AND EFFECT ON THE SECURITY AGREEMENT. (a) Upon the
effectiveness of this Amendment: (i) each reference in the Security Agreement to
"this Agreement", "hereunder", "hereof" or words of like import referring to the
Security Agreement shall mean and be a reference to the Security Agreement as
amended by this Amendment; and (ii) each reference in any other Facility
Documents (as defined in the Notes) to "the Security Agreement", "thereunder",
"thereof" or words of like import referring to the Security Agreement shall mean
and be a reference to the Security Agreement as amended by this Amendment.
(b) Except as specifically amended above, the Security Agreement is and
shall continue to be in full force and effect and is hereby in all respects
ratified and confirmed. Without limiting the generality of the foregoing, the
Security Agreement, as amended by this Amendment, and all of the Collateral
described therein, do and shall continue to secure the payment of any and all of
the Obligations.
(c) The execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of the Secured Party under the
Notes, the Security Agreement or any other Facility Document, nor constitute a
waiver of any provision of the Notes or any other Facility Document.
SECTION 6. COSTS AND EXPENSES. The Pledgor agrees to pay on demand all
reasonable costs and expenses of the Secured Party in connection with the
preparation, negotiation, execution and delivery of this Amendment and the other
instruments and documents to be delivered hereunder or in connection herewith,
including, without limitation, the reasonable fees and out-of-pocket expenses of
counsel to the Secured Party with respect thereto and with respect to advising
the Secured Party as to its rights and responsibilities hereunder and
thereunder, and all costs and expenses of the Secured Party (including, without
limitation, reasonable fees and expenses of counsel to the Secured Party) in
connection with the enforcement (whether through negotiations, legal proceedings
or otherwise) of this Amendment.
SECTION 7. EXECUTION IN COUNTERPARTS. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument. In furtherance of the foregoing, it is understood and agreed
that signatures hereto submitted by facsimile transmission shall be deemed to
be, and shall constitute, original signatures.
SECTION 8. GOVERNING LAW. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of the New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
FIND/SVP, INC.
By /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Chief Financial Officer
ACKNOWLEDGED AND AGREED:
JPMORGAN CHASE BANK (as successor to
The Chase Manhattan Bank)
By /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
Signature Page to Amendment No. 1 to Security Agreement
