Exhibit 10.2
JOINDER AGREEMENT
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JOINDER TO LOAN DOCUMENTS ("JOINDER") DATED THIS 14TH DAY OF JULY, 2006 BY
AND AMONG CompuDyne Corporation, A NEVADA CORPORATION, CompuDyne-Public Safety &
Justice, INC., A VIRGINIA CORPORATION, Norment Security Group, INC., A DELAWARE
CORPORATION, Norshield Corporation, AN ALABAMA CORPORATION, Fiber Sensys, LLC, A
DELAWARE LIMITED LIABILITY COMPANY; CompuDyne-Integrated Electronics Division,
LLC, A DELAWARE LIMITED LIABILITY COMPANY ("CIED"), CorrLogic, LLC, A DELAWARE
LIMITED LIABILITY COMPANY AND Xanalys Corporation, A DELAWARE CORPORATION
(COLLECTIVELY, THE "EXISTING BORROWERS"), Signami DCS, LLC, A DELAWARE LIMITED
LIABILITY COMPANY, ("NEW BORROWER") AND COLLECTIVELY WITH EXISTING BORROWERS
("BORROWER" OR "BORROWERS"), AND PNC Bank, National Association, AS AGENT FOR
THE LENDERS (IN ITS CAPACITY AS AGENT, THE "AGENT"), AND EACH OF THE FINANCIAL
INSTITUTIONS LISTED ON THE SIGNATURE PAGES HERETO IN ITS CAPACITY AS A LENDER
(EACH INDIVIDUALLY, A "LENDER" AND COLLECTIVELY "LENDERS").
BACKGROUND
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A. Existing Borrowers, Agent and Lenders are parties to that certain
Second Amended and Restated Revolving Credit and Security Agreement, dated
December 19, 2005 ("Loan Agreement"), and related agreements, instruments and
documents (all of the foregoing collectively, "Loan Documents"), pursuant to
which Lenders established for the benefit of Existing Borrowers a revolving
credit facility in a maximum aggregate principal amount of $20,000,000,
consisting of Revolving Loans and Letters of Credit. Capitalized terms used but
not defined herein shall have the meanings given to such terms in, or by
reference in, the Loan Agreement.
B. New Borrower is a newly formed wholly owned Subsidiary of CIED.
Borrowers have requested that Agent and Lenders enter into this Joinder so that
New Borrower may be a party to the Loan Agreement and be permitted thereunder to
acquire certain assets of Signami, LLC through an asset purchase pursuant to
that certain Asset Purchase Agreement ("Asset Purchase Agreement") by and among
CompuDyne, New Borrower, Bert Jones, Gary Kenworthy and Apple Oak Farms dated on
or about July 14, 2006.
C. Lenders have consented to New Borrower becoming a party to the
Loan Agreement, subject to the terms and conditions hereof.
TERMS AND CONDITIONS
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NOW THEREFORE, with the foregoing Background deemed incorporated by
reference herein and made part hereof and for good and valuable consideration,
the receipt and adequacy of which is hereby acknowledged, the parties hereto,
intending to be legally bound, promise and agree as follows:
1. JOINDER
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(a) New Borrower hereby joins in, assumes, adopts and becomes a
Borrower under the Loans and under the Loan Documents, expressly including
without limitation the Loan Agreement.
(b) (i) The term "Borrowers" under the Loan Agreement, and all
other Loan Documents shall therefore hereinafter, for all purposes, refer to and
include New Borrower (as if it were an original signatory thereto).
(ii) Without limiting the generality of the provisions of
subparagraph b(i) above, (i) New Borrower is thereby liable, on a joint and
several basis, along with Existing Borrowers for all existing and future
Advances and other liabilities and obligations incurred at any time by any one
or more Borrowers under the Loan Documents, as amended hereby or as may be
hereafter amended, modified or replaced, (ii) assigns and grants to Agent for
the benefit of Lenders, as security for the payment of all Obligations and
performances of all covenants and undertakings in the Loan Documents, a
continuing first lien on and security interest in all of the items and types of
Collateral of such New Borrower as more fully described in the Loan Agreement;
and (iii) agrees to execute and deliver to Agent any agreements, instruments, or
other documents reasonably required by Agent to evidence, perfect or protect
Lenders' Liens on and security interest in the Collateral, including, without
limitation, UCC-1 financing statements for filing in all jurisdictions where
Agent may deem appropriate.
(c) The Allonge to Revolving Credit Note executed by Borrowers
hereunder in the form of Exhibit A hereto shall amend that certain Amended and
Restated Revolving Credit Note issued by Existing Borrowers in favor of Lender
dated as of December 19, 2005.
2. FURTHER ASSURANCES
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Borrowers hereby agree to take all such actions and to execute and/or
deliver to Agent or Lenders all such documents, assignments, financing
statements and other documents, as Agent may reasonably require from time to
time, to effectuate and implement the purposes of this Joinder.
3. CONFIRMATION OF COLLATERAL
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All Borrowers hereby confirm that all security interests at any time
granted by them to Agent for the ratable benefit of Lenders continue in full
force and effect and secure and shall continue to secure the liabilities and
Obligations of Borrowers and that all assets subject thereto remain free and
clear of any liens or encumbrances other than those in favor of Agent for the
ratable benefit of Lenders or as specifically set forth in the Loan Agreement
and exhibits thereto.
4. REPRESENTATIONS AND WARRANTIES
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(a) Existing Borrowers hereby reaffirm (and New Borrower hereby
asserts) all representations and warranties made to Agent and Lenders under the
Loan Agreement and all of the other Loan Documents and confirms that all are
true and correct as of the date hereof. Each Borrower further represents and
warrants that each has the authority and legal right to execute, deliver and
carry out the terms of this Joinder, that such actions were duly authorized by
all necessary corporate or company action on the part of each and that the
officers or managers executing this Joinder on its behalf were similarly
authorized and empowered, and that this Joinder does not contravene any
provisions of its articles of incorporation or certificate of formation, or its
by-laws or operating agreement, or of any contract or agreement to which is a
party or by which any of its properties is bound. Existing Borrowers hereby
reaffirm and New Borrower hereby assumes and accepts all of the covenants
contained in the Loan Agreement and covenant to abide thereby until all of the
Advances and other liabilities and Obligations of Borrowers to Agent and
Lenders, of whatever nature and whenever incurred, are satisfied and/or released
by Agent and Lenders.
(b) Existing Borrowers and New Borrower have delivered to Agent true
and correct copies of the Asset Purchase Agreement and documents executed in
connection therewith, which are (i) in full force and effect and have not been
modified in any way, and (ii) constitute the valid and binding obligation of the
parties thereto, enforceable in accordance with their respective terms except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting the enforcement of
creditor's rights generally and by general equitable principles.
5. INTERRELATED OPERATIONS
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THE BUSINESS OPERATIONS OF EXISTING BORROWERS AND NEW BORROWER ARE
INTERRELATED AND COMPLEMENT ONE ANOTHER, AND SUCH COMPANIES HAVE A COMMON
BUSINESS PURPOSE. TO PERMIT THEIR UNINTERRUPTED AND CONTINUOUS OPERATIONS, SUCH
COMPANIES NOW REQUIRE AND WILL FROM TIME TO TIME HEREAFTER REQUIRE FUNDS FOR
WORKING CAPITAL AND OTHER GENERAL BUSINESS PURPOSES. THE MAKING OF ADVANCES
UNDER THE LOAN AGREEMENT WILL DIRECTLY OR INDIRECTLY BENEFIT EACH COMPANY
HEREUNDER SEVERALLY, AND BOTH OF THEM JOINTLY, REGARDLESS OF WHICH ENTITY
HEREUNDER RECEIVES PART OR ALL OF THE PROCEEDS OF ANY PARTICULAR ADVANCE.
6. CONDITIONS PRECEDENT
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The obligation of Agent and Lenders to enter into this Joinder are subject
to, and this Joinder shall become effective upon ("Effective Date"), the
following conditions having been satisfied in full to the satisfaction of Agent:
(a) Existing Borrowers and New Borrower shall have delivered to Agent
on behalf of Lenders the following documents (all to be in form and substance
acceptable in all respects to Agent):
(i) this Joinder properly executed by Existing Borrowers and New
Borrower; and
(ii) the Allonge to Revolving Credit Note, properly executed by
Existing Borrowers and New Borrower;
(b) no Event of Default under the Loan Agreement shall have occurred
or is existing.
7. PAYMENT OF EXPENSES
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Borrowers shall pay or reimburse Agent and/or Lenders for reasonable
attorneys' fees and expenses in connection with the preparation, negotiation and
execution of this Joinder and the documents provided for herein or related
hereto.
8. REAFFIRMATION OF EXISTING AGREEMENT
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Except as modified by the terms hereof, all of the terms and conditions of
the Loan Agreement, as previously amended, and all other of the Loan Documents
are hereby reaffirmed and shall continue in full force and effect as therein
written.
9. EFFECTIVE DATE
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This Joinder shall have effect as of its date.
* * * * * *
IN WITNESS WHEREOF, the parties have caused this Joinder to be executed and
delivered by their duly authorized officers as of the date first above written.
EXISTING BORROWERS: COMPUDYNE CORPORATION
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By:
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Name:
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Title:
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COMPUDYNE-PUBLIC SAFETY & JUSTICE, INC.
By:
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Name:
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Title:
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NORMENT SECURITY GROUP, INC.
By:
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Name:
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Title:
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NORSHIELD CORPORATION
By:
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Name:
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Title:
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FIBER SENSYS, LLC
By:
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Name:
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Title:
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COMPUDYNE-INTEGRATED
ELECTRONICS DIVISION, LLC
By:
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Name:
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Title:
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CORRLOGIC, LLC
By:
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Name:
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Title:
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XANALYS CORPORATION
By:
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Name:
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Title:
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