REAFFIRMATION AND RATIFICATION AGREEMENT
May 2, 2006
Laurus Master Fund, Ltd.
c/o Laurus Capital Management, LLC
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to the (a) Amended and Restated Security Agreement,
dated as of May 2, 2006 between Pacific CMA, Inc., a Delaware corporation (the
"Company"), Pacific CMA International, LLC, a Colorado limited liability company
("International"), Airgate International Corporation, a New York corporation
("Airgate"), Airgate International Corporation (Chicago), an Illinois
corporation ("Airgate Chicago"), and Paradigm International, Inc., a Florida
corporation ("Paradigm", and together with International, Airgate and Airgate
Chicago, the "Subsidiaries") in favor of Laurus Master Fund, Ltd., a Cayman
Islands company ("Laurus") (as amended, modified or supplemented from time to
time, the "Security Agreement"),] (b) Stock Pledge Agreement dated as of July
29, 2005 made by the Company in favor of Laurus (as amended, modified or
supplemented from time to time, the "Stock Pledge Agreement") (the Security
Agreement and the Stock Pledge Agreement, collectively, the "Existing Security
and Guaranty Agreements").
To induce Laurus to provide additional financial accommodations to the
Company evidenced by (i) that certain Secured Convertible Note, dated the date
hereof, made by the Company in favor of Laurus (as amended, modified or
supplemented from time to time, the "New Laurus Convertible Note"), (ii) the
Revolving Note referred to in the Security Agreement (as amended, modified or
supplemented from time to time, the "New Laurus Revolving Note"), (iii) the
Ancillary Agreements referred to in, and defined in, the Security Agreement (the
agreements set forth in the preceding clauses (i) through (iii), inclusive,
collectively, the "New Laurus Agreements, the Company and each Subsidiary
hereby:
(a) represents and warrants to Laurus that it has reviewed and
approved the terms and provisions of each of the New Laurus Agreements and the
documents, instruments and agreements entered into in connection therewith;
(b) acknowledges, ratifies and confirms that all indebtedness
incurred by, and all other obligations and liabilities of, each of the Company
and each Subsidiary under each of the New Laurus Agreements are (i)
"Indebtedness" under, and as defined in, the Stock Pledge Agreement and (i)
"Obligations" under, and as defined in the Security Agreement;
(c) acknowledges, ratifies and confirms that each of the New Laurus
Agreements are "Documents" under, and as defined in, each of the Security
Agreement and the Stock Pledge Agreement;
(d) acknowledges, ratifies and confirms that all of the terms,
conditions, representations and covenants contained in the Existing Security and
Guaranty Agreements are in full force and effect and shall remain in full force
and effect after giving effect to the execution and effectiveness of each of the
New Laurus Agreements;
(e) represents and warrants that no offsets, counterclaims or
defenses exist as of the date hereof with respect to any of the undersigned's
obligations under any Existing Security and Guaranty Agreement; and
(f) acknowledges, ratifies and confirms the grant by the Company,
and each Subsidiary to Laurus of a security interest in the assets of (including
the equity interests owned by) the Company and each Subsidiary, respectively, as
more specifically set forth in the Existing Security and Guaranty Agreements.
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This letter agreement shall be governed by and construed in accordance
with the laws of the State of New York.
Very truly yours,
PACIFIC CMA, INC.
By: /s/ Xxxxxx Xxx
----------------------------------
Name: Xxxxxx Xxx
Title: Chairman/CEO
Address:
PACIFIC CMA INTERNATIONAL, LLC
By: /s/ Xxxxxx Xxx
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Name: Xxxxxx Xxx
Title: Chairman/CEO
Address:
AIRGATE INTERNATIONAL CORPORATION
By: /s/ Xxxxxx Xxx
----------------------------------
Name: Xxxxxx Xxx
Title: Chairman/CEO
Address:
AIRGATE INTERNATIONAL CORPORATION
(CHICAGO)
By: /s/ Xxxxxx Xxx
----------------------------------
Name: Xxxxxx Xxx
Title: Chairman/CEO
Address:
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PARADIGM INTERNATIONAL, INC.
By: /s/ Xxxxxx Xxx
----------------------------------
Name: Xxxxxx Xxx
Title: Chairman/CEO
Address:
Acknowledged and Agreed to by:
LAURUS MASTER FUND, LTD.
By: /s/ Xxxxx Grin
---------------------------
Name: Xxxxx Grin
Title: Director
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