Exhibit 10.25
ASTEA INTERNATIONAL INC.
CROSS COLLATERALIZATION AGREEMENT
THIS CROSS COLLATERALIZATION AGREEMENT (this "AGREEMENT") is made this 30th
day of June, 1997, by and among ASTEA INTERNATIONAL INC. (the "GRANTOR"), PNC
BANK, NATIONAL ASSOCIATION ("CREDITOR A") and PNC LEASING CORP. ("CREDITOR B").
WITNESSETH THAT:
WHEREAS, the Grantor and Creditor A have entered into, or may hereafter
enter into, certain financing arrangements, as evidenced by one or more
promissory notes, loan agreements or other agreements, instruments and
documents, including without limitation that certain Amended and Restated Loan
and Security Agreement dated April 24, 1995, as amended to date (collectively,
the "CREDITOR A DOCUMENTS"); and
WHEREAS, the Grantor's obligations to Creditor A under the Creditor A
Documents are secured by one or more mortgage liens, Uniform Commercial code
security interests, pledges of personal property or other collateral security
arrangements in the Grantor's real or personal property, as set forth in the
Creditor A Documents (the "CREDITOR A COLLATERAL"); and
WHEREAS, the Grantor and Creditor B have entered into, or may hereafter
enter into, certain lease arrangements, as evidenced by one or more lease
agreements and lease schedules from time to time executed in connection
therewith, including without limitation that certain Master Lease Agreement
(Lease No. 937) dated October 30, 1996 and various Schedules executed pursuant
thereto (collectively, the "CREDITOR B DOCUMENTS"); and
WHEREAS, the Grantor's obligations to Creditor B under the Creditor B
Documents, to the extent the Creditor B Documents are ever deemed to be intended
as a secured transaction and not as a true lease, are secured by the equipment
leased pursuant to the Creditor B Documents and all proceeds thereof, as set
forth in the Creditor B Documents (the "CREDITOR B COLLATERAL"); and
WHEREAS, Creditor A and Creditor B are affiliates under the common control
of PNC Bank Corp.; and
WHEREAS, the parties hereto desire to further secure all obligations of the
Grantor to both Creditor A and Creditor B (collectively, the "SECURED PARTIES")
with both the Creditor A Collateral and the Creditor B Collateral;
NOW, THEREFORE, in consideration of the mutual undertakings described
herein, and other good and valuable consideration, the receipt of which is
hereby acknowledged, and intending to be legally bound hereby, the parties
hereto covenant and agree as follows:
1. SECURITY FOR FINANCING ARRANGEMENTS. The obligations secured by the
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Creditor A Collateral and by the Creditor B Collateral shall include all loans,
advances, debts, liabilities, obligations,, covenants and duties owing by the
Grantor to Creditor A or Creditor B (whether held jointly or severally), of any
kind or nature, present or future, whether or not evidenced by any note,
guaranty, lease or other instrument, whether arising under any agreement,
instrument or document, whether or not for the payment of monies, whether
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arising by reason of an extension of credit, opening of a letter of credit,
loan, guarantee, lease or in any other manner, whether arising out of overdrafts
on deposits or other accounts or electronic funds transfers (whether through
automatic clearing houses or otherwise) or out of the non-receipt of or
inability to collect funds or otherwise not being made whole in connection with
depository transfer check or other similar arrangements, whether direct or
indirect (including those acquired by assignment or participation), absolute or
contingent, joint or several, due or to become due, now existing or hereafter
arising, and any amendments, extensions, renewals or increases and all costs and
expenses of Creditor A or Creditor B incurred in the documentation, negotiation,
modification, enforcement, collection or otherwise in connection with any of the
foregoing, including reasonable attorney's fees and expenses (collectively, the
"OBLIGATIONS"). Specifically, without limitation, all of Borrower's presently
owned or hereafter acquired or arising accounts, inventory, chattel paper,
investment property, documents, instruments, equipment (including the equipment
leased pursuant to the Creditor B Documents) and general intangibles, as each of
such terms are presently defined in the Pennsylvania Uniform Commercial Code,
and all proceeds thereof, and all cash, deposit and other property, including
investment property, of the Borrower now or hereafter in possession of or on
deposit with Bank, PNC or any affiliate of either thereof, shall secure, and
Borrower hereby grants to each of PNC and Bank a security interest in all of the
foregoing to secure, all of Borrower's present and future liabilities and
obligations to either or both of PNC and Bank.
2. EFFECT ON CREDITOR A DOCUMENTS AND CREDITOR B DOCUMENTS. This
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Agreement is deemed incorporated into each of the Creditor A Documents and the
Creditor B Documents. By virtue of the terms hereof, the Creditor A Documents
are deemed incorporated into the Creditor B Documents and the Creditor B
Documents are deemed incorporated into the Creditor A Documents. To the extent
that any term or provision of this Agreement is or may be deemed expressly
inconsistent with any term or provision in any Creditor A Document or any
Creditor B Document, the terms and provisions hereof shall control. The Grantor
hereby confirms and ratifies each of the liens, security interests, mortgages or
pledges granted in the Creditor A Collateral and the Creditor B Collateral, all
of which shall continue unimpaired and in full force and effect. Except as
modified hereby, the terms and provisions of the Creditor A Documents and the
Creditor B Documents remain unchanged and in full force and effect. Except as
expressly provided herein, this Agreement shall not constitute an amendment,
waiver, consent or release with respect to any provision of the Creditor A
Documents or the Creditor B Documents, a waiver of any default or Event of
Default thereunder, or a waiver or release of any of the Secured parties' rights
and remedies (all of which are hereby reserved). THE GRANTOR HEREBY RATIFIES
AND CONFIRMS THE CONFESSION OF JUDGMENT AND WAIVER OF JURY TRAIL PROVISIONS (IF
APPLICABLE) CONTAINED IN THE CREDITOR A DOCUMENTS OR THE CREDITOR B DOCUMENTS.
3. FURTHER ASSURANCE. At any time and from time to time, upon demand of
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either secured Party, the Grantor will give, execute, file and record any
notice, financing statement, continuation statement, instrument, document or
agreement that such Secured Party may consider necessary or desirable to create,
preserve, continue, perfect or validate the cross-collateralized security
interests granted hereunder or to enable such Secured Party to exercise or
enforce its rights hereunder, under the Creditor A Documents or under the
Creditor B Documents with respect to such security interests.
4. RIGHTS AND OBLIGATIONS ABSOLUTE. All rights of the Secured Parties
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and the security interests hereunder and the obligations of the Grantor
hereunder and under the Creditor A Documents and the Creditor B Documents shall
be absolute and unconditional and will not be affected by any amendment,
renewal, waiver of or increase in the Obligations, any surrender, exchange,
acceptance, compromise or release by the Secured Parties of any other party, or
any guarantee or any security held by either of them for any of the Obligations,
by any delay or omission of the Secured Parties in exercising any right or power
with respect to any of the Obligations or any guarantee or collateral held by
either of them for any of the Obligations, by any failure of the Secured parties
to take any steps to perfect or maintain their lien or security interest in or
to preserve their rights to any security or other collateral for any of the
Obligations or any guarantee, by any irregularity,
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unenforceability or invalidity of any of the obligations or any part thereof or
any security or other guarantee thereof, or by any other circumstance which
might otherwise constitute a defense available to or a discharge of the Grantor
or a third party pledgor. Nothing herein shall prevent or otherwise limit either
Secured Party from exercising all remedies otherwise permitted by applicable law
or under the terms of the documents evidencing the Obligations owed to such
Secured Party.
5. OBLIGATIONS OF SECURED PARTIES REGARDING ENFORCEMENT OF REMEDIES.
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Either of the Secured Parties may exercise their remedies against the Creditor A
collateral or the Creditor B Collateral at any time following the occurrence of
an Event of Default (as defined in any Creditor A Document or any Creditor B
Document), without the consent of the other Secured party. All proceeds
received upon any exercise of remedies against the Creditor A Collateral or the
Creditor B Collateral may be applied to the Obligations owed to Creditor A under
the Creditor A Documents and/or to the Obligations owed to Creditor B under the
Creditor B Documents in such order as the Secured Parties may mutually agree.
Nothing herein shall require either Secured Party to declare an Event of Default
or to enforce its remedies under the Creditor A Documents or the Creditor B
Documents at any time, but each Secured Party shall notify the other Secured
Party when any such action is taken. Neither of the Secured Parties shall be
under any obligation to marshall any assets in favor of the Grantor or any other
person or entity or against or in payment of any or all of the Obligations due
the Secured Parties.
6. REPAYMENTS OR RECOVERY FROM SECURED PARTIES. If any demand is made at
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any time upon either Secured Party for the repayment or recovery of any amount
received by it in payment or on account of the Obligations and if such Secured
Party repays all or any part of such amount by reason of any judgment, decree or
order of any court or administrative body or any settlement or compromise of any
such demand, then (a) the Grantor will be and remain liable hereunder for the
amount so repaid or recovered to the same extent as if such amount had never
been received originally by such Secured Party and (b) if one Secured Party
realized upon Creditor A Collateral or Creditor B Collateral and paid over a
portion of the proceeds to the other Secured Party as permitted by Section 5
hereof, the Secured Party receiving such proceeds from the Secured Party which
originally received such proceeds shall restore to the Secured Party which
originally received such proceeds the amount required to be restored, without
interest. The provisions of this section will be and remain effective
notwithstanding any contrary action which may have been taken by the Grantor in
reliance upon such payment, and any such contrary action so taken will be
without prejudice to the Secured Parties' rights under this Agreement, the
Creditor A Documents and the Creditor B Documents, and will be deemed to have
been conditioned upon such payment having become final and irrevocable.
7. CHANGES IN WRITING. No modification, amendment or waiver of any
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provision of this Agreement nor consent to any departure by the Grantor
therefrom will be effective unless made in a writing signed by the Secured
Parties, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. No notice to or demand on the
Grantor in any case will entitle the Grantor to any other or further notice or
demand in the same, similar or other circumstance.
8. ENTIRE AGREEMENT. This Agreement (including the documents and
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instruments referred to herein) constitutes the entire agreement and supersedes
all other prior agreements and understandings, both written and oral, among the
parties with respect to the subject matter hereof.
9. COUNTERPARTS. This Agreement may be signed in any number of
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counterpart copies and by the parties hereto on separate counterparts, but all
such copies shall constitute one and the same instrument.
10. SUCCESSORS AND ASSIGNS. This Agreement will be binding upon and inure
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to the benefit of the Grantor and the Secured Parties and their respective
heirs, executors, administrators, successors and assigns; provided, however,
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that the Grantor may not assign this Agreement in whole or in part without the
Secured
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Parties' prior written consent and either Secured Party at any time may assign
this Agreement in whole or in part.
11. INTERPRETATION. In this Agreement, unless the parties otherwise
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agree in writing, the singular includes the plural and the plural the singular;
the word "or" shall be deemed to include "and/or", the words "including",
"includes" and "include" shall be deemed to be followed by the words "without
limitation"; references to sections or exhibits are to those of this Agreement
unless otherwise indicated; and references to agreements and other contractual
instruments shall be deemed to include all subsequent amendments and other
modifications to such instruments, but only to the extent such amendments and
other modifications are not prohibited by the terms of this Agreement. Section
headings in this Agreement are included for convenience of reference only and
shall not constitute a part of this Agreement for any other purpose. If this
Agreement is executed by more than one party as the Grantor, the obligations of
such persons or entities will be joint and several.
WITNESS the due execution hereof as a document under seal, as of the date
first written above.
ASTEA INTERNATIONAL INC.
Attest: /s/ Michael Gresko By: /s/ John G. Phillips
Michael Gresko John G. Phillips
Title: Cash Manager Title: CFO
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Joseph A. Serianni
Joseph A. Serianni
Title: Vice President
PNC LEASING CORP.
By:
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