REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH BCI COMMUNICATIONS, INC. (BORROWER) April 17, 2008Security Agreement • April 23rd, 2008 • Berliner Communications Inc • Radiotelephone communications • New Jersey
Revolving Credit and Security Agreement dated April 17, 2008 by and among BCI COMMUNICATIONS, INC., a corporation organized under the laws of the State of Delaware (“Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
GUARANTY AND SURETYSHIP AGREEMENTGuaranty and Suretyship Agreement • April 23rd, 2008 • Berliner Communications Inc • Radiotelephone communications • New Jersey
THIS GUARANTY AND SURETYSHIP AGREEMENT (this “Guaranty”) is made and entered into as of this 17th day of April, 2008, by BERLINER COMMUNICATIONS, INC. (the“Guarantor”), with an address at 97 Linden Avenue, Elmwood Park, New Jersey 07407, in consideration of the extension of credit by PNC BANK, NATIONAL ASSOCIATION (the “PNC”), with an address at PNC Bank Center, Two Tower Center, East Brunswick, New Jersey 08816, the various financial institutions named in the Loan Agreement (as defined herein) or which hereafter become a party thereto (together with PNC collectively, “Lenders”), and PNC as agent for Lenders (in such capacity, “Agent”), to BCI COMMUNICATIONS, INC. (the “Borrower”), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.
SUBORDINATION AND INTER-CREDITOR AGREEMENTSubordination and Inter-Creditor Agreement • April 23rd, 2008 • Berliner Communications Inc • Radiotelephone communications • New Jersey
This Subordination and Inter-Creditor Agreement ("Agreement") is entered into as of the 17th day of April, 2008, between PNC BANK, NATIONAL ASSOCIATION, as Agent for Lenders ("PNC"), 70 East 55th Street, New York, NY 10022, and SIGMA OPPORTUNITY FUND, LLC ("Sigma"), maintaining an address at 800 Third Avenue, NY, NY 10022 and SIGMA BERLINER, LLC, maintaining an address at 800 Third Avenue, NY, NY 10022 ("Sigma LLC"), and OPERIS PARTNERS I LLC, maintaining an address at 3511 Silverside Road, Suite 105, Wilmington, Delaware 19810 ("Operis"), and, PACIFIC ASSET PARTNERS, maintaining an address at 222 Kearney Street, Suite 410, San Francisco, California 94108 ("Pacific," and together with Sigma, Sigma LLC and Operis, the "Subordinate Investors").
REVOLVING CREDIT NOTE PNC Bank, National AssociationBerliner Communications Inc • April 23rd, 2008 • Radiotelephone communications • New Jersey
This Revolving Credit Note (this “Note”) is executed and delivered under and pursuant to the terms of that certain Revolving Credit and Security Agreement dated as of the date hereof (as amended, restated, supplemented or modified from time to time, the “Loan Agreement”) by and among BCI COMMUNICATIONS, INC., a corporation organized under the laws of the State of New Hampshire, (the “Borrower”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), the various financial institutions named therein or which hereafter become a party thereto (together with PNC collectively, “Lenders”) and PNC as agent for Lenders (in such capacity, “Agent”). Capitalized terms not otherwise defined herein shall have the meanings provided in the Loan Agreement.
AMENDMENT TO NOTE PURCHASE AGREEMENT AND NOTES AND SECURITY AGREEMENT THEREUNDERNote Purchase Agreement and Notes • April 23rd, 2008 • Berliner Communications Inc • Radiotelephone communications • Delaware
This AMENDMENT TO NOTE PURCHASE AGREEMENT AND NOTES AND SECURITY AGREEMENT THEREUNDER (this “Agreement”) is made and entered into as of this 17th day of April, 2008 among Berliner Communications, Inc., a Delaware corporation (the “Company”), and each of the undersigned holders (each, a “Noteholder,” and collectively, the “Noteholders”) of the Company’s 7% Senior Subordinated Secured Convertible Notes Due 2008 (each, a “Note” and collectively, the “Notes”).
