CREDIT AGREEMENT Dated as of July 1, 2014 among KVH INDUSTRIES, INC. as the Borrower, THE AFFILIATES OF THE BORROWER PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, THE LENDERS PARTY HERETO and MERRILL LYNCH, PIERCE,...Credit Agreement • July 3rd, 2014 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment • New York
KVH INDUSTRIES, INC. PLEDGE AGREEMENTPledge Agreement • July 3rd, 2014 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment • Rhode Island
This PLEDGE AGREEMENT (this “Agreement”) is made as of this 1st day of July, 2014 by and between KVH INDUSTRIES, INC., a Delaware corporation having a principal place of business at 50 Enterprise Center, Middletown, Rhode Island 02842-5279 (the “Pledgor”) and BANK OF AMERICA, N.A., a national bank having a place of business at 100 Westminster Street, Providence, Rhode Island 02903-2394, as Administrative Agent (the “Agent”).
SHARE PURCHASE AGREEMENTrelating to the sale and purchase of the whole of the issued share capital of Super Dragon Limited and Videotel Marine Asia LimitedShare Purchase Agreement • July 3rd, 2014 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment • England and Wales
A Super Dragon Limited (“SDL”) and Videotel Marine Asia Limited (“VMA”, together with SDL, the “Targets” and each a “Target”) were incorporated in Hong Kong under the Companies Ordinance and each Target is a private company limited by shares.
SECURITY AGREEMENTSecurity Agreement • July 3rd, 2014 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment • Rhode Island
THIS SECURITY AGREEMENT (this “Agreement”) dated as of July 1, 2014 by KVH INDUSTRIES, INC., a Delaware corporation (“Borrower” or “Pledgor”), is executed in favor of BANK OF AMERICA, N.A., a national banking association organized under the laws of the United States having an office at 100 Westminster Street, Providence, Rhode Island 02903, its successors and assigns, in its capacity as Administrative Agent (“Secured Party” or “Agent”) for itself and as a lender and the other lenders from time to time party to the Credit Agreement, as defined below (collectively, together with their respective successors and assigns, “Lenders”). Capitalized terms used but not expressly defined herein shall have the meanings assigned thereto in the Credit Agreement, as defined below.
TERM NOTETerm Note • July 3rd, 2014 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment
FOR VALUE RECEIVED, the undersigned KVH INDUSTRIES, INC., a Delaware corporation (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its assigns (the “Lender”), the principal amount of Forty-Four Million Six Hundred Eighty-Seven Thousand Five Hundred and 00/100 Dollars ($44,687,500.00), in accordance with the provisions of that certain Credit Agreement dated as of the date hereof (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.
REVOLVING CREDIT NOTERevolving Credit Note • July 3rd, 2014 • KVH Industries Inc \De\ • Radio & tv broadcasting & communications equipment
FOR VALUE RECEIVED, the undersigned KVH INDUSTRIES, INC., a Delaware corporation (the “Borrower”), hereby promises to pay to BANK OF AMERICA, N.A. or its assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement dated as of the date hereof (as may be further amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.
