REAFFIRMATION OF AND AMENDMENT TO STOCK PLEDGE AGREEMENTS
REAFFIRMATION
OF AND AMENDMENT TO STOCK PLEDGE AGREEMENTS
THIS
REAFFIRMATION OF AND AMENDMENT TO STOCK PLEDGE AGREEMENTS (this “Agreement”)
is
made as of the 28th
day of
July, 2006, by
DCAP
GROUP, INC., a corporation organized under the laws of the State of Delaware
(“DCAP”),
XXXXX
XXXXX AGENCY, INC., a corporation organized under the laws of the State of
New
York, XXXXX XXXXX COMPANIES, INC., a corporation organized under the laws of
the
State of Delaware, and BLAST ACQUISITION CORP., a corporation organized under
the laws of the State of Delaware (each a “Pledgor”
and
collectively the “Pledgors”).
for
the
benefit of MANUFACTURERS AND TRADERS TRUST COMPANY, a New York State Bank,
in
its
capacity as “Agent”
for
itself and other “Lenders”
under
the Financing Agreement (as hereinafter defined)
(the
“Secured
Party”).
RECITALS
A. PAYMENTS
INC., a corporation organized under the laws the State of New York (“Payments
Inc.”),
and
DCAP GROUP, INC., a corporation organized and existing under the laws of
the
State of Delaware (“Parent”),
of
which Payments Inc. is a wholly-owned subsidiary, jointly and severally (the
“Borrower”)
have
applied to the Agent and the Lenders for credit facilities consisting of
a
revolving credit facility in the maximum principal amount of $20,000,000
and a
term line facility in the maximum principal amount of $2,500,000 to be advanced
pursuant to and in accordance with the terms and conditions of an Amended
and
Restated Financing and Security Agreement of even date herewith (as amended,
modified, restated, substituted, extended and renewed at any time and from
time
to time, the “Financing
Agreement”)
by and
among the Borrower, the Agent, Manufacturers and Traders Trust Company, a
New
York State Bank organized under the laws of the State of New York, in its
capacity as a Lender, and such other entities that may become Lenders under
the
Financing Agreement from time to time. The Financing Agreement amends and
restates the “Original
Financing Agreement”
(as
that term is defined in the Financing Agreement).
B. All
defined terms used in this Agreement and not defined herein shall have the
meaning given to such terms in the Financing Agreement.
C. The
Pledgors are parties to the “Stock
Pledge Agreements”
(as
that term is defined in the Original Financing Agreement).
D. The
Pledgors have requested that the Agent and the Lenders enter into the Financing
Agreement with the Borrower and make the credit facilities described in the
Financing Agreement available to the Borrower.
E. The
Agent
and the Lenders have required, as a condition to entering into the Financing
Agreement, that the Pledgors execute this Agreement as additional security
for
the payment and performance of the “Obligations”
(as
that term is defined in the Financing Agreement) and as an affirmation of their
indebtedness, liabilities and obligations of the Pledgors under, the
“Stock
Pledge Agreements”
(as
that
term is defined in the Original Financing Agreement).
References in the Financing Agreement and the other Financing Documents to
the
Stock Pledge Agreements means the “Stock Pledge Agreements” (as that term is
defined in the Original Financing Agreement), as reaffirmed and amended by
this
Agreement and as
amended, restated, modified, substituted, extended and renewed from time to
time.
1
NOW,
THEREFORE, in order to induce the Agent and the Lenders to enter into the
Financing Agreement:
1. Each
of
the Pledgors (a) consents to the transactions contemplated by, and agreements
made by the Borrower under, the Financing Agreement, (b) ratifies, confirms
and
reissues the terms, conditions, promises, covenants, grants, assignments,
security agreements, waivers, agreements, representations, warranties and
provisions contained in Stock Pledge Agreements, and (c) agrees that the Pledgor
has no (and alternatively waives each and every) counterclaim, recoupment,
setoff, reduction or defense with respect to the Pledgor's obligations under
the
Stock Pledge Agreements, however arising, in contract, in tort or otherwise
and
whenever arising; and (d) alternatively, releases, withdraws, waives and
discharges any and all claims, rights, demands, damages, causes of action,
judgments or liabilities which the Pledgor has, had or may have ever had against
the Agent or the Lenders, including but not limited to any arising in connection
with the Stock Pledge Agreements or the other Financing Documents.
2. Without
limiting the foregoing, the Pledgors, jointly and severally, acknowledge and
agree that (a) references in the Stock Pledge Agreements to the term “Financing
Agreement” mean the Financing Agreement as defined above in this Agreement and
references in the Stock Pledge Agreements to the “Borrower,” “Obligations” and
other terms defined in the Financing Agreement shall have the meaning set forth
in the Financing Agreement), (b) the Obligations include, without limitation,
the Revolving Credit Facility and the Term Line Facility described in the
Financing Agreement and the Obligations are covered by the Stock Pledge
Agreements; (c) in the Stock Pledge Agreements the Pledgors agreed, among other
things, that the parties to the Financing Documents may from time to time
modify, amend, change or terminate any provisions of any of the Financing
Documents without in any way releasing, affecting or in any way impairing the
obligations and liabilities of the Pledgors under the Stock Pledge Agreements,
and (d) notwithstanding the Agent’s and the Lenders’ acceptance of this
Agreement (notice of which acceptance is hereby waived), the parties may
hereafter modify, amend, change or terminate any provisions of any of the
Financing Documents without notice to, the further agreement of, or the consent
of the Pledgors.
3. This
Agreement may be executed in any number of duplicate originals or counterparts,
each of such duplicate originals or counterparts shall be deemed to be an
original and taken together shall constitute but one and the same instrument.
Each Pledgor agrees that the Pledgor’s signature may be delivered by facsimile
or by pdf. If a Pledgor chooses to deliver the Pledgor’s signature by facsimile
or by pdf, the Pledgor agrees to provide a counterpart of this Agreement with
the Pledgor’s inked signature promptly to the Agent.
[Signatures
follow on next page]
2
Signature
Page to
REAFFIRMATION
OF AND AMENDMENT TO STOCK PLEDGE AGREEMENTS
IN
WITNESS WHEREOF, each Pledgor has executed and delivered this Agreement under
seal as of the day and year of the Financing Agreement.
|
ATTEST:
______________________
|
DCAP
GROUP, INC.
By:____________________
(SEAL)
Xxxxx
X. Xxxxxxxxx,
President
|
|
ATTEST:
_______________________
|
XXXXX
XXXXX AGENCY, INC.
By:_____________________
(SEAL)
Xxxxx
X. Xxxxxxxxx,
President
|
|
ATTEST:
_______________________
|
XXXXX
XXXXX COMPANIES, INC.
By:_____________________
(SEAL)
Xxxxx
X. Xxxxxxxxx,
President
|
|
ATTEST:
_______________________
|
BLAST
ACQUISITION CORP.
By:_____________________
(SEAL)
Xxxxx
X. Xxxxxxxxx,
President
|
