THIRD LOAN MODIFICATION AGREEMENT
This Third Loan Modification Agreement (this "Loan Modification Agreement")
is entered into as of June 2, 2004, by and between SILICON VALLEY BANK, a
California-chartered bank, with its principal place of business at 0000 Xxxxxx
Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000 and with a loan production office located
at One Xxxxxx Executive Park, Suite 200, 0000 Xxxxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, doing business under the name "Silicon Valley East"
("Bank") and GLOBECOMM SYSTEMS INC., a Delaware corporation with offices at 00
Xxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 and, pursuant to a certain Joinder
Agreement of even date, (the "Joinder Agreement") NETSAT EXPRESS, INC., a
Delaware corporation with offices at 00 Xxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000
(jointly and severally, "Borrower").
1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other
indebtedness and obligations which may be owing by Borrower to Bank,
Borrower is indebted to Bank pursuant to a loan arrangement dated as of
September 15, 2003, evidenced by, among other documents, a certain Loan and
Security Agreement dated as of September 15, 2003 between Borrower and
Bank, as amended from time to time and as affected by the Joinder Agreement
(as amended, the "Loan Agreement"). Capitalized terms used but not
otherwise defined herein shall have the same meaning as in the Loan
Agreement.
2. DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by the
Collateral as described in the Loan Agreement (together with any other
collateral security granted to Bank, the "Security Documents").
Hereinafter, the Security Documents, together with all other documents
evidencing or securing the Obligations shall be referred to as the
"Existing Loan Documents".
3. DESCRIPTION OF CHANGE IN TERMS.
Modification to Loan Agreement.
i. By deleting the following text appearing in Section 1(A)(i) of
the Schedule to the Loan Agreement:
"$7,500,000 at any one time outstanding (the "Maximum Credit
Limit"; minus"
and inserting the following in lieu thereof:
"$10,500,000 at any one time outstanding (the "Maximum
Credit Limit"; minus"
ii. By deleting the following text appearing in Section 1 of the
Schedule to the Loan Agreement:
"Letter of Credit/Foreign Exchange Contract/Cash Management
Services Sublimit (Section 1.5, 1.6): $7,500,000"
and inserting the following in lieu thereof:
"Letter of Credit/Foreign Exchange Contract/Cash Management
Services Sublimit (Sections 1.5, 1.6): $10,500,000"
4. FEES. Borrower shall pay to Bank a modification fee equal to Twelve
Thousand Two Hundred Sixty Three Dollars ($12,263.00), which fee shall be
due on the date hereof and shall be deemed fully earned as of the date
hereof. In addition, Borrower shall reimburse the Bank for all legal fees
and expenses incurred in connection with this amendment to the Existing
Loan Documents.
5. RATIFICATION OF NEGATIVE PLEDGE AGREEMENT. Borrower hereby ratifies,
confirms, and reaffirms, all and singular, the terms and conditions of a
certain Negative Pledge Agreement delivered to the Bank dated September 15,
2003.
6. RATIFICATION OF PERFECTION CERTIFICATE. Borrower hereby ratifies, confirms,
and reaffirms, all and singular, the terms and disclosures contained in a
certain Perfection Certificate delivered to the Bank on or about September
15, 2003, and acknowledges, confirms and agrees the disclosures and
information provided therein has not changed, as of the date hereof.
7. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever
necessary to reflect the changes described above.
8. RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and
reaffirms all terms and conditions of all security or other collateral
granted to the Bank, and confirms that the indebtedness secured thereby
includes, without limitation, the Obligations.
9. NO DEFENSES OF BORROWER. Borrower hereby acknowledges and agrees that
Borrower knows of no offsets, defenses, claims, or counterclaims against
the Bank with respect to the Obligations, or otherwise, and that if
Borrower now has, or ever did have, any offsets, defenses, claims, or
counterclaims against the Bank, whether known or unknown, at law or in
equity, all of them are hereby expressly WAIVED.
10. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the
existing Obligations, Bank is relying upon Borrower's representations,
warranties, and agreements, as set forth in the Existing Loan Documents.
Except as expressly modified pursuant to this Loan Modification Agreement,
the terms of the Existing Loan Documents remain unchanged and in full force
and effect. Bank's agreement to modifications to the existing Obligations
pursuant to this Loan Modification Agreement in no way shall obligate Bank
to make any future modifications to the Obligations. Nothing in this Loan
Modification Agreement shall constitute a satisfaction of the Obligations.
It is the intention of Bank and Borrower to retain as liable parties all
makers of Existing Loan Documents, unless the party is expressly released
by Bank in writing. No maker will be released by virtue of this Loan
Modification Agreement.
11. COUNTERSIGNATURE. This Loan Modification Agreement shall become effective
only when it shall have been executed by Borrower and Bank.
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This Loan Modification Agreement is executed as a sealed instrument under
the laws of the Commonwealth of Massachusetts as of the date first written
above.
BORROWER:
GLOBECOMM SYSTEMS INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: VP and CFO
NETSAT EXPRESS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
BANK:
SILICON VALLEY BANK, d/b/a
SILICON VALLEY EAST
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
