Exhibit 10.1
[PNC BANK LOGO OMITTED]
Second Amendment to Amended
and Restated Credit Agreement and
Amendment to Securities Pledge Agreement
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT TO SECURITIES PLEDGE AGREEMENT (this "Amendment") is made and
effective as of March 4, 2005, by and among COMPUDYNE CORPORATION (the
"Borrower"), the GUARANTORS party to this Amendment (collectively, the
"Guarantors"), the BANKS party to this Amendment and the Credit Agreement
referred to below (collectively and together with PNC and the Agent, the
"Banks") and PNC BANK, NATIONAL ASSOCIATION, individually and in its capacity as
agent for the Banks under the Credit Agreement referred to below (hereinafter
referred to in its individual capacity as "PNC" and in its agent capacity as the
"Agent").
WITNESSETH:
WHEREAS, reference is made to (i) that certain Amended and Restated
Credit Agreement dated March 31, 2004 by and among the Borrower, CorrLogic, Inc.
("CorrLogic"), Fiber Sensys, Inc. ("Fiber Sensys"), Tiburon, Inc., formerly New
Tiburon, Inc. ("Tiburon"), Xxxxxxx Security Group, Inc. ("Xxxxxxx"), Norshield
Corporation ("Norshield"), Quanta Systems Corporation ("Quanta"), SecureTravel,
Inc. ("SecureTravel") (Borrower, CorrLogic, Fiber Sensys, Tiburon, Xxxxxxx,
Norshield, Quanta and SecureTravel are collectively the "Original Loan
Parties"), the Banks party thereto and the Agent, as amended by that Amendment
to Amended and Restated Credit Agreement dated as of October 29, 2004 (as the
same may be further amended, restated, supplemented or modified from time to
time, the "Credit Agreement") pursuant to which PNC, as the sole Bank thereunder
as of the date hereof, has made available to the Borrower a $10,000,000 original
principal amount revolving credit facility (including an $8,000,000 letter of
credit subfacility and a $500,000 swing line of credit) (the "Revolving Credit
Facility") and (ii) that Fifth Amended and Restated Revolving Credit Note
(Revolving Credit Facility A) of the Borrower in favor of PNC Bank, National
Association in the stated principal amount of $10,000,000 dated October 29, 2004
(the "Note") evidencing its obligations under the Revolving Credit Facility, the
Credit Agreement and the Loan Documents;
WHEREAS, the Borrower, the Guarantors, the Agent and PNC, as the sole
Bank as of the date hereof, desire to (A) amend the Credit Agreement (i) to
recognize and give effect under the Credit Agreement and the Loan Documents to a
reorganization of certain of the Original Loan Parties, (ii) to amend certain of
the financial reporting obligations of the Borrower, (iii) to waive certain
covenant violations, (iv) to amend the Applicable Margin under the Credit
Agreement, (iv) to modify the marketable investments collateral coverage
requirements, (v) to delete the minimum EBITDA financial covenant and (vi) to
make certain other technical and conforming modifications to the terms and
provisions of the Credit Agreement and (B) make a conforming change to that
Pledge Agreement (Stocks, Bonds and Commercial Paper) from Borrower in favor of
PNC dated as of February 4, 2005 (the "Securities Pledge Agreement").
-4-
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and intending to be legally bound hereby, the parties hereto agree as
follows:
1. Amendments to Credit Agreement and Securities Pledge Agreement. The Credit
Agreement and the Securities Pledge Agreement are amended as set forth in
Exhibit A. Any and all references to the Credit Agreement and the
Securities Pledge Agreement in the Note or any of the other Loan Documents
shall be deemed to refer to the Credit Agreement and the Securities Pledge
Agreement as amended hereby. All references in this Amendment, the Credit
Agreement, the Note and the other Loan Documents to the "Loan Documents"
shall also include the LLC Pledge Agreements, the Post-Reorganization
Security Agreement, the Post-Reorganization Guaranty (all as hereinafter
defined) and the Securities Pledge Agreement. Any initially capitalized
terms used in this Amendment without definition shall have the meanings
assigned to those terms in the Credit Agreement.
2. Incorporation into Credit Agreement. This Amendment is deemed incorporated
into the Note and the other Loan Documents. To the extent that any term or
provision of this Amendment is or may be deemed expressly inconsistent with
any term or provision in any Loan Document, the terms and provisions hereof
shall control.
3. Representations. In order to induce the Banks and the Agent to enter into
this Amendment and agree to the transactions herein specified, the Borrower
and the Guarantors represent and warrant as follows:
(a) All corporate and other actions, consents or authorizations which
may be necessary or appropriate for the execution, delivery of
and compliance with this Amendment and all documents and
instruments herein set forth have been taken or obtained. Upon
their execution and delivery by the Borrower and the Guarantors,
this Amendment and such other documents and instruments will
constitute the valid and legally binding obligations of the
Borrower and the Guarantors, enforceable against the Borrower and
the Guarantors in accordance with their respective terms.
(c) As of the date hereof, no Event of Default (as defined in the
Credit Agreement or the Securities Pledge Agreement) or any
event, fact or circumstance which, with the passage of time or
the giving of notice, or both, would constitute an Event of
Default, has occurred and is continuing under the Credit
Agreement or the Securities Pledge Agreement, as amended hereby.
(d) All representations and warranties of the Borrower and the
Guarantors to the Agent and the Banks as set forth in the Credit
Agreement and each of the Loan Documents (as defined in the
Credit Agreement), as amended hereby, are true and correct in all
material respects as of the date hereof as if fully set forth
herein at length (except to the extent that such representations
and warranties relate expressly to an earlier date, in which case
such representations and warranties shall be true and correct in
all materials respects as of such earlier date), or except to the
extent such representations and warranties may be affected by the
Loan Party Reorganization Transactions (as defined and described
in Section 7 of this Amendment).
-5-
(e) None of the Borrower or any of the Guarantors has any defense,
set-off, claim or counterclaim to or against, or with respect to,
full and prompt payment and performance by Borrower of all of
Borrower's and Guarantors' Obligations to Agent or any of the
Banks under the Credit Agreement and under the Loan Documents as
of the date hereof and, if applicable, as reaffirmed hereby.
4. Borrower Confirmation. The Borrower hereby acknowledges and, to the extent
applicable, confirms that any collateral for the Obligations, including but
not limited to liens, security interests, mortgages, and pledges granted by
the Borrower, the Original Loan Parties, the Guarantors or third parties
(if applicable), shall continue unimpaired and in full force and effect
notwithstanding this Amendment and the consummation of the Loan Party
Reorganization Transactions.
5. Guarantor Reaffirmation. The Guarantors hereby (i) affirm, acknowledge and
agree that their respective guaranty agreements, security agreements and
all other collateral security documents and instruments in favor of the
Agent for the benefit of the Banks continue in full force and effect with
respect to the Obligations, as modified and amended by this Amendment, and
the Note notwithstanding this Amendment and the consummation of the Loan
Party Reorganization Transactions and (ii) covenant, agree and affirm that
their respective duties, liabilities and obligations, as well as the
effectiveness, lien and priority of the all security interests, mortgages,
pledges, assignments, subordination agreements and other collateral rights
previously given to the Bank prior to the consummation of the Loan Party
Reorganization Transactions pursuant to the Loan Documents or otherwise,
shall continue in full force and effect following consummation of the Loan
Party Reorganization Transactions and are hereby ratified and affirmed.
Each Guarantor hereby acknowledges and affirms that it has and will
continue to realize tangible and significant direct economic benefit from
the transactions described in the Credit Agreement, as amended hereby, the
Note and the other Loan Documents and hereby irrevocably and
unconditionally acknowledge the receipt of good and valuable consideration
for the execution, delivery and continued effectiveness of their respective
guaranty agreements and collateral documents.
6. Release of Agent and Banks. As additional consideration for the Agent's and
the Banks' entering into this Amendment, the Borrower and each Guarantor
hereby fully and unconditionally releases and forever discharges the Agent
and the Banks, their respective agents, employees, directors, officers,
attorneys, branches, affiliates, subsidiaries, successors and assigns and
all persons, firms, corporations and organizations acting on any of their
respective behalves (the "Released Parties") of and from any and all
claims, liabilities, demands, obligations, damages, losses, actions and
causes of action whatsoever which the Borrower or any Guarantor may now
have or claim to have against the Agent or any Bank or any other Released
Parties as of the date hereof, whether presently known or unknown and of
any nature and extent whatsoever, including, without limitation, on account
of or in any way affecting, concerning or arising out of or founded upon
the Credit Agreement, this Amendment, any of the Loan Documents or the Loan
Party Reorganization Transactions, including but not limited to all such
loss or damage of any kind heretofore sustained or that may arise as a
consequence of the dealings between the parties up to and including the
date hereof, including but not limited to, the administration or
enforcement of the Loans, the Note, any and all prior or restated notes,
the Obligations or any of the Loan Documents. The obligations of the
Borrower and the Guarantors under the Loan Documents and this Amendment
shall be absolute and unconditional and shall remain in full force and
effect without regard to, and shall not be released, discharged or in any
way affected by:
(i) any exercise or nonexercise of any right, remedy, power or
privilege under or in respect of this Amendment, any Loan
Document, any document relating to or evidencing any of the
Agent's or any Bank's liens or applicable law, including, without
limitation, any waiver, consent (other than the consents to the
Loan Party Reorganization Transactions set forth in Section 7 of
this Amendment), extension, indulgence or other action or
inaction in respect thereof; or
-6-
(ii) any other act or thing or omission or delay to do any other act
or thing which could operate to or as a discharge of the Borrower
or any Guarantor as a matter of law, other than payment in full
of all Obligations, including, but not limited to, all
obligations under the Loan Documents and this Amendment.
The Borrower and each of the Guarantors further agree to indemnify and
hold the Agent and the Banks and their respective officers, directors,
attorneys, agents and employees harmless from any loss, damage,
judgment, liability or expense (including attorneys' fees) suffered by
or rendered against the Agent or the Banks, or any of them, on account
of any claims arising out of or relating to the Obligations. The
Borrower and each of the Guarantors further state that they have
carefully read the foregoing release and indemnity, know the contents
thereof and grant the same as their own free act and deed.
7. Consent to Original Loan Party Reorganization; Certain Waivers.
Notwithstanding any covenant (other than a potential violation of the
financial covenants after giving effect to the foregoing Loan Party
Reorganization Transactions), term or condition of the Credit Agreement or
the other Loan Documents, PNC, as Agent and sole Bank, hereby consents to
the following reorganization of the Original Loan Parties (the "Loan Party
Reorganization Transactions"), subject, however, to the terms and
conditions of this Amendment:
(a) The merger of Norshield into Xxxxxxx with the result that all
assets and liabilities of Norshield shall become assets and
liabilities of Xxxxxxx and Xxxxxxx shall remain a wholly owned
subsidiary of the Borrower;
(b) The change of name of Tiburon to "CompuDyne - Public Safety &
Justice, Inc." ("Public Safety"), which shall remain a
wholly-owned subsidiary of Borrower;
(c) The conversion of Fiber Sensys into Fiber Sensys, LLC, a
Delaware limited liability company ("Fiber Sensys, LLC"), with
the result that all assets and liabilities of Fiber Sensys
shall continue as assets and liabilities of Fiber Sensys, LLC
and Fiber Sensys LLC shall be wholly-owned by Borrower;
(d) The conversion of CorrLogic into CorrLogic, LLC, a Delaware
limited liability company ("CorrLogic, LLC"), with the result
that all assets and liabilities of CorrLogic shall continue as
assets and liabilities of CorrLogic, LLC, and the contribution
by the Borrower of 100% of the equity ownership interests in
CorrLogic, LLC to Public Safety;
(e) The (i) joinder by CompuDyne - Integrated Electronics
Divisions, LLC, a Delaware limited liability company ("CIED,
LLC") as a Loan Party to the Credit Agreement and the other
Loan Documents and (ii) the merger by Quanta into CIED, LLC
(which merger shall occur prior to May 1, 2005), with the
result that all assets and liabilities of Quanta shall
continue as assets and liabilities of CIED, LLC as a Loan
Party under the Credit Agreement and the other Loan Documents
and CIED, LLC shall be wholly owned by the Borrower.
In addition and in consideration for the agreements and covenants of
the Borrower and the Guarantors set forth herein, PNC, as Agent and
sole Bank, hereby grants a waiver of the following covenant violations
under the Credit Agreement existing as of the date hereof, and PNC, as
Agent and sole Bank hereby further agrees that it will not exercise any
remedies or rights to which it might otherwise be entitled under the
Loan Documents solely with respect to or arising from such covenant
violations:
-7-
(i) the dissolution and liquidation by Borrower of
SecureTravel and the cessation of its existence; and
(ii) the failure of the Borrower to maintain the minimum
EBITDA as of December 31, 2004 required by Section 8.2.19 of the Credit
Agreement.
Except as expressly set forth in the foregoing Subsections 7(a) - (e)
and in the immediately preceding clauses (i) and (ii), these consents
and waivers shall not constitute (a) a modification or an alteration of
any of the terms, conditions or covenants of the Credit Agreement or
any of the Loan Documents, all of which remain in full force and
effect, or (b) a waiver, release or limitation upon the Agent's or the
Banks' exercise of any of their rights and remedies thereunder, all of
which are hereby expressly reserved. These consents and waivers shall
not relieve or release the Borrower or the Guarantors in any way from
any of their respective duties, obligations, covenants or agreements
under the Credit Agreement or the other Loan Documents or from the
consequences of any covenant violations or any Event of Default
thereunder, except as expressly set forth above in this Section 7.
Theses consents and waivers shall not obligate the Agent or the Banks,
or be construed to require the Banks, to grant any other consents or to
waive any other covenant, term or condition of the Credit Agreement or
any of the other Loan Document or any Event of Default or defaults,
whether now existing or which may occur after the date of this waiver.
8. Guarantor Joinder. CIED, LLC, by execution hereof and the
Post-Reorganization Guaranty (as defined below) hereby becomes a Loan Party
to the Credit Agreement and a Guarantor to the Credit Agreement and the
Loan Documents.
9. Borrower Pledge Agreement. The Borrower and the Agent are parties to that
certain Pledge Agreement dated as of November 16, 2001 ("Borrower Pledge
Agreement") pursuant to which the Borrower pledged certain Pledged
Collateral (as defined in the Pledge Agreement), including, without
limitation, Borrower's ownership interest in 100% of the issued and
outstanding shares of Fiber Sensys, Corrlogic and Quanta (collectively, the
"Reorganization Pledged Collateral"). In connection with the Loan Party
Reorganization Transactions, (i) Fiber Sensys is being converted into Fiber
Sensys, LLC, (ii) CorrLogic is being converted into CorrLogic, LLC and the
Borrower is contributing 100% of the membership interests of CorrLogic to
Public Safety, and (iii) Quanta is being merged with and into CIED, LLC
pursuant to which CIED, LLC is acquiring 100% of the issued and outstanding
stock of Quanta. In order to effectuate the Loan Party Reorganization
Transactions, the Agent hereby releases, subject to the delivery by the
Borrower and Public Safety of the LLC Pledge Agreements required by Section
9(b) below, the Reorganization Pledged Collateral and shall promptly return
all original certificates evidencing the Reorganization Pledged Collateral
delivered by the Borrower pursuant to the Pledge Agreement. In order to
evidence the new composition of the Pledged Collateral, the revised
Schedule A to the Pledge Agreement attached hereto shall be substituted for
the existing Schedule A currently attached to the Pledge Agreement.
10. Additional Conditions and Covenants. The following agreements and covenants
constitute additional and substantial consideration for the Banks'
agreement to effect the waiver and the amendments to the Credit Agreement
set forth herein:
-8-
(a) The Borrower shall reimburse the Agent for its reasonable out
of pocket fees and expenses incurred in connection with this
Amendment and the Loan Party Reorganization Transactions,
including, without limitation, its attorney fees and expenses.
(b) The Borrower and the Guarantors shall deliver duly executed
and legally enforceable Limited Liability Company Interest
Pledge Agreements substantially in the form attached hereto as
Exhibit B, as follows (the "LLC Pledge Agreements"):
(i) Public Safety, with respect to its limited liability
company ownership interests in CorrLogic, LLC;
(ii) Borrower, with respect to its limited liability company
ownership interests in Fiber Sensys, LLC; and
(iii) Borrower, with respect to its limited liability company
ownership interests in CIED, LLC.
(c) Each of Public Safety, Fiber Sensys, LLC, CorrLogic, LLC and
CIED, LLC shall execute and deliver to the Agent on behalf of
the Banks (A) a Post-Reorganization Guaranty and Suretyship
Agreement (the "Post-Reorganization Guaranty") substantially
in the form attached hereto as Exhibit C and (B) a
Post-Reorganization Guaranty Security Agreement substantially
in the form attached hereto a Exhibit D (the
"Post-Reorganization Security Agreement").
(d) There shall be filed in the applicable public offices such new
UCC financing statements and amendments to existing UCC
financing statements in favor of the Agent on behalf of the
Banks as the Agent may determine in its sole discretion to be
necessary or appropriate to perfect, continue or reaffirm the
Agent's security interests under the Loan Documents,
including, without limitation, the Post-Reorganization
Security Agreement, with respect to the Loan Party
Reorganization Transactions described in this Amendment.
(e) The Borrower and the Guarantors shall deliver to the Agent
true, correct and complete copies of all merger, conversion or
other corporate/limited liability company organizational or
amendatory documents, instruments, certificates and filings
relating to, evidencing, effectuating or perfecting the Loan
Party Reorganization Transactions, including all resolutions
of all of the boards of directors of the Loan Parties adopted
in connection with the same, all of which shall be in form and
substance acceptable to the Agent and its counsel.
(f) The Borrower and the Guarantors shall deliver to the Agent (i)
good standing certificates from the respective jurisdictions
of incorporation or organization of the Borrower and each of
the Loan Parties, as constituted following consummation of the
Loan Party Reorganization Transactions, (ii) certified copies
of the certificates or articles of organization/formation of
each of CIED, LLC, CorrLogic, LLC and Fiber Sensys, LLC from
their respective jurisdictions of organization/formation and
(iii) Secretary's Certificates from the Borrower and each of
the Guarantors affected by the Loan Party Reorganization
Transactions setting forth or attaching (A) true, accurate and
complete copies of the directors', managers' or members'
authorizations regarding execution and delivery of this
Amendment, the Post-Reorganization Guaranty, the
Post-Reorganization Security Agreement, the LLC Pledge
Agreements and all other documents, instruments and agreements
described herein or executed or delivered in connection
herewith, as well as the consummation of the transactions
herein and therein described and (B) the incumbency and
authority of the officers, managers or members executing the
same on behalf of the Borrower or the Guarantors, as
applicable.
-9-
(g) The Borrower and the Guarantors shall deliver to the Agent
such UCC, judgment and lien searches required by the Agent
against each of Tiburon, Fiber Sensys, CorrLogic and Quanta
showing no liens, security interests, judgments, lawsuits,
encumbrances or any other charge or potential charge against
such entities or any of their respective assets or properties
other than those in favor of the Agent for the benefit of the
Banks, Permitted Liens or those to which the Agent may
expressly consent in writing.
(h) The Borrower and the Guarantors shall have complied with such
other conditions and requirements, including, without
limitation, the execution and delivery of further
reaffirmation documents, instruments and agreements, that the
Agent may reasonably require.
11. Counterparts. This Amendment may be signed in any number of counterpart
copies and by the parties hereto on separate counterparts, but all such
copies shall constitute one and the same instrument.
12. Binding Effect. This Amendment will be binding upon and inure to the
benefit of the Borrower, the Guarantors, the Banks and the Agent and their
respective heirs, executors, administrators, successors and assigns.
13. Representation by Counsel. The Borrower and each Guarantor represents and
warrants that they are represented by legal counsel of their choice, and
that their counsel has had the opportunity to review this Amendment, that
they are fully aware of the terms contained herein and that they have
voluntarily and without coercion or duress of any kind or nature whatsoever
entered into this Amendment. The provisions of this Amendment shall survive
the execution and delivery of this Amendment.
14. LIMITATION ON DAMAGES. NEITHER THE AGENT, ANY BANK NOR ANY AGENT OR
ATTORNEY FOR OR OF THE AGENT OR ANY BANK SHALL BE LIABLE TO THE BORROWER OR
ANY GUARANTOR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES
ARISING FROM ANY BREACH OF CONTRACT, TORT OR OTHER WRONG RELATING TO THE
ESTABLISHMENT, ADMINISTRATION OR COLLECTION OF THE OBLIGATIONS, AS DEFINED
IN ANY LOAN DOCUMENT OR THE ACTION OR INACTION OF THE AGENT OR ANY BANK OR
THE BORROWER OR ANY GUARANTOR UNDER THIS AMENDMENT OR ANY LOAN DOCUMENT OR
OTHERWISE.
-10-
15. Ratification of Loan Documents. Except as waived or amended hereby, the
terms and provisions of the Loan Documents remain unchanged and in full
force and effect, and are hereby ratified and affirmed. Except as expressly
provided herein, this Amendment shall not constitute an amendment, waiver,
consent or release with respect to any provision of any Loan Document, a
waiver of any default or Event of Default thereunder, or a waiver or
release of any of the Banks' rights and remedies (all of which are hereby
reserved). The Borrower and each of the Guarantors expressly ratify and
confirm the confession of judgment (if applicable) and waiver of jury trial
provisions contained in the Loan Documents as if set forth herein in their
entirety as of the date hereof.
[THIS SPACE INTENTIONALLY LEFT BLANK -
SIGNATURE PAGE IMMEDIATELY FOLLOWS]
-11-
[SIGNATURE PAGE TO SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
AND AMENDMENT TO SECURITIES PLEDGE AGREEMENT]
WITNESS the due execution hereof as of the day and year first above written.
COMPUDYNE CORPORATION COMPUDYNE - INTEGRATED
ELECTRONICS DIVISIONS, LLC successor
by merger to QUANTA SYSTEMS CORPORATION
By:
---------------------------------------
Title: CFO-Treasurer By:
-----------------------------------
Title:
CORRLOGIC, LLC,
formerly CORRLOGIC, INC.
QUANTA SYSTEMS CORPORATION
By:
---------------------------------------
Title:
By:
FIBER SENSYS, LLC, -----------------------------------
formerly FIBER SENSYS, INC. Title:
By:
--------------------------------------- PNC BANK, NATIONAL ASSOCIATION,
Title: as a Bank and as Agent
COMPUDYNE - PUBLIC SAFETY &
JUSTICE, INC., formerly TIBURON, INC.
By:
-----------------------------------
Title: Vice President
By:
---------------------------------------
Title: Vice President
XXXXXXX SECURITY GROUP, INC.,
for itself and as successor
by merger to NORSHIELD CORPORATION
By:
---------------------------------------
Title: Vice President
AMENDMENTS TO CREDIT AGREEMENT
AND SECURITIES PLEDGE AGREEMENT
EXHIBIT A
The Credit Agreement and the Securities Pledge Agreement are hereby
amended as follows:
I. Background to Amendment
--------------------------------
The Borrower, the Guarantors, the Banks and the Agent desire to (A)
amend the Credit Agreement (i) to recognize and give effect under the Credit
Agreement and the Loan Documents to the Loan Party Reorganization Transactions,
(ii) to amend certain of the financial reporting obligations of the Borrower,
(iii) to waive certain covenant violations, (iv) to amend the Applicable Margin
under the Credit Agreement, (iv) to modify the marketable investments collateral
coverage requirements, (v) to delete the minimum EBITDA financial covenant and
(vi) to make certain other technical and conforming modifications to the terms
and provisions of the Credit Agreement regarding the Bank's outstanding Letter
of Credit to Regions Bank, as trustee, supporting Industrial Development Board
of the City of Xxxxxxxxxx Series 1999 Revenue Bonds for Xxxxxxx and (B) make a
conforming change to the Securities Pledge Agreement.
II. Credit Agreement Amendments
------------------------------------
(A) The Loan Party Reorganization Transactions described in the
Amendment are incorporated into the Credit Agreement. References to the
"Guarantors" in the Credit Agreement shall mean and refer to the Guarantors as
constituted after consummation of the Loan Party Reorganization Transactions who
are signatory parties to the Amendment and each other Person who may hereafter
join in the Credit Agreement as a Guarantor pursuant to Section 11.18 of the
Credit Agreement. The Amended and Restated Schedules 6.1.1, 6.1.3 and 6.1.17
attached to this Exhibit A set forth the organizational, ownership and
capitalization information regarding the Guarantors as constituted following
consummation of the Loan Party Reorganization Transactions and are hereby
substituted in replacement of Schedules 6.1.1, 6.1.3 and 6.1.17 currently
attached to the Credit Agreement.
(B) The definition of "Liquidity Period" set forth in Section 1.1 is
deleted and restated in its entirety as follows:
"Liquidity Period" shall mean, with respect to the First Xxxxxxx Letter
of Credit or the Second Xxxxxxx Letter of Credit the period beginning
on the date of the issuance by the Agent of such Letter of Credit and
terminating on the first to occur of (i) the date such Letter of Credit
terminates in accordance with its terms, (ii) the first date on which
there are no longer any Norment Bonds or 1999 Norment Bonds, as the
case may be, outstanding other than Norment Bonds or 1999 Norment Bonds
secured by an alternate letter of credit, or (iii) the date the
Liquidity Period is terminated pursuant to Section 9.2.1."
EXHIBIT A-1
(C) The following new Section 2.8.11 is added:
"2.8.11. Special Provisions for First Xxxxxxx Letter of Credit.
2.8.11.1 The Loan Parties hereby request the issuance, as a
Letter of Credit under the Letter of Credit Subfacility provided in
this Section 2.8, of an Irrevocable Letter of Credit (No. S243626SCP)
in the face amount of $1,847,300, representing a principal component of
$1,820,000 and an interest component of $27,300 based upon 45 days'
interest at an assumed maximum rate of 12% per annum, for the benefit
of Xxxxxxx dated November 16, 2001 (the "First Xxxxxxx Letter of
Credit") in favor of Regions Bank, as trustee (the 1999 Trustee") to
support $2,100,000 of Variable/Fixed Rate Industrial Development
Revenue Bonds (Xxxxxxx Industries, Inc. Project) Series 1999 (the "1999
Norment Bonds") issued by The Industrial Development Board of the City
of Xxxxxxxxxx (the "Issuer") pursuant to a Trust Indenture between the
1999 Trustee and the Issuer dated as of August 1, 1999 (the "1999 Trust
Indenture"). The First Xxxxxxx Letter of Credit shall be in the form,
and be governed by the terms of, the letter of credit attached hereto
as Exhibit 2.8.11.1 and such Exhibit and the provisions of this
Subsection 2.8.11 shall control with respect to the First Xxxxxxx
Letter of Credit and the Loan Parties' Obligations relating thereto. In
the event of a conflict between the terms and provisions applicable to
the First Xxxxxxx Letter of Credit by virtue of this Subsection 2.8.11,
and any other provisions of this Agreement or the other Loan Documents,
Subsection 2.8.11 shall control. All capitalized terms used in this
Subsection 2.8.11 and not otherwise defined shall have the meaning
ascribed to such terms in the First Xxxxxxx Letter of Credit.
The First Xxxxxxx Letter of Credit shall be effective on its
date of issuance and shall expire at 5:00 p.m. on the Stated Expiration
Date. On or prior to the Stated Expiration Date and on each anniversary
date thereafter, the Agent may, upon the written request of the
Borrower given to the Agent not more than one hundred twenty (120) days
nor less than sixty (60) days prior to such anniversary date, elect, at
its sole option, to extend the Stated Expiration Date with respect to
the First Xxxxxxx Letter of Credit for one additional year, it being
understood that the Agent shall have no obligation to grant any such
extension. Any such extension shall be subject to the mutual agreement
of the Borrower and the Agent as to any fees to be applicable to the
period of extension.
2.8.11.2 The Borrower hereby agrees to pay or cause to be paid
to the Agent on behalf of the Banks with respect to draws by the 1999
Trustee under the First Xxxxxxx Letter of Credit:
EXHIBIT A-2
(i) a sum equal to each amount drawn under the First Xxxxxxx
Letter of Credit by a B Drawing, on the same Business Day that such
draw is honored, but not before the draw is honored;
(ii) a sum equal to each amount drawn against the Interest
Portion of the Stated Amount by a C Drawing (A) in the case of any such
amount drawn on an Interest Payment Date (as defined in the 1999 Trust
Indenture) of the 1999 Norment Bonds being purchased with the proceeds
of such C Drawing, the same Business Day that such draw is honored but
not before the draw is honored, and (B) in all other cases, on the
first to occur of (1) the first Business Day of the first calendar
month following the calendar month in which such draw is honored, (2)
the date on which the 1999 Norment Bonds purchased with the proceeds of
such C Drawing are remarketed by the then current remarketing agent for
the 1999 Norment Bonds (the "Remarketing Agent") and the proceeds
thereof delivered to the 1999 Trustee, (3) the date on which the 1999
Norment Bonds purchased with the proceeds of such C Drawing are
redeemed or otherwise paid in full, or (4) the date the Liquidity
Period terminates;
(iii) a sum equal to each amount drawn against the Principal
Portion of the Stated Amount by a C Drawing, on the first to occur of
(A) the date on which the 1999 Norment Bonds purchased with the
proceeds of such C Drawing are remarketed by the Remarketing Agent and
the proceeds thereof are delivered to the 1999 Trustee, (B) the date on
which the 1999 Norment Bonds purchased with the proceeds of such C
Drawing are redeemed or otherwise paid in full, or (C) the date the
Liquidity Period terminates; and
(iv) a sum equal to each amount drawn under the Xxxxxxx Letter
of Credit by an A Drawing, on the same Business Day after such draw is
honored.
All sums payable to the Agent and the Banks under this
Subsection 2.8.11.2 shall bear interest, from the date the
corresponding draw is honored under the First Xxxxxxx Letter of Credit
until such sums are paid in full (it being understood and agreed that
any sum paid to the Agent after 12:00 noon, Pittsburgh time, on a
Business Day shall bear interest as if it was paid at 9:00 a.m. on the
next following Business Day), at a rate equal to the Base Rate Option
plus Applicable Margin. Interest accruing pursuant to this Subsection
2.8.11.2 shall be due and payable on the first Business Day of each
calendar month after the date the corresponding draw is honored under
the First Xxxxxxx Letter of Credit and on the date the respective sum
is paid.
2.8.11.3 The First Xxxxxxx Letter of Credit shall be subject
to reinstatement, reduction and transfer as set forth therein.
2.8.11.4 Without the prior written consent of the Required
Banks, the Borrower shall not redeem, or give any notice under the 1999
Trust Indenture or any other document relating to the 1999 Norment
Bonds of its intention to redeem any of the 1999 Norment Bonds pursuant
to the optional redemption provisions thereof, if the 1999 Trustee
would be permitted or required under the Indenture to draw under the
First Xxxxxxx Letter of Credit for the purpose of obtaining funds to
effect such redemption.
EXHIBIT A-3
Notwithstanding the foregoing, unless otherwise directed to
the contrary by the Agent with the approval of the Required Banks, on
each August 1 (or on the first Business Day following August 1 if
August 1 is not a Business Day) commencing August 1, 2000, the Borrower
shall cause $140,000 in aggregate principal amount of 1999 Norment
Bonds to be redeemed pursuant to the provisions of Sections 6.01(a) and
(d) of the 1999 Trust Indenture, until such time as no 1999 Norment
Bonds remain outstanding under the 1999 Trust Indenture. Further, in
order to provide funds to reimburse the Bank for drawings on the First
Xxxxxxx Letter of Credit to pay the principal of 1999 Norment Bonds
redeemed pursuant to the requirements of this Section 2.8.11.4, the
Borrower shall deposit, or cause to be deposited, $35,000 in the Bond
Fund under the 1999 Trust Indenture on November 1, 1999, and on the
first day of each February, May, August and November thereafter.
2.8.11.5 The Borrower will obtain the consent of the Required
Banks whenever the consent of the 1999 Trustee is required to be
obtained under the 1999 Trust Indenture or any document, instrument or
agreement relating to the 1999 Norment Bonds (the "1999 Norment Bond
Documents"). The Borrower will not consent to or enter into any
amendment of or supplement to the 1999 Norment Bond Documents without
the consent of the Required Banks.
2.8.11.6(a) To secure the Borrower's obligations to the Banks
under this Agreement with respect to the First Xxxxxxx Letter of Credit
(as well as all other Letters of Credit issued hereunder), the Borrower
hereby pledges and assigns to the Agent on behalf of the Banks, and
grants to the Agent on behalf of the Banks, a security interest in, all
of the Borrower's right, title and interest, now owned or hereafter
acquired, in and to any and all 1999 Norment Bonds which (a) have been
tendered for purchase pursuant to tender option provisions of the 1999
Norment Bonds and the 1999 Trust Indenture (or under any other
provision of any indenture related to any other Letter of Credit), and
(b) have not been successfully remarketed by the Remarketing Agent
prior to 11:00 a.m. on the date of purchase thereof pursuant to such
tender (collectively, the "Unremarketed Tendered 1999 Bonds") (together
with all income therefrom and proceeds thereof) purchased pursuant to
the 1999 Trust Indenture with the proceeds of a C Drawing presented
under the First Xxxxxxx Letter of Credit for which neither (i) full
reimbursement has been made to the Agent on behalf of the Banks, nor
(ii) the 1999 Trustee holds sufficient funds which, pursuant to the
1999 Trust Indenture (or other indenture), the 1999 Trustee (or other
trustee) is required to apply on behalf of the Borrower to reimburse
the Bank in full for such C Drawing on the date such C Drawing is paid
by the Agent. Such Unremarketed Tendered 1999 Bonds shall be, and are
hereby, pledged to the Agent as agent for the Banks, registered in its
name as pledgee of the Borrower and delivered to and held by the 1999
Trustee or tender agent as agent for the Agent on behalf of the Banks
under this Subsection 2.8.11.6 or, at the option of the Agent on behalf
of the Banks by written notice to the Borrower and the 1999 Trustee,
the pledged Unremarketed Tendered 1999 Bonds specified in such notice
shall be delivered to and held by the Agent on behalf of the Banks;
provided that, if such pledged Unremarketed Tendered 1999 Bonds are
held in uncertificated form pursuant to an agreement with the
Depository Trust Company, or a successor securities depository, then
such pledge to the Banks shall be recorded in the registration books
maintained by the 1999 Trustee and in the records of ownership
maintained by the securities depository and any participant through
which such Pledged 1999 Bonds are held. Unremarketed Tendered 1999
Bonds which are so pledged and held by the 1999 Trustee or tender agent
as agent for the Agent on behalf of the Banks are herein referred to as
"Pledged 1999 Bonds".
EXHIBIT A-4
(b) Any principal of and interest on Pledged 1999 Bonds which
become due and payable (including any due bills received upon purchase
thereof pursuant to the record date provisions of the 1999 Trust
Indenture or the Bonds) shall be paid to the Agent on behalf of the
Banks. All sums of money so paid to the Agent in respect of Pledged
1999 Bonds shall be credited against the obligation of the Borrower to
reimburse the Agent on behalf of the Banks, with interest, for the
amount drawn with a Tender Draft to fund the purchase of such Pledged
1999 Bonds pursuant to the 1999 Trust Indenture.
(c) If the Borrower pays or causes to be paid in full its
obligation under Subsection 2.8.11.2 for the reimbursement of the
amount (or allocable portion thereof) drawn with a C Drawing to fund
the purchase of Pledged 1999 Bonds pursuant to the 1999 Trust Indenture
(or if the 1999 Trustee has received immediately available funds which,
pursuant to the 1999 Trust Indenture, the 1999 Trustee is required to
pay over promptly to the Agent in an amount sufficient to pay the
Borrower's reimbursement obligation under Subsection 2.8.11.2 with
respect to the amount drawn with such C Drawing to fund the purchase of
such Pledged 1999 Bonds), and provided no Event of Default has occurred
and is continuing, the Agent will release from the pledge of this
Agreement and will deliver, or cause its agent to deliver, such Pledged
1999 Bonds to such person or persons as the 1999 Trustee or the
Borrower may direct. An amount equal to the principal of, plus accrued
interest on, such Pledged 1999 Bonds shall be presumed (absent notice
to the contrary) to be an "amount sufficient" for purposes of this
Subsection 2.8.11.6 (c) and, upon receipt of such amount by the 1999
Trustee for payment to the Agent as aforesaid, the 1999 Trustee shall
be automatically authorized to deliver such Pledged 1999 Bonds as
aforesaid free from the pledge of this Agreement, unless the 1999
Trustee has received from the Agent written notice or telephonic notice
(which shall thereafter be confirmed in writing) that such release
shall not occur.
EXHIBIT A-5
(d) Neither the Agent nor the Banks shall be liable for
failure to collect or realize upon the obligations secured by the
Pledged 1999 Bonds or any collateral security or guarantee therefor, or
any part thereof, or for any delay in so doing, and neither the Agent
nor the Banks shall be under any obligation to take any action
whatsoever with regard thereto.
(e) The Borrower represents and warrants to the Agent and the
Banks that the pledge, assignment and delivery of Pledged 1999 Bonds
pursuant to this Section 2.8.11.6 will create a valid first lien on and
a first-perfected security interest in, all right, title and interest
of the Borrower in and to the Pledged 1999 Bonds, and the proceeds
thereof. The Borrower covenants and agrees that it will defend the
Agent's and the Banks' right, title and security interest in and to the
Pledged 1999 Bonds and the proceeds thereof against the claims and
demands of all persons. In addition to its other rights and remedies
under this Agreement and the 1999 Norment Bond Documents, the Agent,
acting as agent for the Banks, shall have the rights and remedies of a
secured party under the Uniform Commercial Code or other applicable law
with respect to the security interests created by this Subsection."
(D) Section 4.1.1. is deleted and restated in its entirety as follows:
"4.1.1 Revolving Credit Interest Rate Options.
The Borrower shall have the right to select from the following
Interest Rate Options applicable to the Revolving Credit Loans:
(i) Base Rate Option: A fluctuating rate per annum (computed
on the basis of a year of 365 or 366 days, as the case may be, and
actual days elapsed) equal to the Base Rate plus the Applicable Margin,
such interest rate to change automatically from time to time effective
as of the effective date of each change in the Base Rate; or
(ii) Euro-Rate Option: A rate per annum (computed on the basis
of a year of 360 days and actual days elapsed) equal to the Euro-Rate
plus the Applicable Margin.
Anything contained in this Agreement to the contrary
notwithstanding, so long as Borrower is in full compliance with the
Required Coverage covenants sets forth in Section 8.1.15 of this
Agreement, the "Applicable Margin" for purposes of this Section 4.1.1
shall be 100 basis points (1.0%). At all other times, the "Applicable
Margin" shall mean those respective amounts set forth in the pricing
grid contained in the definition of Applicable Margin in Section 1.1
hereof."
(E) Section 8.1.15. is deleted and restated in its entirety as
follows:
8.1.15. Marketable Investments Collateral Coverage.
The Borrower shall at all times maintain a first priority
perfected pledge and collateral assignment of, and security interest in
favor of the Agent, on behalf of the Banks, in cash and marketable
securities acceptable to the Agent, in its sole discretion (which shall
be maintained with such financial institutions, brokerage firms or
other securities intermediaries or custodians as may be acceptable to
the Agent) (the "Investment Collateral"), having a Minimum Margin Value
at all times equal to an amount not less than the sum of (i) the unpaid
aggregate principal balance of all Loans advanced under this Agreement
and (ii) all Letter of Credit Outstandings (the "Required Coverage").
The Banks shall have no obligation to advance any Loans or issue any
Letters of Credit unless and until the Borrower is in full compliance
with the foregoing covenant, and if at any time the value of the
Investment Collateral should for any reason be less than the Required
Coverage, the Borrower shall make an immediate prepayment of the Loans
(or a cash deposit with respect to Letter of Credit Outstandings, as
the case may be) or pledge additional Investment Collateral in an
amount necessary to achieve compliance with said Required Coverage
requirements. The value of all Investment Collateral shall be
calculated as of any date as the market value of such Investment
Collateral determined by the Agent, in its reasonable discretion, and
"Minimum Margin Value" shall be calculated as of any time by
multiplying the Investment Collateral value times ninety percent (90%).
All pledge, assignment and security interest documentation (which shall
include, without limitation, pledge agreements and control or other
custody or perfection agreements as may be required by the Agent) shall
be acceptable to the Agent in it sole discretion.
EXHIBIT A-6
(F) Section 8.3.1 is deleted in its entirety and restated as
follows:
"8.3.1 Quarterly Financial Statements; Monthly Financial
Statements.
As soon as available and in any event within (i) forty-five
(45) calendar days after the end of each of the first three fiscal
quarters in each fiscal year and (ii) thirty (30) calendar days after
the end of each month (except with respect to (A) January, in which
case the time period shall be sixty (60) calendar days and (B) March,
in which case the time period shall be forty-five (45) calendar days),
financial statements of the Borrower, consisting of a consolidated and
consolidating balance sheet as of the end of such fiscal quarter or
calendar month, as applicable, and related consolidated and
consolidating statements of income, stockholders' equity and cash flows
for the fiscal quarter or calendar month, as applicable, then ended and
the fiscal year through that date, all in reasonable detail and
certified (subject to normal year-end audit adjustments) by the Chief
Executive Officer, President or Chief Financial Officer of the Borrower
as having been prepared in accordance with GAAP, consistently applied,
and setting forth in comparative form the respective financial
statements for the corresponding date and period in the previous fiscal
year."
(G) Section 8.2.17 is deleted in its entirety and restated as follows:
8.2.27. Maximum Leverage Ratio.
EXHIBIT A-7
The Loan Parties shall not permit the Leverage Ratio
to exceed 2.0 to 1.0 on or at any time after March 31, 2006.
(H) Section 8.218 is deleted and restated in its entirety as follows:
"8.2.18 Minimum Consolidated Tangible Net Worth.
The Borrower shall not at any time permit its Consolidated Tangible Net
Worth, calculated as of the end of each fiscal quarter for the
preceding four (4) fiscal quarters then ended commencing March 31 2006,
to be less than $51,250,000. On March 31, 2007 and on each March 31
thereafter so long as any Indebtedness is outstanding under the
Revolving Credit Facilities, the Minimum Consolidated Tangible Net
Worth requirement may be adjusted by the Bank to a higher or lower
amount determined by Bank upon notice to Borrower."
(I) Section 8.2.19 [Minimum EBITDA] is deleted in its entirety.
(J) Subsection 9.2.1 is deleted and restated in its entirety as
follows:
"9.2.1 Events of Default Other Than Bankruptcy, Insolvency or
Reorganization Proceedings.
If an Event of Default specified under Sections 9.2.1 through
9.2.13 shall occur and be continuing, the Banks and the Agent shall be
under no further obligation to make Loans or issue Letters of Credit,
or make any Swing Line Loans, as the case may be, and the Agent may,
and upon the request of the Required Banks, shall (i) by written notice
to the Borrower, declare the unpaid principal amount of the Notes
(including all Reimbursement Obligations under Letters of Credit
evidenced thereby) then outstanding and all interest accrued thereon,
any unpaid fees and all other Indebtedness of the Borrower to the Banks
hereunder and thereunder to be forthwith due and payable, and the same
shall thereupon become and be immediately due and payable to the Agent
for the benefit of each Bank without presentment, demand, protest or
any other notice of any kind, all of which are hereby expressly waived,
(ii) by written notice to the Trustee and the 1999 Trustee, as
applicable, the Borrower and the respective Remarketing Agents for the
Norment Bonds and the 1999 Norment Bonds, terminate the Liquidity
Period with respect to the First Xxxxxxx Letter of Credit and/or Second
Xxxxxxx Letter of Credit, (iii) notify the Trustee or the 1999 Trustee,
as applicable, of such Event of Default; direct the Trustee or the 1999
Trustee, as applicable to declare an Event of Default, as defined in
the Trust Indenture or the 1999 Trust Indenture, as applicable,
pursuant to the applicable provisions of the Trust Indenture or the
1999 Trust Indenture; direct the Trustee to draw on the First Xxxxxxx
Letter of Credit and/or Second Xxxxxxx Letter of Credit, as applicable;
and direct the Trustee and/or the 1999 Trustee, as applicable, to
accelerate the maturity of the Norment Bonds and/or the 1999 Norment
Bonds, as applicable, or to effect a mandatory tender of the Norment
Bonds or the 1999 Norment Bonds, as applicable, and (iv) require the
Borrower to, and the Borrower shall thereupon, deposit in a
non-interest-bearing account with the Agent, as cash collateral for its
Obligations under the Loan Documents, an amount equal to the maximum
amount currently or at any time thereafter available to be drawn on all
outstanding Letters of Credit, and the Borrower hereby pledges to the
Agent and the Banks, and grants to the Agent and the Banks a security
interest in, all such cash as security for such Obligations. Upon the
curing of all existing Events of Default to the satisfaction of the
Required Banks (and the Trustee with respect to the Norment Bonds or
the 1999 Trustee with respect to the 1999 Norment Bonds, as
applicable), the Agent shall return such cash collateral to the
Borrower; and"
EXHIBIT A-8
III. Securities Pledge Agreement Amendments.
A. Section 4.1 is deleted and restated in its entirety as follows:
"4.1 Unless otherwise agreed in writing between the Pledgor
and the Secured Party, the Pledgor agrees to maintain at all times
Collateral (of the type listed in Exhibit B attached hereto) having a
minimum Account Value at all times equal to an amount sufficient to
satisfy the Required Coverage (as defined in the Credit Agreement)
requirements of Section 8.1.15 of the Credit Agreement, and to
immediately provide additional Collateral (of the type listed in
Exhibit B attached hereto) to the Secured Party if the Required
Coverage is not as of any time maintained. "Account Value" shall be
calculated AS OF ANY DAY as the market value of the Collateral as
reasonably determined by the Secured Party."
EXHIBIT A-9
STATE OF ____________________________________ )
) SS:
COUNTY OF )
----------------------------------
On this, the _____ day of March, 2005, before me, a Notary Public, the
undersigned officer, personally appeared ______________________________________,
who acknowledged himself/herself to be the ____________________________ of
COMPUDYNE CORPORATION and that he/she, as such officer, being authorized to do
so, executed the foregoing instrument for the purposes therein contained by
signing on behalf of the corporation as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
----------------------------------------------
Notary Public
My commission expires:
STATE OF ___________________________________ )
) SS:
COUNTY OF )
----------------------------------
On this, the _____ day of March, 2005, before me, a Notary Public, the
undersigned officer, personally appeared ______________________________________,
who acknowledged himself/herself to be the ____________________________ of
CORRLOGIC, LLC, formerly CORRLOGIC, INC. and that he/she, as such officer, being
authorized to do so, executed the foregoing instrument for the purposes therein
contained by signing on behalf of the limited liability company as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
----------------------------------------------
Notary Public
My commission expires:
STATE OF _________________________________________ )
) SS:
COUNTY OF )
----------------------------------------
On this, the _____ day of March, 2005, before me, a Notary Public, the
undersigned officer, personally appeared _____________________________________,
who acknowledged himself/herself to be the ____________________________ of FIBER
SENSYS, LLC, formerly, FIBER SENSYS, INC. and that he/she, as such officer,
being authorized to do so, executed the foregoing instrument for the purposes
therein contained by signing on behalf of the limited liability company as such
officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
---------------------------------------------
Notary Public
My commission expires:
STATE OF ___________________________________ )
) SS:
COUNTY OF )
----------------------------------
On this, the _____ day of March, 2005, before me, a Notary Public, the
undersigned officer, personally appeared _____________________________________,
who acknowledged himself/herself to be the ____________________________ of
COMPUDYNE - PUBLIC SAFETY & JUSTICE, INC., formerly TIBURON, INC. and that
he/she, as such officer, being authorized to do so, executed the foregoing
instrument for the purposes therein contained by signing on behalf of the
corporation as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
----------------------------------------------
Notary Public
My commission expires:
STATE OF ___________________________________ )
) SS:
COUNTY OF )
----------------------------------
On this, the _____ day of March, 2005, before me, a Notary Public, the
undersigned officer, personally appeared _______________________________, who
acknowledged himself/ herself to be the ____________________________ of XXXXXXX
SECURITY GROUP, INC. and that he/she, as such officer, being authorized to do
so, executed the foregoing instrument for the purposes therein contained by
signing on behalf of the corporation as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
---------------------------------------------
Notary Public
My commission expires:
STATE OF ____________________________________ )
) SS:
COUNTY OF )
----------------------------------
On this, the _____ day of March, 2005, before me, a Notary Public, the
undersigned officer, personally appeared
_______________________________________, who acknowledged himself/herself to be
the ____________________________ of COMPUDYNE - INTEGRATED ELECTRONICS
DIVISIONS, LLC, successor to QUANTA SYSTEMS CORPORATION and that he/she, as such
officer, being authorized to do so, executed the foregoing instrument for the
purposes therein contained by signing on behalf of the limited liability company
as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
----------------------------------------------
Notary Public
My commission expires:
STATE OF ____________________________________ )
) SS:
COUNTY OF )
----------------------------------
On this, the _____ day of March, 2005, before me, a Notary Public, the
undersigned officer, personally appeared
_______________________________________, who acknowledged himself/herself to be
the ____________________________ of QUANTA SYSTEMS CORPORATION and that he/she,
as such officer, being authorized to do so, executed the foregoing instrument
for the purposes therein contained by signing on behalf of the corporation as
such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
---------------------------------------------
Notary Public
My commission expires:
COMMONWEALTH OF PENNSYLVANIA )
) SS:
COUNTY OF )
----------------------------------
On this, the _____ day of March, 2005, before me, a Notary Public, the
undersigned officer, personally appeared Xxxxxx X. Xxxxxxxx, who acknowledged
himself to be the Vice President of PNC BANK, NATIONAL ASSOCIATION and that he,
as such officer, being authorized to do so, executed the foregoing instrument
for the purposes therein contained by signing on behalf of said bank as such
officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
---------------------------------------------
Notary Public
My commission expires:
EXHIBIT B
Form of LLC Pledge Agreements
EXHIBIT C
Form of Post-Reorganization Guaranty
EXHIBIT D
Form of Post-Reorganization Security Agreement
