FOURTH AMENDMENT TO FINANCING AND SECURITY AGREEMENT
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THIS FOURTH AMENDMENT TO FINANCING AND SECURITY AGREEMENT (this
"Agreement") is made as of the 26th day of May, 1998 by and among ARGUSS
HOLDINGS, INC., a Delaware corporation ("Arguss"), WHITE MOUNTAIN CABLE
CONSTRUCTION CORP., a Delaware corporation ("White Mountain"), CONCEPTRONIC,
INC., a Delaware corporation ("Conceptronic"; together with Arguss and White
Mountain, the "Borrowers" and each a "Borrower") and NATIONSBANK, N.A., a
national banking association, its successors and assigns (the "Lender").
RECITALS
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A. The Lender has made certain loans available to the Borrowers, which
Loans are governed by that certain Financing and Security Agreement by and among
the Borrowers and the Lender dated September 11, 1997, which Financing and
Security Agreement has been amended by that certain First Amendment to Financing
and Security Agreement dated October 6, 1997, by and among the Borrowers and the
Lender and by that certain Second Amendment to Financing and Security Agreement
dated as of January 2, 1998 by and among the Borrowers and the Lender, and by
that certain Third Amendment to Financing and Security Agreement dated as of May
11, 1998 by and among the Borrowers and the Lender (the Financing and Security
Agreement, as amended from time to time is hereinafter called, the "Financing
Agreement").
B. All capitalized terms used herein and not otherwise defined shall
have the meanings given to such terms in the Financing Agreement.
C. The Borrowers have requested that the Lender temporarily increase
the principal amount of the Facility 3 Loan from Eight Million and No/100
Dollars ($8,000,000.00) to Ten Million Five Hundred Thousand and No/100 Dollars
($10,500,000.00) to finance certain shortfalls in working capital, and the
Lender has agreed, on the condition, among others, that this Agreement be
executed and delivered by the Borrowers.
NOW, THEREFORE, in consideration of the premises, the mutual agreements
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrowers and the Lender
hereby agree as follows:
1. RECITALS. The parties hereto acknowledge and agree that the above
Recitals are true and correct in all respect and that the same are incorporated
herein and made a part hereof by reference.
2. FACILITY 3 LOAN. From and after the effective date hereof, Section
2.03(a) of the Financing Agreement is amended and restated in its entirety as
follows:
SECTION 2.03 THE FACILITY 3 LOAN. (a) The Lender agrees to
lend to the White Mountain Borrowers on a revolving basis from time to
time the maximum principal amount of Ten Million Five Hundred Thousand
and No/100 Dollars ($10,500,000.00) (the "Facility 3 Loan"). The joint
and several obligation of the White Mountain Borrowers to repay the
advances under the Facility 3 Loan shall be evidenced by the White
Mountain Borrowers' Facility 3 Note dated September 11, 1997, as
increased, amended and restated in its entirety by that certain Amended
and Restated Revolving Promissory Note dated October 6, 1997 from the
White Mountain Borrowers in favor of the Lender, and as further
increased, amended and restated in its entirety by that certain Second
Amended and Restated Revolving Promissory Note dated January 2, 1998
from the White Mountain Borrowers in favor of the Lender, and as
further increased, amended and restated in its entirety by that certain
Third Amended and Restated Revolving Promissory Note dated May 11, 1998
from the White Mountain Borrowers infavor of the Lender in the maximum
principal amount of Ten Million Five Hundred Thousand and No/100
Dollars ($10,500,000.00) (the "Facility 3 Note") payable to the Lender
in the form attached hereto as EXHIBIT A-4. The Facility 3 Note shall
bear interest and shall be repaid by the White Mountain Borrowers in
the manner and at the times set forth in the Facility 3 Note.
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3. REPLACEMENT NOTE. EXHIBIT A-4 to the Financing Agreement is being
replaced in its entirety with EXHIBIT A-4 attached hereto. The White Mountain
Borrowers shall execute and deliver to the Lender on the date hereof their Third
Amended and Restated Revolving Promissory Note in the form of EXHIBIT A-4
attached hereto and incorporated herein by reference (the "Replacement Facility
3 Note") in substitution for and not satisfaction of, the issued and outstanding
Facility 3 Note. The Replacement Facility 3 Note shall be the "Facility 3 Note"
for all purposes of the Financing Documents. The Note being substituted pursuant
to this Agreement shall be marked "Replaced" and returned to the White Mountain
Borrowers promptly after the execution and delivery of the Replacement Facility
3 Note to the Lender.
4. CONDITIONS PRECEDENT. This Agreement shall become effective on the
date the Lender receives the following document, which shall be satisfactory in
form and substance to the Lender:
(a) The Replacement Facility 3 Note issued and delivered by the
White Mountain Borrowers; and
(b) Such other information, instruments, opinions, documents,
certificates and reports as the Lender may deem necessary.
5. COUNTERPARTS. This Agreement may be executed in any number of
duplicate originals or counterparts, each of which duplicate original or
counterpart shall be deemed to be an original and all taken together shall
constitute one and the same instrument.
6. FINANCING DOCUMENTS; GOVERNING LAW; ETC. This Agreement is one of
the Financing Documents defined in the Financing Agreement and shall be governed
and construed in
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accordance with the laws of the State of Maryland. The headings and captions in
this Agreement are for the convenience of the parties only and are not a part of
this Agreement.
7. ACKNOWLEDGMENTS. The Borrowers hereby confirm to the Lender the
enforceability and validity of each of the Financing Documents. In addition, the
Borrowers hereby agree to the execution and delivery of this Agreement and the
terms and provisions, covenants or agreements contained in this Agreement shall
not in any manner release, impair, lessen, modify, waive or otherwise limit the
liability and obligations of the Borrowers under the terms of any of the
Financing Documents, except as otherwise specifically set forth in this
Agreement. The Borrowers issue, remake, ratify and confirm the representations,
warranties and covenants contained in the Financing Documents. Nothing in this
Agreement shall be deemed to waive any defaults existing under any of the
Financing Documents as of the date hereof.
8. MODIFICATIONS. This Agreement may not be supplemented, changed,
waived, discharged, terminated, modified or amended, except by written
instrument executed by the parties.
[THIS SPACE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered under seal by the duly authorized representatives as of
the date and year first written above.
WITNESS/ATTEST: ARGUSS HOLDINGS, INC.
By:/s/ Xxxxxx X. Xxxxxx (SEAL)
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Xxxxxx X. Xxxxxx
Chief Financial Officer
WITNESS/ATTEST: WHITE MOUNTAIN CABLE
CONSTRUCTION CORP.
By:/s/ Xxxxxx X. Xxxxxx (SEAL)
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Xxxxxx X. Xxxxxx
Vice President
WITNESS/ATTEST: CONCEPTRONIC, INC.
By:/s/ Xxxxxx X. Xxxxxx (SEAL)
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Xxxxxx X. Xxxxxx
Vice President
WITNESS: NATIONSBANK, N.A.
By:/s/ Xxxxx Xxxxx (SEAL)
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Xxxxx Xxxxx
Vice President
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