AMENDMENT TO LOAN DOCUMENTS
Amendment made as of June 30, 1998 by and among STV GROUP, INC., a
Pennsylvania corporation ("STV") and STV's consolidated subsidiaries (the
"Subsidiaries"), as follows: STV INCORPORATED, a New York corporation, STV
ARCHITECTS, INC., a Pennsylvania corporation, STV ENVIRONMENTAL, INC., a
Pennsylvania corporation, STV INTERNATIONAL, INC., a Pennsylvania corporation,
STV SURVEYING, INC., a Delaware corporation, and STV CONSTRUCTION SERVICES, a
Pennsylvania corporation (collectively referred to as the "Borrowers" and
individually as "Borrower"), and FIRST UNION NATIONAL BANK, successor by merger
to CORESTATES BANK, N.A., successor by merger to FIRST PENNSYLVANIA BANK N.A.
("Bank") to amend and modify the existing Loan Agreement ("Loan Agreement") and
the Security Agreement, each dated February 28, 1986 and each as heretofore
amended together with all related agreements issued pursuant thereto
(collectively, the "Loan Documents").
The Borrowers and the Bank have agreed to reduce the maximum available
amount of the Line of Credit from $16,500,000 to $15,500,000, to reduce the
interest rate on the Line of Credit to Prime Rate and to make certain other
changes to the Loan Documents.
NOW, THEREFORE, under the laws of the Commonwealth of Pennsylvania, the
Borrowers, jointly and severally, and the Bank, each intending to be legally
bound hereby and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, agree as follows:
1. Definitions. This Amendment constitutes the Eighth Amendment to the
Loan Agreement and is intended to amend the Loan Documents as of the date
hereof. All terms used herein as defined terms, but not defined herein, shall
have the meanings ascribed to them in the Loan Documents.
2. Amendments to Line of Credit. The parties agree that:
(a) Section 1.1(a) of the Loan Agreement is hereby amended to
read in its entirety as follows:
"Subject to the terms and conditions hereof and in
the absence one or more unwaived events of default under this Agreement
and/or a pending demand by the Bank for payment under the Demand Note,
the Bank agrees to lend and relend to Borrowers from time to time such
sum or sums of money as may be requested by the Borrowers and as the
Bank, in it sole discretion, may approve, which shall not exceed in
aggregate principal amount at any one time outstanding Fifteen Million
Five Hundred Thousand Dollars ($15,500,000) (the "Line of Credit"). The
Line of Credit shall be evidenced by the Eighth Amended and Restated
Demand Note (the "Eighth Amended and Restated Demand Note") in the form
attached hereto."
(b) All references in the Loan Documents to "Demand Note"
shall henceforth be deemed to refer to the Eighth Amended and Restated Demand
Note, the form of which is attached hereto as Exhibit "A".
(c) The first sentence of Section 1.1(b) of the Loan Agreement
is hereby amended to read in its entirety as follows:
"Subject to the terms and conditions hereof and of a
certain Standby Letter of Credit and Security Agreement
executed by all of the Borrowers under even date herewith (the
"L/C Agreement"), Bank hereby agrees, in its sole option to
issue standby letters of credit upon the request of the
Borrowers and for their account, provided that at no time
shall Bank issue letters of credit aggregating in face amount
in excess of $3,000,000 (the "L/C Sublimit"), and at no time
may the aggregate loans under the Eighth Amended and Restated
Demand Note and letters of credit under the L/C Sublimit
exceed $15,500,000."
(d) The First sentence of Section 3 of the Loan Agreement is
hereby amended to read in its entirety as follows:
"Interest shall accrue on the unpaid principal
balance from time to time outstanding under the Eighth Amended
and Restated Demand Note at an interest rate per annum equal
to the Bank's prime commercial rate of interest (which is not
necessarily the lowest rate charged by the Bank) in effect
from time to time, with changes in said rate to be effective
immediately ("Prime Rate"), based on a 360 day year for the
actual days elapsed.
3. Existing Security. Borrowers hereby agree and confirm that all
obligations of the Borrowers under the Loan Documents remain in full force and
effect and, together with this Amendment, are and continue to be secured by the
liens and security interests set forth in the Loan Documents. Without limiting
the generality of the foregoing, the Borrowers agree and confirm that the
security interests granted and set forth in Section 2.1 of the Loan Agreement
and in the Security Agreement apply with respect to each of the Borrowers
hereunder and remain in full force and effect and, in furtherance thereof, each
of the Borrowers hereby grants to the Bank a lien upon and security interest in
the property and assets of the Borrowers described in Section 2.1 of the Loan
Agreement and in the Security Agreement.
4. Representations and Warranties. STV and each of the other Borrowers
hereby represent and warrant to the Bank:
(a) that all representations and warranties made by each of
them in the Loan Documents remain true and correct on and of this date, as if
newly made on and as of this date, and no event of default, or event which with
the lapse of time or giving of notice, or both, would be an event of default has
occurred and is continuing under the Loan Documents;
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(b) that no person or entity has any lien, security interest,
mortgage, pledge, charge or encumbrance on any of the assets, real or personal,
tangible or intangible, of STV or any other Borrower, except for the liens
heretofore granted to the Bank or except as to those liens which have been
agreed to by the Bank in writing;
(c) that the Subsidiaries identified in the first paragraph of
this Amendment are all of the subsidiaries of STV and that each of such
Borrowers is a corporation duly organized, validly existing and in good standing
under the laws of its state of incorporation (as set forth on Exhibit "B"
attached hereto), is duly qualified as a foreign corporation and is in good
standing in all other jurisdictions in which the failure to do so could have a
material adverse affect on its financial condition or business operations; each
of the Borrowers has the authority and legal right to take all actions required
of it hereunder, and all such corporate actions have been taken; and no such
action contravenes the provisions of the charter or by-laws of any of the
Borrowers or any note, indenture, contract or agreement to which it is a party
or by which it or any of its property is bound;
(d) that, except as set forth on Exhibit "C", all of the
subsidiaries of STV are Borrowers and are parties to this Amendment and the
Eighth Amended and Restated Demand Note and that such subsidiaries listed on
Exhibit "C" are inactive and do not own any assets in excess of $25,000 in the
aggregate.
(e) the Loan Documents are and remain valid, binding,
enforceable and in full force and effect as of the date hereof, and none of the
Borrowers (or any other party to the Loan Documents) has any defense, setoff,
counterclaim, or challenge against the payment of any of the sums owing under
the terms of the Loan Documents or the enforcement or validity of any of the
terms thereof.
5. Conditions. As conditions precedent to the effectiveness of this
Amendment:
(a) Each of the Borrowers shall have furnished the Bank with
certified copies of resolutions adopted by its Board of Directors authorizing
the execution and delivery of this Amendment and all reasonable and necessary
actions ancillary thereto.
(b) STV shall have paid or reimbursed the Bank for the Bank's
costs and expenses in connection with this Amendment.
6. Further Assurances. Each of the Borrowers hereby agrees to execute
and deliver to Bank such additional agreements and other documentation,
including such UCC-1 and UCC-3 financing statements (and to pay all costs and
expenses of the Bank in connection therewith), as Bank may request from time to
time, to assure the perfection, protection and enforcement of the Bank's rights
under the Loan Documents and hereunder.
7. Effect of Amendment; Continuing Validity. Except as expressly
provided in this Amendment, the Loan Documents shall remain in full force and
effect in accordance with their
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respective terms. Without limiting the generality of the foregoing, nothing in
this Amendment shall be construed to:
(a) impair the validity, perfection or priority of any lien or
security interest securing the Liabilities;
(b) waive, release or impair any rights, powers or remedies of
the Bank under the Loan Documents;
(c) require the Bank to further modify any provision of the
Loan Documents; or
(d) require the Bank to make any loans or other extensions of
credit to the Borrowers.
In the event of any inconsistency between the terms of this Amendment and the
Loan Documents, this Amendment shall govern. Except as expressly amended hereby,
all terms and conditions of the Loan Documents remain in full force and effect
as written and to that end all such provisions are deemed incorporated herein by
reference. Borrower acknowledges that it has consulted with counsel in
connection with the negotiation and delivery of this Amendment.
IN WITNESS WHEREOF, each of the undersigned has caused this Amendment
to be executed by its duly authorized officers as of the date first above
written.
STV GROUP, INC. STV ENVIRONMENTAL, INC.
By: /s/ Peter W. Knipe By: /s/ Peter W. Knipe
STV ARCHITECTS, INC. STV INCORPORATED
By: /s/ Peter W. Knipe By: /s/ Peter W. Knipe
STV SURVEYING, INC. STV INTERNATIONAL, INC.
By: /s/ Peter W. Knipe By: /s/ Peter W. Knipe
STV CONSTRUCTION SERVICES
By: /s/ Peter W. Knipe
FIRST UNION NATIONAL BANK
By: /s/ Margaret A. Byrne
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EXHIBIT A
EIGHTH AMENDED AND RESTATED DEMAND NOTE
$15,500,000 Philadelphia, PA
June 30, 1998
FOR VALUE RECEIVED, STV GROUP, INC., a Pennsylvania
corporation, STV INCORPORATED, a New York corporation, STV ARCHITECTS, INC., a
Pennsylvania corporation and STV ENVIRONMENTAL, INC., a Pennsylvania
corporation, STV INTERNATIONAL, INC., a Pennsylvania corporation, STV SURVEYING,
INC., a Delaware corporation, STV CONSTRUCTION SERVICES, a Pennsylvania
corporation (individually a "Borrower" and collectively, "Borrowers"), jointly
and severally promise to pay ON DEMAND, without defalcation, to the order of
FIRST UNION NATIONAL BANK (the "Bank") FIFTEEN MILLION FIVE HUNDRED THOUSAND
DOLLARS ($15,500,000) or such lesser outstanding principal balance as may be
outstanding from time to time hereunder, and to pay interest on the unpaid
principal balance from time to time outstanding hereunder at a fluctuating rate
per annum equal to the Prime Rate (hereinafter defined). "Prime Rate" means that
rate of interest periodically established by the Bank and designated its Prime
Rate (which is not necessarily the lowest rate charged by the Bank), as such
rate may change from time to time with changes therein effective immediately.
All interest accruing hereunder shall be payable monthly in arrears upon the
first business day of each calendar month or upon demand; all such interest
shall be computed on the basis of actual days elapsed and a year of 360 days.
Any amount payable hereunder which is not paid when due shall
bear interest from the day when due until paid in full, at a fluctuating
interest rate per annum equal at all times to the Prime Rate plus three percent
(3%); all such interest shall be payable on demand. Notwithstanding any other
provision of the Loan Agreement, interest paid or becoming due hereunder shall
in no event be in an amount or computed at a rate which is prohibited by
applicable statute. Both principal and interest are payable in lawful money of
the United States of America in same day funds to the Bank at its principal
office in Philadelphia, Pennsylvania, or at such other place as the Bank may
designate.
Payment of this Note shall not be subject to any counterclaim,
set-off, recoupment or defense of any kind by or in the right of the Borrowers,
and the Borrowers hereby expressly and irrevocably waive any right such Borrower
may now or at any time in the future have to bring or assert any such
counterclaim set-off, recoupment or defense. It is the intention of the
Borrowers and the holder thereof that this Note shall be paid absolutely
according to its terms and that the Borrowers shall pursue any claims such
Borrowers may have by independent action.
The Borrowers agree to pay, and to hold the holder hereof
harmless from and against, all liabilities for expenses arising in connection
with the enforcement by the holder of its rights under this Note and the Loan
Agreement.
This Eighth Amendment and Restated Demand Note is the Demand
Note referred to in, and is entitled to the benefits of, the Loan Agreement
dated February 28, 1986, as amended thorough the date hereof by amendments no. 1
through no. 8 (as so amended, the "Loan Agreement") by and among the Borrowers
and the Bank, and the Security Agreement dated February 28, 1986, as amended (as
so amended, the "Security Agreement") by and among the Borrowers and the Bank,
and is entitled to the benefits of the security interest granted to the Bank
therein and the guaranties thereunder.
This Eighth Amended and Restated Demand Note has been issued
by the Borrowers to amend and restate the prior amended and restated demand
notes, and all amounts outstanding or accrued under said prior notes shall be
outstanding and accrued under this Eighth Amended and Restated Demand Note, and
this Eighth Amended and Restated Demand Note is not a novation but shall be
deemed to be one and the same instrument as said prior notes except as expressly
amended under the Loan Agreement.
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IN WITNESS WHEREOF, the undersigned have duly executed this
Eighth Amended and Restated Demand Note by their respective duly authorized
officers.
STV GROUP, INC. STV INCORPORATED
By: /s/ Peter W. Knipe By: /s/ Peter W. Knipe
Attest: /s/ Anna Marie Boore Attest: /s/ Anna Marie Boore
(Corporate Seal) (Corporate Seal)
STV ARCHITECTS, INC. STV ENVIRONMENTAL, INC.
By: /s/ Peter W. Knipe By: /s/ Peter W. Knipe
Attest: /s/ Anna Marie Boore Attest: /s/ Anna Marie Boore
(Corporate Seal) (Corporate Seal)
STV SURVEYING, INC. STV INTERNATIONAL, INC.
By: /s/ Peter W. Knipe By: /s/ Peter W. Knipe
Attest: /s/ Anna Marie Boore Attest: /s/ Anna Marie Boore
(Corporate Seal) (Corporate Seal)
STV CONSTRUCTION SERVICES
By: /s/ Peter W. Knipe
Attest: /s/ Anna Marie Boore
(Corporate Seal)
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EXHIBIT B
BORROWERS AND STATES OF INCORPORATION
STV Group, Inc........................................a Pennsylvania corporation
STV Incorporated..........................................a New York corporation
STV Architects, Inc...................................a Pennsylvania corporation
STV Environmental, Inc................................a Pennsylvania corporation
STV International, Inc................................a Pennsylvania corporation
STV Surveying, Inc........................................a Delaware corporation
STV Construction Services.............................a Pennsylvania corporation
EXHIBIT C
SUBSIDIARIES NOT BORROWERS
STV Engineering, Inc..........................................a Ohio corporation
STV Construction, Inc.................................a Pennsylvania corporation
STV/WAI, Inc..........................................a Pennsylvania corporation
STV Michael Lynn Associates, Inc..........................a New York corporation