Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - SAFEGUARD SCIENTIFICS INC | Financial_Report.xls |
| 10-Q - FORM 10-Q - SAFEGUARD SCIENTIFICS INC | c18716e10vq.htm |
| EX-32.1 - EXHIBIT 32.1 - SAFEGUARD SCIENTIFICS INC | c18716exv32w1.htm |
| EX-31.1 - EXHIBIT 31.1 - SAFEGUARD SCIENTIFICS INC | c18716exv31w1.htm |
| EX-31.2 - EXHIBIT 31.2 - SAFEGUARD SCIENTIFICS INC | c18716exv31w2.htm |
| EX-32.2 - EXHIBIT 32.2 - SAFEGUARD SCIENTIFICS INC | c18716exv32w2.htm |
EXHIBIT 10.2
SECOND LOAN MODIFICATION AGREEMENT
This Second Loan Modification Agreement (this “Loan Modification Agreement”) is entered into
as of April 29, 2011, by and between (i) SILICON VALLEY BANK, a California corporation with a loan
production office located at 100 Matsonford Road, Building 5, Suite 555, Radnor, Pennsylvania 19087
(“Bank”), (ii) SAFEGUARD SCIENTIFICS, INC., a Pennsylvania corporation (“SFE”), with offices
located at 435 Devon Park Drive, Building 800, Wayne, Pennsylvania 19087, SAFEGUARD DELAWARE, INC.,
a Delaware corporation (“SDI”), SAFEGUARD SCIENTIFICS (DELAWARE), INC., a Delaware corporation
(“SSI”), and SAFEGUARD DELAWARE II, INC., a Delaware corporation (“SDII”, and together with SFE,
SDI, and SSI, individually and collectively, jointly and severally, the “Borrower”). each with
offices located at 1105 N. Market St., Suite 1300, Wilmington, DE 19801.
1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and
obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan
arrangement dated as of May 27, 2009, evidenced by, among other documents, a certain Amended and
Restated Loan and Security Agreement dated as of May 27, 2009, between Borrower and Bank, as
amended by a certain Joinder and First Loan Modification Agreement, dated as of December 31, 2010
(as amended, the “Loan Agreement”). Capitalized terms used but not otherwise defined herein shall
have the same meaning as in the Loan Agreement.
2. DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by the Collateral as
described in the Loan Agreement (together with any other collateral security granted to Bank, the
“Security Documents”). Hereinafter, the Security Documents, together with all other documents
evidencing or securing the Obligations shall be referred to as the “Existing Loan Documents”.
3. DESCRIPTION OF CHANGE IN TERMS.
| A. | Modification to Loan Agreement. |
| 1 | The Loan Agreement shall be amended by deleting the following
definition from Section 13.1 thereof: |
“ “Minimum Required Balance” means funds of not less than Fifty Million
Dollars ($50,000,000) maintained by Borrower in investments in accounts with
Bank or Bank’s Affiliates, including (i) not less than Five Million Dollars
($5,000,000) in a non-interest bearing demand deposit account with Bank or
Bank’s Affiliates and (ii) not less than Five Million Dollars ($5,000,000)
in a money market mutual fund account with Bank or Bank’s Affiliates.”
and inserting in lieu thereof the following:
“ “Minimum Required Balance” means funds of not less than Fifty Million
Dollars ($50,000,000) maintained by Borrower in investments in accounts with
Bank or Bank’s Affiliates.”
4. FEES. Borrower shall reimburse Bank for all legal fees and expenses incurred in
connection with this amendment to the Existing Loan Documents.
5. AUTHORIZATION TO FILE. Borrower hereby authorizes Bank to file UCC financing statements
without notice to Borrower, with all appropriate jurisdictions, as Bank deems appropriate, in order
to further perfect or protect Bank’s interest in the Collateral, including a notice that any
disposition of the Collateral, by either the Borrower or any other Person, shall be deemed to
violate the rights of the Bank under the Code.
6. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever necessary
to reflect the changes described above.
7. RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and reaffirms all
terms and conditions of all security or other collateral granted to the Bank, and confirms that the
indebtedness secured thereby includes, without limitation, the Obligations.
8. NO DEFENSES OF BORROWER. Borrower hereby acknowledges and agrees that Borrower has no
offsets, defenses, claims, or counterclaims against Bank with respect to the Obligations, or
otherwise, and that if Borrower now has, or ever did have, any offsets, defenses, claims, or
counterclaims against Bank, whether known or unknown, at law or in equity, all of them are hereby
expressly WAIVED and Borrower hereby RELEASES Bank from any liability thereunder.
9. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existing
Obligations, Bank is relying upon Borrower’s representations, warranties, and agreements, as set
forth in the Existing Loan Documents. Except as expressly modified pursuant to this Loan
Modification Agreement, the terms of the Existing Loan Documents remain unchanged and in full force
and effect. Bank’s agreement to modifications to the existing Obligations pursuant to this Loan
Modification Agreement in no way shall obligate Bank to make any future modifications to the
Obligations. Nothing in this Loan Modification Agreement shall constitute a satisfaction of the
Obligations. It is the intention of Bank and Borrower to retain as liable parties all makers of
Existing Loan Documents, unless the party is expressly released by Bank in writing. No maker will
be released by virtue of this Loan Modification Agreement.
10. RIGHT OF SET-OFF. In consideration of Bank’s agreement to enter into this Loan
Modification Agreement, Borrower hereby reaffirms and hereby grants to Bank, a lien, security
interest and right of set off as security for all Obligations to Bank, whether now existing or
hereafter arising upon and against all deposits, credits, collateral and property, now or hereafter
in the possession, custody, safekeeping or control of Bank or any entity under the control of
Silicon Valley Bank (including a Bank subsidiary) or in transit to any of them. At any time after
the occurrence and during the continuance of an Event of Default, without demand or notice, Bank
may set off the same or any part thereof and apply the same to any liability or obligation of
Borrower even though unmatured and regardless of the adequacy of any other collateral securing the
loan. ANY AND ALL RIGHTS TO REQUIRE BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY
OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH
RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY
AND IRREVOCABLY WAIVED.
11. JURISDICTION/VENUE. Section 11 of the Loan Agreement is hereby incorporated by
reference in its entirety.
12. COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it
shall have been executed by Borrower and Bank.
[The remainder of this page is intentionally left blank]
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This Loan Modification Agreement is executed as of the date first written above.
| BORROWER: | ||||||
| SAFEGUARD SCIENTIFICS, INC. | ||||||
| By: | /s/ Stephen T. Zarrilli | |||||
| Name: | Stephen T. Zarrilli | |||||
| Title: | Senior Vice President and Chief Financial Officer | |||||
| SAFEGUARD DELAWARE, INC. | ||||||
| By: | /s/ Stephen T. Zarrilli | |||||
| Name: | Stephen T. Zarrilli | |||||
| Title: | Vice President | |||||
| SAFEGUARD SCIENTIFICS (DELAWARE), INC. | ||||||
| By: | /s/ Stephen T. Zarrilli | |||||
| Name: | Stephen T. Zarrilli | |||||
| Title: | Vice President | |||||
| SAFEGUARD DELAWARE II, INC. | ||||||
| By: | /s/ Stephen T. Zarrilli | |||||
| Name: | Stephen T. Zarrilli | |||||
| Title: | Vice President | |||||
| BANK: | ||||||
| SILICON VALLEY BANK | ||||||
| By: | /s/ Denis R. Boyle | |||||
| Name: | Denis R. Boyle | |||||
| Title: | VP — Relationship Manager | |||||
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