PURCHASE AGREEMENTPurchase Agreement • August 7th, 2008 • Encompass Group Affiliates, Inc • Services-business services, nec • New York
THIS PURCHASE AGREEMENT (the “Agreement”) is dated as of August 1, 2008 by and among ACT-DE LLC, a Delaware limited liability company (“HIG”), the other “Buyer” parties identified on Schedule 1 hereto (collectively with HIG, the “Buyers”), and ENCOMPASS GROUP AFFILIATES, INC., formerly ADVANCED COMMUNICATIONS TECHNOLOGIES, INC., a Florida corporation (the “Company”).
AMENDED AND RESTATED FIRST LIEN PLEDGE AND SECURITY AGREEMENTSecurity Agreement • August 7th, 2008 • Encompass Group Affiliates, Inc • Services-business services, nec • New York
This AMENDED AND RESTATED FIRST LIEN PLEDGE AND SECURITY AGREEMENT (the "Security Agreement"), dated as of August 1, 2008, between ENCOMPASS GROUP AFFILIATES, INC., a Delaware corporation, (“Encompass”), ENCOMPASS GROUP AFFILIATES, INC., a Florida corporation (“Encompass Florida”), SPECTRUCELL, INC., a Delaware corporation (“SpectruCell”), HUDSON STREET INVESTMENTS, INC., a Delaware corporation (“Hudson Street”), CYBER-TEST, INC., a Delaware corporation (“Cyber-Test”), TRITRONICS, INC., a Maryland corporation ("Tritronics") and VANCE BALDWIN, INC., a Florida corporation (“Vance Baldwin” and, together with Encompass, Encompass Florida, SpectruCell, Hudson Street, Cyber-Test and Tritronics, each a “Grantor”) and SANKATY ADVISORS, LLC, in its capacity as first lien collateral agent (the “First Lien Agent”) for the Senior Note Purchasers.
AMENDED AND RESTATED SECOND LIEN PLEDGE AND SECURITY AGREEMENTSecurity Agreement • August 7th, 2008 • Encompass Group Affiliates, Inc • Services-business services, nec • New York
This AMENDED AND RESTATED SECOND LIEN PLEDGE AND SECURITY AGREEMENT (the "Security Agreement"), dated as of August 1, 2008, between ENCOMPASS GROUP AFFILIATES, INC., a Delaware corporation, (“Encompass”), ENCOMPASS GROUP AFFILIATES, INC., a Florida corporation (“Encompass Florida”), SPECTRUCELL, INC., a Delaware corporation (“SpectruCell”), HUDSON STREET INVESTMENTS, INC., a Delaware corporation (“Hudson Street”), CYBER-TEST, INC., a Delaware corporation (“Cyber-Test”), TRITRONICS, INC., a Maryland corporation ("Tritronics") and VANCE BALDWIN, INC., a Florida corporation (“Vance Baldwin” and, together with Encompass, Encompass Florida, SpectruCell, Hudson Street, Cyber-Test and Tritronics, each a “Grantor”) and SANKATY ADVISORS, LLC, in its capacity as second lien collateral agent (the “Second Lien Agent”) for the Subordinated Note Purchasers.
AMENDED AND RESTATED NOTE PURCHASE AGREEMENT dated as of August 1, 2008 among ENCOMPASS GROUP AFFILIATES, INC., a Delaware corporation, as Issuer, and ENCOMPASS GROUP AFFILIATES, INC., a Florida corporation (f/k/a ADVANCED COMMUNICATIONS TECHNOLOGIES,...Note Purchase Agreement • August 7th, 2008 • Encompass Group Affiliates, Inc • Services-business services, nec • New York
This AMENDED & RESTATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of August 1, 2008 and is entered into by and among Encompass Group Affiliates, Inc., a Delaware corporation, as issuer (“Company” or the “Issuer”), any Subsidiary of Parent (as defined below) from time to time party hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”), Advanced Communications Technology, Inc., a Florida corporation (the “Parent”), SpectruCell, Inc., a Delaware corporation (“SpectruCell”), Hudson Street Investments, Inc., a Delaware corporation (“Hudson Street”), Cyber-Test, Inc., a Delaware corporation (“Cyber-Test”), Vance Baldwin, Inc., a Florida corporation (“Vance Baldwin”), and Tritronics, Inc. (“Tritronics”), a Maryland corporation, as guarantors (the Issuer, the Company, Parent, SpectruCell, Hudson Street, Cyber-Test, Vance Baldwin, Tritronics and any subsidiary of Parent that executes a counterpart or joinder of this Agreement together being referred to as the “Note Par
AMENDMENT NO. 1 TO STOCKHOLDER AGREEMENTStockholder Agreement • August 7th, 2008 • Encompass Group Affiliates, Inc • Services-business services, nec
This AMENDMENT NO. 1, dated as of August 1, 2008, is among (a) ENCOMPASS GROUP AFFILIATES, INC., formerly Advanced Communications Technologies, Inc., a Florida corporation (the “Company”), (b) ACT-DE, LLC (“HIG”) and (c) the Persons identified on Schedule 1 as “Sankaty Investors” (the “Sankaty Investors”) to the Original Agreement, and (d) any other Person who becomes a party to the Original Agreement as hereby amended by executing an Instrument of Accession thereto. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Original Agreement.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 7th, 2008 • Encompass Group Affiliates, Inc • Services-business services, nec • New York
This Stock Purchase Agreement (“Agreement”) is dated as of August 1, 2008, by and between Encompass Group Affiliates, Inc., a Florida corporation (the “Parent”), Encompass Group Affiliates, Inc., a Delaware corporation (the “Buyer” and, collectively with the Parent, the “Buyer Parties”), Tritronics, Inc., a Maryland corporation (the “Company”), Tritronics, LLC, a Maryland limited liability company (the “Selling Company”), and the members (and certain spouses thereof) of the Selling Company listed on Schedule 2 hereto (collectively with the Selling Company, the “Sellers”). Hereinafter, Parent, Buyer, the Company and Sellers may be referred to individually as a “Party” or collectively as the “Parties.”
