FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Agreement") is made this
22nd day of March, 2000, by and among ARGUSS HOLDINGS, INC., a Delaware
corporation with its principal office at Xxx Xxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxxx, Xxxxxxxx 00000 (the "Borrower"), each of the Lenders named herein on
the signature pages hereof (the "Lenders" and each individually, a "Lender"),
BANK OF AMERICA, N.A., a national banking association (successor by merger to
NationsBank, N.A.), as agent for the Lenders (in such capacity, the "Agent"),
and BANC OF AMERICA SECURITIES LLC (successor by merger to NationsBanc
Xxxxxxxxxx Securities LLC) ("BAS"), as the Syndication agent and arranger.
A. The Borrower, the Lenders, the Agent and BAS are parties to a Credit
Agreement dated as of March 19, 1999 (said Credit Agreement, as thereafter
amended from time to time, the "Credit Agreement") All capitalized terms used
herein and not otherwise defined have the meanings given to such terms in the
Credit Agreement.
B. The Borrower has requested that the Lenders increase the maximum
principal amount available under the Revolving Loans from Seventy Million
Dollars ($70,000,000) to One Hundred Twenty Million Dollars ($120,000,000) and
that the Lenders, the Agent and BAS amend the Credit Agreement to reflect such
increase and make such other amendments to the Credit Agreement as more
particularly described herein, and the Lenders, the Agent and BAS have agreed,
on the condition, among others, that this Agreement be executed and delivered by
the Borrower.
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 Borrower, the Lenders, the
Agent and BAS 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. DEFINITIONS. From and after the effective date hereof, the following
definitions set forth in Section 1.1 of the Credit Agreement are hereby amended
and restated in their entirety as follows:
"Aggregate Revolving Commitments" means the sum of the Revolving
Commitments, which is, One Hundred Twenty Million Dollars ($120,000,000).
"Applicable Lending Office" means, for each Lender and for each Type
of Loan, the "Lending Office" of such Lender (or of an Affiliate of such
Lender) designated for such Type of Loan on Schedule A-1 attached hereto or
such other office of such Lender (or an Affiliate of such Lender) as such
Lender may from time to time specify to the Agent and the Borrower by
written notice in accordance with the terms hereof as the office by which
its Loans of such Type are to be made and maintained.
"Commitment" means each Lender's individual obligation to make
Revolving Loans and the Term Loan in a principal amount not to exceed the
dollar amounts shown opposite its name on Schedule A-1 attached hereto, as
such amount may be reduced from time to time pursuant to Sections 2.7, 2.13
and 11.3(a).
"Revolving Commitment Percentage" means the percentage that the
Revolving Commitment of each Lender bears to the Aggregate Revolving
Commitments, which percentage is shown opposite the name of such Lender on
Schedule A-1 attached hereto, as such percentage may be adjusted from time
to time as provided in Sections 2.13 and 11.3(a).
"Term Commitment Percentage" means the percentage that the Term
Commitment of each Lender bears to the Aggregate Term Commitments, which
percentage is shown opposite the name of such Lender on Schedule A-1
attached hereto, as such percentage may be adjusted from time to time as
provided in Section 11.3(a).
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3. NOTICES. From and after the effective date hereof, any notice required
to be given to any Lender pursuant to the Credit Agreement shall be given to
such Lender at the address set forth on Schedule A-1 attached hereto as the
Address for Notices for such Lender.
4. PERMITTED ACQUISITIONS. From and after the effective date hereof Section
2.5(a)(vi) of the Credit Agreement is hereby amended and restated in its
entirety as follows:
(vi) The Permitted Acquisition Price shall not (A) exceed
twenty five percent (25%) of the Borrower's Consolidated Net Worth as shown
on the most recent Financial Statements required to be delivered to the
Lenders pursuant to Sections 6.1(a) and (b), or (B) cause the aggregate
Permitted Acquisition Price for all such Acquisitions to exceed the lesser
of (aa) Fifty Million Dollars ($50,000,000) in any twelve (12) month period
(excluding the Permitted Acquisition Price of any such Acquisitions which
are expressly approved by the Required Lenders during such period), or (bb)
fifty percent (50%) of the Borrower's Consolidated Net Worth in any fiscal
year as shown on the most recent Financial Statements required to be
delivered to the Lenders pursuant to Sections 6.1(a) and (b). The parties
hereto acknowledge that for purposes of subparagraph B(aa) above, the date
of this Agreement shall constitute the beginning of a new twelve month
period and no previous Acquisitions shall be counted towards the limit set
forth in subparagraph B(aa) above.
5. FUNDED DEBT. From and after the effective date hereof, Section 7.1 of
the Credit Agreement is hereby amended and restated in its entirety as follows:
Section 7.1 FUNDED DEBT. Create, incur, assume or suffer to exist or
permit any Subsidiary to create, incur, assume or suffer to exist any
Funded Debt except:
(a) Funded Debt of the Borrower or the Subsidiaries under this
Agreement or the Notes;
(b) Funded Debt of the Borrower and each Subsidiary subordinated
on terms satisfactory to the Required Lenders to the Borrower's and each
Subsidiary's respective obligations under the Notes and the Loan Documents;
(c) Funded Debt of the Borrower and each Subsidiary secured by
Liens permitted by Section 7.2 (e) not to exceed One Million Dollars
($1,000,000) in the aggregate;
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(d) Funded Debt or other obligations incurred in connection with
Earn Out Provisions;
(e) Funded Debt incurred in connection with Capitalized Lease
Obligations, but not to exceed Two Million Five Hundred Thousand Dollars
($2,500,000) in the aggregate;
(f) Funded Debt secured by one or more mortgage(s) or deed(s) of
trust on real property of the Borrower or any Subsidiary in an amount not
to exceed Five Million Dollars ($5,000,000) in the aggregate;
(g) Funded Debt listed on SCHEDULE 7.1 attached hereto;
(h) Up to Five Million Dollars ($5,000,000) in the aggregate of
any Funded Debt (other than the Funded Debt referred to in Sections
7.1(a)-(g) above) assumed in connection with any Permitted Acquisition and
which has been or will be, paid or refinanced within six (6) months from
the date of the closing of the Permitted Acquisition by a Revolving Loan;
(i) Additional Funded Debt, including, but not limited to Funded
Debt incurred by the Borrower arising out of any swap agreement (as defined
in 11 U.S.C. 101) or under any foreign exchange contracts on a xxxx to
market basis, in an amount when combined with the Funded Debt referred to
in Sections 7.1 (b) - (h) above) does not exceed Ten Million Dollars
($10,000,000) in the aggregate; and
(j) Funded Debt incurred in connection with certain consignment
Inventory from TCI.
6. PROPOSED ACQUISITIONS. The parties hereto acknowledge and agree that the
Permitted Acquisition Price for the proposed acquisitions of Precision Valley
Communications Corp., Renegade Construction Corp. and U.S. Communications Corp.
by an Acquisition Company shall not be counted towards the limitation on
Permitted Acquisition Price set forth in Section 2.4(a)(vi) of the Credit
Agreement as amended herein.
7. EXTENSION OF REVOLVING COMMITMENT TERMINATION DATE. The Parties hereto
acknowledge and agree that pursuant to Section 2.13 of the Credit Agreement each
of the Lenders has agreed to extend the Revolving Commitment Termination Date
for an additional term of one (1) year.
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8. LOAN FEE. In consideration of the Lenders' agreement to increase the
Aggregate Revolving Commitments, the Borrower agrees to pay the Lenders at the
time of the execution of this agreement, a loan fee in the amount of One Hundred
Twenty Five Thousand Dollars ($125,000), which fee shall be considered earned
when paid and is not refundable, to be paid to the respective Lenders and in the
amounts set forth in the invitation letter from the Agent to the Borrower.
9. CONDITIONS PRECEDENT. This Agreement shall become effective on the date
the Agent receives the following, each of which shall be satisfactory in form
and substance to the Agent, BAS and the Lenders:
(a) An Amended and Restated Revolving Credit Note issued and delivered
by the Borrower to Bank of America, N.A. in the form of EXHIBIT A attached
hereto and incorporated herein by reference, payable to the order of Bank of
America, N.A. in the maximum principal amount of Thirty Six Million Five Hundred
Thousand Dollars ($36,500,000) (the "Bank of America Replacement Note").
(b) An Amended and Restated Revolving Credit Note issued and delivered
by the Borrower to Crestar Bank in the form of EXHIBIT B attached hereto and
incorporated herein by reference, payable to the order of Crestar Bank in the
maximum principal amount of Thirteen Million Two Hundred Thousand Dollars
($13,200,000) (the "Crestar Bank Replacement Note").
(c) An Amended and Restated Revolving Credit Note issued and delivered
by the Borrower to Fleet Bank, N.A. in the form of EXHIBIT C attached hereto and
incorporated herein by reference, payable to the order of Fleet Bank, N.A. in
5
the maximum principal amount of Thirteen Million Two Hundred Thousand Dollars
($13,200,0000) (the "Fleet Bank Replacement Note").
(d) An Amended and Restated Revolving Credit Note issued and delivered
by the Borrower to Keybank, National Association in the form of EXHIBIT D
attached hereto and incorporated herein by reference, payable to the order of
Keybank, National Association in the maximum principal amount of Twenty Four
Million Dollars ($24,000,000) (the "Keybank Replacement Note").
(e) An Amended and Restated Revolving Credit Note issued and delivered
by the Borrower to Union Bank of California, N.A. in the form of EXHIBIT E
attached hereto and incorporated herein by reference, payable to the order of
Union Bank of California, N.A. in the maximum principal amount of Twenty Million
Four Hundred Thousand Dollars ($20,400,000) (the "Union Bank Replacement Note").
(f) An Amended and Restated Revolving Credit Note issued and delivered
by the Borrower to National City Bank in the form of EXHIBIT F attached hereto
and incorporated herein by reference, payable to the order of National City Bank
in the maximum principal amount of Twelve Million Seven Hundred Thousand Dollars
($12,700,000) (the "National City Bank Replacement Note").
(g) Proof that the Borrower has paid all costs and expenses to the Agent
in connection with this Agreement, including but not limited to the Agent's
reasonable attorney's fees; and
(h) Such other information, instruments, opinions, documents,
certificates and reports as the Agent, BAS or the Lenders may deem necessary.
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10. 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.
11. LOAN DOCUMENTS; GOVERNING LAW; ETC. This Agreement is one of the Loan
Documents defined in the Credit Agreement and shall be governed and construed in
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.
12. ACKNOWLEDGMENTS. The Borrower hereby confirms to the Agent, the
Lenders' and BAS the enforceability and validity of each of the Loan Documents.
In addition, the Borrower hereby agrees 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 Borrower under the terms of
any of the Loan Documents, except as otherwise specifically set forth in this
Agreement. The Borrower issues, ratifies and confirms the representations,
warranties and covenants contained in the Loan Documents.
13. MODIFICATIONS. This Agreement may not be supplemented, changed, waived,
discharged, terminated, modified or amended, except by written instrument
executed by the parties.
14. FULL FORCE AND EFFECT. Except as expressly set forth above, the
provisions of the Credit Agreement shall continue in full force and effect and
are hereby ratified and confirmed. A default under this Agreement shall be a
default under the Credit Agreement.
[SIGNATURES BEGIN ON NEXT PAGE]
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IN WITNESS WHEREOF, the Borrower has caused this Agreement to be duly
executed as of the date first above written by its duly authorized officer and
the Agent, BAS and each Lender have caused it to be executed by their duly
authorized officers.
WITNESS/ATTEST: ARGUSS HOLDINGS, INC.
By /s/ Xxxxxx Xxxxxx
----------------------------- -------------------------------
Name: Xxxxxx Xxxxxx
Title: Chief Financial Officer
8
WITNESS: BANK OF AMERICA, N.A.
as Agent
By: /s/ Xxxxxxxxx X. Xxxxx
----------------------------- -------------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: Senior Vice President
9
WITNESS: BANC OF AMERICA SECURITIES LLC
as syndication agent and arranger
By: /s/ Xxxxxxxx Xxxxx
----------------------------- -------------------------------
Name: Xxxxxxxx Xxxxx
Title: Principal
10
WITNESS: BANK OF AMERICA, N.A.
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
By: /s/ Xxxxxxxxx X. Xxxxx
----------------------------- -------------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: Senior Vice President
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WITNESS: CRESTAR BANK
0000 Xxx Xxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
By: /s/ Xxxxx X. Xxxxxx
----------------------------- -------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
12
WITNESS: FLEET BANK, N.A.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
By: /s/ Xxxxxx X. Xxxx
----------------------------- -------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President
13
WITNESS: KEYBANK, NATIONAL ASSOCIATION
0 Xxxxx Xxxxx
Xxxxxxxx, Xxxxx 00000
By: /s/ Xxxx X. Xxxxxxx
----------------------------- -------------------------------
Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
14
WITNESS: UNION BANK OF CALIFORNIA, N.A.
000 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
By: /s/ J. Xxxxx Xxxxxx
----------------------------- -------------------------------
Name: J. Xxxxx Xxxxxx
Title: Vice President
15
WITNESS: NATIONAL CITY BANK
0000 Xxxx 0xx Xxxxxx, Xxx 0000
Xxxxxxxxx, Xxxx 00000
By: /s/ Xxxxx Xxxxxxxx
----------------------------- -------------------------------
Name: Xxxxx Xxxxxxxx
Title: Assistant Vice President
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SCHEDULE A-1
Type of Amount of Commitment
Loan Commitment Percentage
------- ---------- ----------
Term $9,000,000 30%
Revolving $36,500,000 30.417%
--------------------------
Lending Office for Eurodollar Loans:
(Term Loan and Revolving Loans) BANK OF AMERICA, N.A.
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
Lending Office for Base Rate Loans:
(Term Loan and Revolving Loans) BANK OF AMERICA, N.A.
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
Address for Notices: BANK OF AMERICA, N.A.
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
Attn: Xx. Xxxxx Xxxxx Xxxx
Senior Vice President
(000) 000-0000
Type of Amount of Commitment
Loan Commitment Percentage
------- ---------- ----------
Term $3,300,000 11%
Revolving $13,200,000 11%
--------------------------
Lending Office for Eurodollar Loans:
(Term Loan and Revolving Loans) CRESTAR BANK
0000 Xxx Xxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Lending Office for Base Rate Loans:
(Term Loan and Revolving Loans) CRESTAR BANK
0000 Xxx Xxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Address for Notices: CRESTAR BANK
0000 Xxx Xxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attn: Xxxxx Xxxxxxxxx
(000) 000-0000
Type of Amount of Commitment
Loan Commitment Percentage
------- ---------- ----------
Term $3,300,000 11%
Revolving $13,200,000 11%
--------------------------
Lending Office for Eurodollar Loans:
(Term Loan and Revolving Loans) FLEET BANK, N.A.
1185 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000
Lending Office for Base Rate Loans:
(Term Loan and Revolving Loans) FLEET BANK, N.A.
1185 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000
Address for Notices: FLEET BANK, N.A.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xx. Xxxxxxx Xxxxx
(000) 000-0000
Type of Amount of Commitment
Loan Commitment Percentage
------- ---------- ----------
Term $6,000,000 20%
Revolving $24,000,000 20%
--------------------------
Lending Office for Eurodollar Loans:
(Term Loan and Revolving Loans) KEYBANK, NATIONAL ASSOCIATION
0 Xxxxx Xxxxx
Xxxxxxxx, Xxxxx 00000
Lending Office for Base Rate Loans:
(Term Loan and Revolving Loans) KEYBANK, NATIONAL ASSOCIATION
0 Xxxxx Xxxxx
Xxxxxxxx, Xxxxx 00000
Address for Notices: KEYBANK, NATIONAL ASSOCIATION
0 Xxxxx Xxxxx
Xxxxxxxx, Xxxxx 00000
Attn: Xx. Xxxxx Xxxxxxx
(000) 000-0000
Type of Amount of Commitment
Loan Commitment Percentage
------- ---------- ----------
Term $5,100,000 17%
Revolving $20,400,000 17%
--------------------------
Lending Office for Eurodollar Loans:
(Term Loan and Revolving Loans) UNION BANK OF CALIFORNIA, N.A.
000 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Lending Office for Base Rate Loans:
(Term Loan and Revolving Loans) UNION BANK OF CALIFORNIA, N.A.
000 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Address for Notices: UNION BANK OF CALIFORNIA, N.A.
000 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xx. Xxxxx Xxxxxx
(000) 000-0000
Type of Amount of Commitment
Loan Commitment Percentage
------- ---------- ----------
Term $3,300,000 11%
Revolving $12,700,000 10.583%
--------------------------
Lending Office for Eurodollar Loans:
(Term Loan and Revolving Loans) NATIONAL CITY BANK
0000 Xxxx 0xx Xxxxxx, Xxx 0000
Xxxxxxxxx, Xxxx 00000
Lending Office for Base Rate Loans:
(Term Loan and Revolving Loans) NATIONAL CITY BANK
0000 Xxxx 0xx Xxxxxx, Xxx 0000
Xxxxxxxxx, Xxxx 00000
Address for Notices: NATIONAL CITY BANK
0000 Xxxx 0xx Xxxxxx, Xxx 0000
Xxxxxxxxx, Xxxx 00000
Attn: Xx. Xxxxx Xxxxx
(000) 000-0000
CONSENT
Pursuant to the terms and provisions of the attached First Amendment to
Credit Agreement (the "Amendment"), by and between the Borrower, the Lender's
named in the signature pages therein (the "Lenders" and each individually a
"Lender"), Bank of America, N.A., as agent for the Lenders (the "Agent") and
Banc of America Securities LLC ("BAS"), as the syndication agent and arranger,
the parties thereto have agreed to modify certain provisions of the Credit
Agreement as set forth therein. The Lenders, the Agent and BAS have advised the
Borrower and Arguss Communications Group, Inc., a Delaware corporation ("ACG"),
Arguss Services Corp., a Delaware corporation ("ASC") and Conceptronic, Inc., a
Delaware corporation ("Conceptronic") (each a "Guarantor" and collectively, the
"Guarantors") they would not agree to modify the terms of the Credit Agreement
without the Guarantors' consent and agreement to the matters hereinbelow set
forth.
NOW THEREFORE, in consideration of, and a material inducement to, the
Lenders, the Agent and BAS modifying the Credit Agreement, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Guarantors hereby consent and agree as follows:
1. CONSENT. The Guarantors expressly hereby consent to the modification of
the Credit Agreement and hereby acknowledge and consent to the terms and
provisions of the Amendment.
2. ACG'S RATIFICATION OF GUARANTY. ACG hereby expressly ratifies and
reconfirms all of the terms and provisions of that certain Guaranty Agreement
dated as of March 19, 1999 (the "ACG Guaranty") in favor of the Agent, as agent
for the Lenders, and acknowledges, approves, ratifies and reconfirms its
liability as a guarantor of the Guaranteed Obligations (as such term is defined
in the ACG Guaranty) and further agrees that the Agent's action in requiring its
consent to the modification of the Credit Agreement shall not constitute a
waiver of the Agent's right pursuant to the terms of the ACG Guaranty or any of
the other Loan Documents to renew, extend, increase the principal amount or
otherwise modify the Loans or amend, restate, substitute or otherwise modify the
Credit Agreement or any of the other Loan Documents without ACG's prior consent
and without affecting ACG's liability therefore. ACG represents and warrants to
the Agent that it has no defense to the enforcement of the ACG Guaranty in
accordance with its terms as modified hereby as it applies to the Credit
Agreement, as amended or any of the Loan Documents.
3. ASC'S RATIFICATION OF GUARANTY. ASC hereby expressly ratifies and
reconfirms all of the terms and provisions of that certain Guaranty Agreement
dated as of March 19, 1999 (the "ASC Guaranty") in favor of the Agent, as agent
for the Lenders, and acknowledges, approves, ratifies and reconfirms its
liability as a guarantor of the Guaranteed Obligations (as such term is defined
in the ASC Guaranty) and further agrees that the Agent's action in requiring its
consent to the modification of the Credit Agreement shall not constitute a
waiver of the Agent's right pursuant to the terms of the ASC Guaranty or any of
the other Loan Documents to renew, extend, increase the principal amount or
otherwise modify the Loans or amend, restate, substitute or otherwise modify the
Credit Agreement or any of the other Loan Documents without ASC's prior consent
and without affecting ASC's liability therefore. ASC represents and warrants to
the Agent that it has no defense to the enforcement of the ASC Guaranty in
accordance with its terms as modified hereby as it applies to the Credit
Agreement, as amended or any of the Loan Documents.
4. CONCEPTRONIC'S RATIFICATION OF GUARANTY. Conceptronic hereby expressly
ratifies and reconfirms all of the terms and provisions of that certain Guaranty
Agreement dated as of March 19, 1999 (the "Conceptronic Guaranty") in favor of
the Agent, as agent for the Lenders, and acknowledges, approves, ratifies and
reconfirms its liability as a guarantor of the Guaranteed Obligations (as such
term is defined in the Conceptronic Guaranty) and further agrees that the
Agent's action in requiring its consent to the modification of the Credit
Agreement shall not constitute a waiver of the Agent's right pursuant to the
terms of the Conceptronic Guaranty or any of the other Loan Documents to renew,
extend, increase the principal amount or otherwise modify the Loans or amend,
restate, substitute or otherwise modify the Credit Agreement or any of the other
Loan Documents without Conceptronic's prior consent and without affecting
Conceptronic's liability therefore. Conceptronic represents and warrants to the
Agent that it has no defense to the enforcement of the Conceptronic Guaranty in
accordance with its terms as modified hereby as it applies to the Credit
Agreement, as amended or any of the Loan Documents.
5. APPLICABLE LAW. This Consent shall be governed by, and construed in
accordance with, the laws of the State of Maryland.
6. HEADINGS. The headings used herein are for purposes of convenience only
and should not be used in construing provisions hereof.
7. DEFINED TERMS. All defined terms used in this Consent and not defined
herein shall have the meaning given to such terms in the Credit Agreement.
[SIGNATURES BEGIN ON NEXT PAGE]
IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have
caused this Consent to be executed by their duly authorized officers under seal,
on the day and year first written.
WITNESS/ATTEST: ARGUSS COMMUNICATIONS GROUP, INC.
By: /s/ Xxxxxx Xxxxxx (SEAL)
----------------------------- ---------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
WITNESS/ATTEST: ARGUSS SERVICES CORP.
By: /s/ Xxxxxx Xxxxxx (SEAL)
----------------------------- ---------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
WITNESS/ATTEST: CONCEPTRONIC, INC.
By: /s/ Xxxxxx Xxxxxx (SEAL)
----------------------------- ---------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
EXHIBIT A
AMENDED AND RESTATED REVOLVING CREDIT NOTE
------------------------------------------
$36,500,000 March 22, 2000
FOR VALUE RECEIVED, ARGUSS HOLDINGS, INC. (the "Borrower") hereby promises
to pay to the order of BANK OF AMERICA, N.A. (the "Lender") at the office of
BANK OF AMERICA, N.A. (the "Agent"), or at such other place as may be designated
by the Agent, for the account of the Applicable Lending Office of the Lender, in
lawful money of the United States of America, and in immediately available
funds, (i) on each Interest Payment Date, the unpaid principal amount
outstanding of each Eurodollar Loan and each Base Rate Loan (ii) on the
Revolving Commitment Termination Date, the principal sum of Thirty Six Million
Five Hundred Thousand Dollars ($36,500,000), or the aggregate unpaid principal
amount outstanding of all Revolving Loans made by the Lender to the Borrower
pursuant to the Credit Agreement (as hereinafter defined), whichever is less,
and, prior to maturity, to pay interest from the date hereof on said principal
sum, or the outstanding balance thereof, whichever is less, in like money and
funds, at said office on the date or dates and at the rates or rates provided
for in the Credit Agreement.
The Lender has been authorized by the Borrower to record on the SCHEDULE
attached to this Note the amount and date of each Revolving Loan made by the
Lender, and the date and amount of each payment of principal thereof received by
the Lender, PROVIDED that the failure by the Lender to make any such endorsement
or any error therein shall not affect the obligations of the Borrower hereunder.
This Note is the Bank of America Replacement Note described in that certain
First Amendment to Credit Agreement of even date herewith by and among, the
Borrower, the Lender, the other Lenders named therein, BAS, and the Agent, (the
"First Amendment"), which First Amendment amends that certain Credit Agreement
dated March 19, 1999 by and among the Borrower, the Lender, the other Lenders
named therein, BAS and the Agent (as from time to time may be amended, modified,
supplemented, renewed or extended the "Credit Agreement"), and this Note is one
of the Revolving Credit Notes referred to in and entitled to the benefit of the
Credit Agreement. Capitalized terms used herein but not defined herein shall
have the meanings ascribed to such terms in the Credit Agreement. This Note
amends, restates and increases in its entirety that certain Revolving Credit
Note dated March 19, 1999 from the Borrower to the Lender, in the maximum
principal amount of Twenty One Million Dollars ($21,000,000) (the "Original
Note"). It is expressly agreed that the indebtedness evidenced by the Original
Note has not been extinguished or discharged by this Note, provided, however,
that the full amount due to the Lender pursuant to the Original Note and this
Note combined shall be the amount due to the Lender from the Borrower.
Upon the occurrence of an Event of Default, the principal hereof and
accrued interest hereon may become, or may be declared to be, forthwith due and
payable in the manner, upon the conditions and with the effect provided in the
Credit Agreement.
In addition and not in limitation of the foregoing the Borrower agrees to
pay all reasonable costs and expenses incurred in the collection of this Note,
including reasonable attorneys' fees if this Note is collected by or through an
attorney at law, or in bankruptcy, receivership, or other court proceeding.
Reference is made to Section 2.10 of the Credit Agreement for provisions
relating to the prepayment hereof.
The Borrower hereby waives presentment, demand, notice of dishonor,
protest, and all other notices whatever.
This Note shall be governed by, and construed in accordance with, the laws
of the State of Maryland.
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed by its
duly authorized officer as of the date first above written.
WITNESS/ATTEST: ARGUSS HOLDINGS, INC.
/s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxx Xxxxxx
----------------------------- -------------------------------
Xxxxxxx Xxxxxx, Secretary Name: Xxxxxx Xxxxxx
-------------- -----------------------
Title: Chief Financial Officer
-----------------------
- 2 -
SCHEDULE TO REVOLVING CREDIT NOTE
Principal Type of Interest Amount &
Date of Loan Amount Loan Period Date Repaid
------------ ------ ----- ------ -----------
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EXHIBIT B
AMENDED AND RESTATED REVOLVING CREDIT NOTE
------------------------------------------
$13,200,000 March 22, 2000
FOR VALUE RECEIVED, ARGUSS HOLDINGS, INC. (the "Borrower") hereby promises
to pay to the order of CRESTAR BANK (the "Lender") at the office of BANK OF
AMERICA, N.A. (the "Agent"), or at such other place as may be designated by the
Agent, for the account of the Applicable Lending Office of the Lender, in lawful
money of the United States of America, and in immediately available funds, (i)
on each Interest Payment Date, the unpaid principal amount outstanding of each
Eurodollar Loan and each Base Rate Loan (ii) on the Revolving Commitment
Termination Date, the principal sum of Thirteen Million Two Hundred Thousand
Dollars ($13,200,000), or the aggregate unpaid principal amount outstanding of
all Revolving Loans made by the Lender to the Borrower pursuant to the Credit
Agreement (as hereinafter defined), whichever is less, and, prior to maturity,
to pay interest from the date hereof on said principal sum, or the outstanding
balance thereof, whichever is less, in like money and funds, at said office on
the date or dates and at the rates or rates provided for in the Credit
Agreement.
The Lender has been authorized by the Borrower to record on the SCHEDULE
attached to this Note the amount and date of each Revolving Loan made by the
Lender, and the date and amount of each payment of principal thereof received by
the Lender, PROVIDED that the failure by the Lender to make any such endorsement
or any error therein shall not affect the obligations of the Borrower hereunder.
This Note is the Crestar Bank Replacement Note described in that certain
First Amendment to Credit Agreement of even date herewith by and among, the
Borrower, the Lender, the other Lenders named therein, BAS, and the Agent, (the
"First Amendment"), which First Amendment amends that certain Credit Agreement
dated March 19, 1999 by and among the Borrower, the Lender, the other Lenders
named therein, BAS and the Agent (as from time to time may be amended, modified,
supplemented, renewed or extended the "Credit Agreement"), and this Note is one
of the Revolving Credit Notes referred to in and entitled to the benefit of the
Credit Agreement. Capitalized terms used herein but not defined herein shall
have the meanings ascribed to such terms in the Credit Agreement. This Note
amends, restates and increases in its entirety that certain Revolving Credit
Note dated March 19, 1999 from the Borrower to the Lender, in the maximum
principal amount of Seven Million Seven Hundred Thousand Dollars ($7,700,000)
(the "Original Note"). It is expressly agreed that the indebtedness evidenced by
the Original Note has not been extinguished or discharged by this Note,
provided, however, that the full amount due to the Lender pursuant to the
Original Note and this Note combined shall be the amount due to the Lender from
the Borrower.
Upon the occurrence of an Event of Default, the principal hereof and
accrued interest hereon may become, or may be declared to be, forthwith due and
payable in the manner, upon the conditions and with the effect provided in the
Credit Agreement.
In addition and not in limitation of the foregoing the Borrower agrees to
pay all reasonable costs and expenses incurred in the collection of this Note,
including reasonable attorneys' fees if this Note is collected by or through an
attorney at law, or in bankruptcy, receivership, or other court proceeding.
Reference is made to Section 2.10 of the Credit Agreement for provisions
relating to the prepayment hereof.
The Borrower hereby waives presentment, demand, notice of dishonor,
protest, and all other notices whatever.
This Note shall be governed by, and construed in accordance with, the laws
of the State of Maryland.
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed by its
duly authorized officer as of the date first above written.
WITNESS/ATTEST: ARGUSS HOLDINGS, INC.
/s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxx Xxxxxx
----------------------------- -------------------------------
Xxxxxxx Xxxxxx, Secretary Name: Xxxxxx Xxxxxx
-------------- -----------------------
Title: Chief Financial Officer
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- 2 -
SCHEDULE TO REVOLVING CREDIT NOTE
Principal Type of Interest Amount &
Date of Loan Amount Loan Period Date Repaid
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EXHIBIT C
AMENDED AND RESTATED REVOLVING CREDIT NOTE
------------------------------------------
$13,200,000 March 22, 2000
FOR VALUE RECEIVED, ARGUSS HOLDINGS, INC. (the "Borrower") hereby promises
to pay to the order of FLEET BANK, N.A. (the "Lender") at the office of BANK OF
AMERICA, N.A. (the "Agent"), or at such other place as may be designated by the
Agent, for the account of the Applicable Lending Office of the Lender, in lawful
money of the United States of America, and in immediately available funds, (i)
on each Interest Payment Date, the unpaid principal amount outstanding of each
Eurodollar Loan and each Base Rate Loan (ii) on the Revolving Commitment
Termination Date, the principal sum of Thirteen Million Two Hundred Thousand
Dollars ($13,200,000), or the aggregate unpaid principal amount outstanding of
all Revolving Loans made by the Lender to the Borrower pursuant to the Credit
Agreement (as hereinafter defined), whichever is less, and, prior to maturity,
to pay interest from the date hereof on said principal sum, or the outstanding
balance thereof, whichever is less, in like money and funds, at said office on
the date or dates and at the rates or rates provided for in the Credit
Agreement.
The Lender has been authorized by the Borrower to record on the SCHEDULE
attached to this Note the amount and date of each Revolving Loan made by the
Lender, and the date and amount of each payment of principal thereof received by
the Lender, PROVIDED that the failure by the Lender to make any such endorsement
or any error therein shall not affect the obligations of the Borrower hereunder.
This Note is the Fleet Bank Replacement Note described in that certain
First Amendment to Credit Agreement of even date herewith by and among, the
Borrower, the Lender, the other Lenders named therein, BAS, and the Agent, (the
"First Amendment"), which First Amendment amends that certain Credit Agreement
dated March 19, 1999 by and among the Borrower, the Lender, the other Lenders
named therein, BAS and the Agent (as from time to time may be amended, modified,
supplemented, renewed or extended the "Credit Agreement"), and this Note is one
of the Revolving Credit Notes referred to in and entitled to the benefit of the
Credit Agreement. Capitalized terms used herein but not defined herein shall
have the meanings ascribed to such terms in the Credit Agreement. This Note
amends, restates and increases in its entirety that certain Revolving Credit
Note dated March 19, 1999 from the Borrower to the Lender, in the maximum
principal amount of Seven Million Seven Hundred Thousand Dollars ($7,700,000)
(the "Original Note"). It is expressly agreed that the indebtedness evidenced by
the Original Note has not been extinguished or discharged by this Note,
provided, however, that the full amount due to the Lender pursuant to the
Original Note and this Note combined shall be the amount due to the Lender from
the Borrower.
Upon the occurrence of an Event of Default, the principal hereof and
accrued interest hereon may become, or may be declared to be, forthwith due and
payable in the manner, upon the conditions and with the effect provided in the
Credit Agreement.
In addition and not in limitation of the foregoing the Borrower agrees to
pay all reasonable costs and expenses incurred in the collection of this Note,
including reasonable attorneys' fees if this Note is collected by or through an
attorney at law, or in bankruptcy, receivership, or other court proceeding.
Reference is made to Section 2.10 of the Credit Agreement for provisions
relating to the prepayment hereof.
The Borrower hereby waives presentment, demand, notice of dishonor,
protest, and all other notices whatever.
This Note shall be governed by, and construed in accordance with, the laws
of the State of Maryland.
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed by its
duly authorized officer as of the date first above written.
WITNESS/ATTEST: ARGUSS HOLDINGS, INC.
/s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxx Xxxxxx
----------------------------- -------------------------------
Xxxxxxx Xxxxxx, Secretary Name: Xxxxxx Xxxxxx
-------------- -----------------------
Title: Chief Financial Officer
-----------------------
- 2 -
SCHEDULE TO REVOLVING CREDIT NOTE
Principal Type of Interest Amount &
Date of Loan Amount Loan Period Date Repaid
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EXHIBIT D
AMENDED AND RESTATED REVOLVING CREDIT NOTE
------------------------------------------
$24,000,000 March 22, 2000
FOR VALUE RECEIVED, ARGUSS HOLDINGS, INC. (the "Borrower") hereby promises
to pay to the order of KEYBANK, NATIONAL ASSOCIATION (the "Lender") at the
office of BANK OF AMERICA, N.A. (the "Agent"), or at such other place as may be
designated by the Agent, for the account of the Applicable Lending Office of the
Lender, in lawful money of the United States of America, and in immediately
available funds, (i) on each Interest Payment Date, the unpaid principal amount
outstanding of each Eurodollar Loan and each Base Rate Loan (ii) on the
Revolving Commitment Termination Date, the principal sum of Twenty Four Million
Dollars ($24,000,000), or the aggregate unpaid principal amount outstanding of
all Revolving Loans made by the Lender to the Borrower pursuant to the Credit
Agreement (as hereinafter defined), whichever is less, and, prior to maturity,
to pay interest from the date hereof on said principal sum, or the outstanding
balance thereof, whichever is less, in like money and funds, at said office on
the date or dates and at the rates or rates provided for in the Credit
Agreement.
The Lender has been authorized by the Borrower to record on the SCHEDULE
attached to this Note the amount and date of each Revolving Loan made by the
Lender, and the date and amount of each payment of principal thereof received by
the Lender, PROVIDED that the failure by the Lender to make any such endorsement
or any error therein shall not affect the obligations of the Borrower hereunder.
This Note is the Keybank Replacement Note described in that certain First
Amendment to Credit Agreement of even date herewith by and among, the Borrower,
the Lender, the other Lenders named therein, BAS, and the Agent, (the "First
Amendment"), which First Amendment amends that certain Credit Agreement dated
March 19, 1999 by and among the Borrower, the Lender, the other Lenders named
therein, BAS and the Agent (as from time to time may be amended, modified,
supplemented, renewed or extended the "Credit Agreement"), and this Note is one
of the Revolving Credit Notes referred to in and entitled to the benefit of the
Credit Agreement. Capitalized terms used herein but not defined herein shall
have the meanings ascribed to such terms in the Credit Agreement. This Note
amends, restates and increases in its entirety that certain Revolving Credit
Note dated March 19, 1999 from the Borrower to the Lender, in the maximum
principal amount of Fourteen Million Dollars ($14,000,000) (the "Original
Note"). It is expressly agreed that the indebtedness evidenced by the Original
Note has not been extinguished or discharged by this Note, provided, however,
that the full amount due to the Lender pursuant to the Original Note and this
Note combined shall be the amount due to the Lender from the Borrower.
Upon the occurrence of an Event of Default, the principal hereof and
accrued interest hereon may become, or may be declared to be, forthwith due and
payable in the manner, upon the conditions and with the effect provided in the
Credit Agreement.
In addition and not in limitation of the foregoing the Borrower agrees to
pay all reasonable costs and expenses incurred in the collection of this Note,
including reasonable attorneys' fees if this Note is collected by or through an
attorney at law, or in bankruptcy, receivership, or other court proceeding.
Reference is made to Section 2.10 of the Credit Agreement for provisions
relating to the prepayment hereof.
The Borrower hereby waives presentment, demand, notice of dishonor,
protest, and all other notices whatever.
This Note shall be governed by, and construed in accordance with, the laws
of the State of Maryland.
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed by its
duly authorized officer as of the date first above written.
WITNESS/ATTEST: ARGUSS HOLDINGS, INC.
/s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxx Xxxxxx
----------------------------- -------------------------------
Xxxxxxx Xxxxxx, Secretary Name: Xxxxxx Xxxxxx
-------------- -----------------------
Title: Chief Financial Officer
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- 2 -
SCHEDULE TO REVOLVING CREDIT NOTE
Principal Type of Interest Amount &
Date of Loan Amount Loan Period Date Repaid
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EXHIBIT E
AMENDED AND RESTATED REVOLVING CREDIT NOTE
------------------------------------------
$20,400,000 March 22, 2000
FOR VALUE RECEIVED, ARGUSS HOLDINGS, INC. (the "Borrower") hereby promises
to pay to the order of UNION BANK OF CALIFORNIA, N.A. (the "Lender") at the
office of BANK OF AMERICA, N.A. (the "Agent"), or at such other place as may be
designated by the Agent, for the account of the Applicable Lending Office of the
Lender, in lawful money of the United States of America, and in immediately
available funds, (i) on each Interest Payment Date, the unpaid principal amount
outstanding of each Eurodollar Loan and each Base Rate Loan (ii) on the
Revolving Commitment Termination Date, the principal sum of Twenty Million Four
Hundred Thousand Dollars ($20,400,000), or the aggregate unpaid principal amount
outstanding of all Revolving Loans made by the Lender to the Borrower pursuant
to the Credit Agreement (as hereinafter defined), whichever is less, and, prior
to maturity, to pay interest from the date hereof on said principal sum, or the
outstanding balance thereof, whichever is less, in like money and funds, at said
office on the date or dates and at the rates or rates provided for in the Credit
Agreement.
The Lender has been authorized by the Borrower to record on the SCHEDULE
attached to this Note the amount and date of each Revolving Loan made by the
Lender, and the date and amount of each payment of principal thereof received by
the Lender, PROVIDED that the failure by the Lender to make any such endorsement
or any error therein shall not affect the obligations of the Borrower hereunder.
This Note is the Union Bank Replacement Note described in that certain
First Amendment to Credit Agreement of even date herewith by and among, the
Borrower, the Lender, the other Lenders named therein, BAS, and the Agent, (the
"First Amendment"), which First Amendment amends that certain Credit Agreement
dated March 19, 1999 by and among the Borrower, the Lender, the other Lenders
named therein, BAS and the Agent (as from time to time may be amended, modified,
supplemented, renewed or extended the "Credit Agreement"), and this Note is one
of the Revolving Credit Notes referred to in and entitled to the benefit of the
Credit Agreement. Capitalized terms used herein but not defined herein shall
have the meanings ascribed to such terms in the Credit Agreement. This Note
amends, restates and increases in its entirety that certain Revolving Credit
Note dated March 19, 1999 from the Borrower to the Lender, in the maximum
principal amount of Eleven Million Nine Hundred Thousand Dollars ($11,900,000)
(the "Original Note"). It is expressly agreed that the indebtedness evidenced by
the Original Note has not been extinguished or discharged by this Note,
provided, however, that the full amount due to the Lender pursuant to the
Original Note and this Note combined shall be the amount due to the Lender from
the Borrower.
Upon the occurrence of an Event of Default, the principal hereof and
accrued interest hereon may become, or may be declared to be, forthwith due and
payable in the manner, upon the conditions and with the effect provided in the
Credit Agreement.
In addition and not in limitation of the foregoing the Borrower agrees to
pay all reasonable costs and expenses incurred in the collection of this Note,
including reasonable attorneys' fees if this Note is collected by or through an
attorney at law, or in bankruptcy, receivership, or other court proceeding.
Reference is made to Section 2.10 of the Credit Agreement for provisions
relating to the prepayment hereof.
The Borrower hereby waives presentment, demand, notice of dishonor,
protest, and all other notices whatever.
This Note shall be governed by, and construed in accordance with, the laws
of the State of Maryland.
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed by its
duly authorized officer as of the date first above written.
WITNESS/ATTEST: ARGUSS HOLDINGS, INC.
/s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxx Xxxxxx
----------------------------- -------------------------------
Xxxxxxx Xxxxxx, Secretary Name: Xxxxxx Xxxxxx
-------------- -----------------------
Title: Chief Financial Officer
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- 2 -
SCHEDULE TO REVOLVING CREDIT NOTE
Principal Type of Interest Amount &
Date of Loan Amount Loan Period Date Repaid
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EXHIBIT F
AMENDED AND RESTATED REVOLVING CREDIT NOTE
------------------------------------------
$12,700,000 March 22, 2000
FOR VALUE RECEIVED, ARGUSS HOLDINGS, INC. (the "Borrower") hereby promises
to pay to the order of NATIONAL CITY BANK (the "Lender") at the office of BANK
OF AMERICA, N.A. (the "Agent"), or at such other place as may be designated by
the Agent, for the account of the Applicable Lending Office of the Lender, in
lawful money of the United States of America, and in immediately available
funds, (i) on each Interest Payment Date, the unpaid principal amount
outstanding of each Eurodollar Loan and each Base Rate Loan (ii) on the
Revolving Commitment Termination Date, the principal sum of Twelve Million Seven
Hundred Thousand Dollars ($12,700,000), or the aggregate unpaid principal amount
outstanding of all Revolving Loans made by the Lender to the Borrower pursuant
to the Credit Agreement (as hereinafter defined), whichever is less, and, prior
to maturity, to pay interest from the date hereof on said principal sum, or the
outstanding balance thereof, whichever is less, in like money and funds, at said
office on the date or dates and at the rates or rates provided for in the Credit
Agreement.
The Lender has been authorized by the Borrower to record on the SCHEDULE
attached to this Note the amount and date of each Revolving Loan made by the
Lender, and the date and amount of each payment of principal thereof received by
the Lender, PROVIDED that the failure by the Lender to make any such endorsement
or any error therein shall not affect the obligations of the Borrower hereunder.
This Note is the National City Bank Replacement Note described in that
certain First Amendment to Credit Agreement of even date herewith by and among,
the Borrower, the Lender, the other Lenders named therein, BAS, and the Agent,
(the "First Amendment"), which First Amendment amends that certain Credit
Agreement dated March 19, 1999 by and among the Borrower, the Lender, the other
Lenders named therein, BAS and the Agent (as from time to time may be amended,
modified, supplemented, renewed or extended the "Credit Agreement"), and this
Note is one of the Revolving Credit Notes referred to in and entitled to the
benefit of the Credit Agreement. Capitalized terms used herein but not defined
herein shall have the meanings ascribed to such terms in the Credit Agreement.
This Note amends, restates and increases in its entirety that certain Revolving
Credit Note dated March 19, 1999 from the Borrower to the Lender, in the maximum
principal amount of Seven Million Seven Hundred Thousand Dollars ($7,700,000)
(the "Original Note"). It is expressly agreed that the indebtedness evidenced by
the Original Note has not been extinguished or discharged by this Note,
provided, however, that the full amount due to the Lender pursuant to the
Original Note and this Note combined shall be the amount due to the Lender from
the Borrower.
Upon the occurrence of an Event of Default, the principal hereof and
accrued interest hereon may become, or may be declared to be, forthwith due and
payable in the manner, upon the conditions and with the effect provided in the
Credit Agreement.
In addition and not in limitation of the foregoing the Borrower agrees to
pay all reasonable costs and expenses incurred in the collection of this Note,
including reasonable attorneys' fees if this Note is collected by or through an
attorney at law, or in bankruptcy, receivership, or other court proceeding.
Reference is made to Section 2.10 of the Credit Agreement for provisions
relating to the prepayment hereof.
The Borrower hereby waives presentment, demand, notice of dishonor,
protest, and all other notices whatever.
This Note shall be governed by, and construed in accordance with, the laws
of the State of Maryland.
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed by its
duly authorized officer as of the date first above written.
WITNESS/ATTEST: ARGUSS HOLDINGS, INC.
/s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxx Xxxxxx
----------------------------- -------------------------------
Xxxxxxx Xxxxxx, Secretary Name: Xxxxxx Xxxxxx
-------------- -----------------------
Title: Chief Financial Officer
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- 2 -
SCHEDULE TO REVOLVING CREDIT NOTE
Principal Type of Interest Amount &
Date of Loan Amount Loan Period Date Repaid
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