CREDIT AGREEMENT Dated August 22, 2012 by and among VOYETRA TURTLE BEACH, INC., as the Borrower, VTB HOLDINGS, INC., as Holdings, VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS FROM TIME TO TIME PARTIES HERETO, as the Lenders, PNC BANK, NATIONAL...Credit Agreement • January 16th, 2014 • Parametric Sound Corp • Communications equipment, nec
THIS CREDIT AGREEMENT, dated August 22, 2012, is by and among VOYETRA TURTLE BEACH, INC., a Delaware corporation (the “Borrower”), VTB HOLDINGS, INC., a Delaware corporation (“Holdings”), the various financial institutions and other Persons from time to time parties hereto (the “Lenders”), PNC BANK, NATIONAL ASSOCIATION, a national banking association (“PNC”), as administrative and collateral agent for the Lenders (in such capacity, the “Agent”), as Swingline Lender and as the Issuer hereunder, PNC CAPITAL MARKETS LLC, as a Joint Lead Arranger and Sole Bookrunner, Manufacturers and Traders Trust Company, Silicon Valley Bank, and Citibank, N.A., each as a Lender, Joint Lead Arranger and Co-Syndication Agent (collectively, the “Syndication Agent”), and National Penn Bank and Sumitomo Mitsui Banking Corp., each as a Lender and Co-Documentation Agent (collectively, the “Documentation Agent”).
LOCK-UP AGREEMENTLock-Up Agreement • January 16th, 2014 • Parametric Sound Corp • Communications equipment, nec • Delaware
LOCK-UP AGREEMENT (this “Agreement”), dated as of , 2013, by and among Parametric Sound Corporation, a Nevada corporation (the “Corporation”), VTB Holdings, Inc., a Delaware corporation (“VTBH”), and the undersigned (the “Securityholder”).
WAIVER AND FIRST AMENDMENTWaiver and First Amendment • January 16th, 2014 • Parametric Sound Corp • Communications equipment, nec • New York
THIS WAIVER AND FIRST AMENDMENT, dated as of July 17, 2013 (this “First Amendment”), to the Credit Agreement, dated as of August 22, 2012 (as the same may from time to time be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among VOYETRA TURTLE BEACH, INC., a Delaware corporation (the “Borrower”), VTB HOLDINGS, INC., a Delaware corporation (“Holdings”), the various financial institutions and other Persons from time to time party thereto (the “Lenders”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as administrative agent and collateral agent for the lenders (in such capacity, the “Agent”).
JOINDER AGREEMENTJoinder Agreement • January 16th, 2014 • Parametric Sound Corp • Communications equipment, nec • New York
THIS JOINDER AGREEMENT, dated as of January 15, 2014 (as amended, restated or otherwise modified from time to time, this “Agreement”), is between PARAMETRIC SOUND CORPORATION, a Nevada corporation (the “Additional Borrower”), and PNC BANK, NATIONAL ASSOCIATION, as administrative agent (the “Agent”) for the Lenders under the Credit Agreement (each as defined below). Capitalized terms used herein and not defined herein have the respective meanings assigned to such terms in the Credit Agreement.
GUARANTY AGREEMENTGuaranty Agreement • January 16th, 2014 • Parametric Sound Corp • Communications equipment, nec • New York
THIS GUARANTY AGREEMENT, dated January 15, 2014 (as amended, restated, modified, extended, renewed, replaced, supplemented, restructured and/or refinanced from time to time, the “Guaranty”), is delivered by PSC Licensing Corp., a California corporation, and HyperSound Health, Inc., a Delaware corporation (collectively, and together with any other parties hereto from time to time, being hereinafter referred to as the “Guarantors” and individually as a “Guarantor”), in favor of PNC Bank, National Association, in its capacity as administrative agent for the Credit Agreement (as defined below), and any successor thereto (the “Agent”), for the benefit of the Secured Parties.
