EXHIBIT 10.12
ASSUMPTION AGREEMENT
--------------------
This Assumption Agreement is made as of the _____ day of December, 1997,
by and between COMMAND SYSTEMS, INC., a Delaware corporation with an address of
00 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxxx, XX 00000 ("CSI-Delaware"), and PEOPLE'S
BANK, a Connecticut banking corporation with an address of Xxx Xxxxxxxxx Xxxxx,
Xxxxxxxx, XX 00000 ("Lender").
RECITALS
--------
WHEREAS, Command Systems Incorporated, a Connecticut corporation
("CSI-Connecticut") entered into certain loan transactions with Lender on or
about November 30, 1993 pursuant to which the Lender extended a term loan in the
amount of $520,000, a revolver/term loan in the amount of $80,000, and a line of
credit in the maximum amount of $200,000; which loans were consolidated into
line of credit loans with a maximum principal amount of $1,000,000 on or about
--
December 21, 1994; which loans were further modified to increase the maximum
principal amount to $2,500,000 on or about May 28, 1996; which loans were
further modified on or about June 30, 1997 by, inter alia, adding the guaranty
----- ----
of CSI-Delaware (as so modified, the "Loan"); and
WHEREAS, the Loan is secured by a first priority security interest in favor
of Lender on all of the personal property owned by CSI-Connecticut; and
WHEREAS, CSI-Connecticut has been merged with and into CSI-Delaware under
the laws of the States of Connecticut and Delaware; and
WHEREAS, such a merger would constitute an event of default under the
documentation executed in connection with the Loan (the "Loan Documents"),
absent the consent of the Lender, and
WHEREAS, the Lender has agreed to allow the merger of CSI-Connecticut into
CSI-Delaware pursuant to the terms hereof, including without limitation, the
ratification of the obligations of CSI-Connecticut to Lender under the Loan
Documents, all as more particularly set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
herein contained, CSI-Delaware and Lender agree as follows:
1. CSI-Delaware hereby represents and warrants to Lender that it has
succeeded in all respects under the laws of the United States and the States of
Delaware and Connecticut to all of the rights, title and interest of
CSI-Connecticut in and to any and all property, real and personal, wherever
located and of whatever kind and nature.
2. CSI-Delaware hereby unconditionally assumes all of the duties,
obligations and liabilities of CSI-Connecticut under the Loan Documents,
including without limitation all of those documents identified on Schedule A
attached hereto. In connection therewith, without the generality of the
foregoing. CSI-Delaware agrees to pay all sums due Lender at the time, in the
manner and in all other respects as provided in the Loan Documents, and to
perform all of the duties, covenants and obligations provided in the Loan
Documents to be performed by CSI-Connecticut thereunder at the time, in the
manner and in all other respects as provided by the Loan Documents, and to be
bound by all of the terms of the Loan Documents as fully and to the same extent
as if the Loan Documents were originally made, executed and delivered to Lender
by CSI-Delaware.
3. Lender hereby consents to the merger of CSI-Connecticut into
CSI-Delaware as the conversion on those terms as shall have been disclosed to
Lender in writing.
4. CSI-Delaware hereby represents to Lender that no event of default or
event which, with the giving of notice or the passage of time, or both, would
become an event of default under the Loan Documents has occurred.
5. CSI-Delaware hereby represents to Lender that the execution of this
Assumption Agreement and the performance by CSI-Delaware of its obligations
hereunder (i) has been validly and duly authorized by all necessary actions,
(ii) will not violate or breach any contractual covenants or restrictions
binding upon CSI-Delaware, and (iii) does not require the consent of any third
party.
6. CSI-Delaware hereby agrees, at its sole cost and expense, to execute
and deliver any documentation requested by Lender to effectuate the provisions
of this Assumption Agreement, including without limitation, amendments to
security agreements or financing statements.
7. Other than as expressly modified herein, the terms and provisions of
the Loan Documents shall remain in full force and effect as the binding
obligations of the parties hereto.
IN WITNESS WHEREOF, the parties have set their hands and seals as of the
date and year first above written.
COMMAND SYSTEMS, INC.
[ILLEGIBLE SIGNATURE APPEARS HERE]
----------------------------------
By [ILLEGIBLE SIGNATURE APPEARS HERE]
--------------------------------------
[ILLEGIBLE SIGNATURE APPEARS HERE] its
---------------------------------- Duly Authorized
/s/ D. S. Blitz
------------------------ PEOPLE'S BANK
Xxxxx X. Blitz
By /s/ [SIGNATURE APPEARS HERE]
------------------------ ----------------------------
Its AVP
Duly Authorized
SCHEDULE A
----------
$520,000.00 TERM LOAN
$200,000.00 LINE OF CREDIT
AND
$80,000.00 REVOLVER/TERM LOAN
FROM
PEOPLE'S BANK
TO
COMMAND SYSTEMS INCORPORATED
CLOSING DATE: NOVEMBER 30, 1993
--------------------------------------------------------------------------------
INDEX
1. Certified copy of Certificates of Incorporation and Bylaws of Command
Systems, Incorporated (post closing)
2. Good-standing Certificate for Command Systems, Incorporated
3. Tax Clearance Letter for Command Systems, Incorporated
4. Authorizing Resolution of Command Systems, Incorporated
5. Loan and Security Agreement
a. Exhibit A - Equipment
b. Exhibit B - List of Debtors' Liabilities (not shown on financial
statements)
c. Exhibit C - List of Liens on Company Assets and Properties
d. Exhibit D - Litigation
e. Exhibit E - List of All Outstanding Debt From Money Borrowed
f. Exhibit F - List of Holders of All Outstanding Stock of Debtor
g. Exhibit G - List of Leases to which Company is a Party
h. Exhibit H - Trade names
i. Exhibit I-1 - Term Loan Note
j. Exhibit I-2 - Line of Credit Note
k. Exhibit I-3 - Revolver/Term Loan Note
l. Exhibit J - Request for Advance
m. Exhibit K - Borrowing Base Certificate
n. Exhibit L - Real Estate
6. Promissory Notes
a. Term Loan
b. Line of Credit
c. Revolver/Term Loan
7. Guaranty Agreement of Xxxxxx X. Xxxxxx
8. UCC-11 Searches
a. Connecticut
b. Massachusetts
9. UCC-1 Financing Statements
a. Secretary of State of Connecticut
b. Town Clerk of Hartford
c. Town Clerk of Stamford
d. Secretary of State of Massachusetts
e. Town Clerk of Natick, Massachusetts
10. UCC-3 Termination Statements (post closing)
11. Open-End Mortgage and Security Agreement for 0 Xxxxxx Xxxxx, Xxxx,
Xxxxxxxxxxx
12. Title Insurance Policy
13. Evidence That Real Estate Taxes Current
14. Subordination Agreement for Officers, Shareholders and Directors
15. 1991 and 1992 personal tax returns for Xxxxxx X. Xxxxxx and IRS W-9 Form
for Command Systems, Incorporated and for Xxxxxx X. Xxxxxx.
16. Evidence that Fleet Loan and Depository Accounts Satisfactorily Handled.
17. PIR and Jury Trial Waivers.
18. Hazard and Liability and Workers Compensation Insurance with People's Bank
named as loss payee
19. Notification Letters to Account Debtors
20. Opinion of Counsel
21. Request for Advance
22. Borrowing Base Certificate
23. Commitment Letter
2
