EX-10.2
Published on May 11, 2011
Exhibit 10.2
EXECUTION VERSION
GENERAL SECURITY AGREEMENT
THIS GENERAL SECURITY AGREEMENT, dated as of the 9th day of May, 2011 (the
Agreement), is made among TRIANGLE CAPITAL CORPORATION, a Maryland corporation (the
Borrower), ARC INDUSTRIES HOLDINGS, INC., a Delaware corporation, BRANTLEY HOLDINGS,
INC., a Delaware corporation, ENERGY HARDWARE HOLDINGS, INC., a Delaware corporation, MINCO
HOLDINGS, INC., a Delaware corporation, PEADEN HOLDINGS, INC., a Delaware corporation, TECHNOLOGY
CROPS HOLDINGS, INC., a Delaware corporation (collectively, the Guarantor-Grantors, and
the Borrower and the Guarantor-Grantors being collectively called the Grantors) and
BRANCH BANKING AND TRUST COMPANY (BB&T), acting as agent (in such capacity, the
Administrative Agent) for itself and for the other Secured Parties as defined herein.
W I T N E S S E T H:
RECITALS:
WHEREAS, the Administrative Agent and the Lenders (as defined in the Credit Agreement defined
below) have agreed to extend credit to the Borrower pursuant to the terms of that certain Credit
Agreement of even date herewith among the Borrower, the Guarantor-Grantors, BB&T, as a Lender and
as Administrative Agent, the Lenders signatory thereto, and BB&T Capital Markets and Fifth Third
Bank, as Joint Lead Arrangers (as amended, restated, or otherwise modified from time to time, the
Credit Agreement);
WHEREAS, the Borrower may from time to time enter into or guarantee one or more Hedge
Transactions (as defined in the Credit Agreement) with the Hedge Counterparties (as defined in the
Credit Agreement);
WHEREAS, each of the Guarantors (as defined in the Credit Agreement) has agreed to guarantee,
among other things, all the obligations of the Borrower under the Credit Agreement and the other
Loan Documents (as defined in the Credit Agreement); and
WHEREAS, the obligations of the Administrative Agent and the Lenders to extend credit under
the Credit Agreement and the other Loan Documents are conditioned upon, among other things, the
execution and delivery by the Grantors of a security agreement in the form hereof to secure (a) the
due and punctual payment by the Borrower of: (i) the principal of and interest on the Notes
(including, without limitation, any and all Revolver Advances), when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or otherwise and any renewals,
modifications or extensions thereof, in whole or in part; (ii) each payment required to be made by
the Borrower under the Credit Agreement, when and as due, including payments in respect of
reimbursement of disbursements, interest thereon, and obligations, if any, to provide cash
collateral and any renewals, modifications or extensions thereof, in whole or in part; and (iii)
all other monetary obligations of the Borrower to the Secured Parties under the Credit Agreement
and the other Loan Documents to which the Borrower is or is to be a party and any renewals,
modifications or extensions thereof, in whole or in part; (b) the due and punctual performance of
all other obligations of the Borrower under the Credit Agreement and the other
Loan Documents to which the Borrower is or is to be a party, and any renewals, modifications
or extensions thereof, in whole or in part; (c) the due and punctual payment (whether at the stated
maturity, by acceleration or otherwise) of all obligations (including any and all Hedging
Obligations (as defined in the Credit Agreement) arising under Hedging Agreements and obligations
which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due),
indebtedness and liabilities of the Borrower, now existing or hereafter incurred under, arising out
of or in connection with any and all Hedging Agreements and any renewals, modifications or
extensions thereof (including, all obligations, if any, of the Borrower as guarantor under the
Credit Agreement in respect of Hedging Agreements), and the due and punctual performance and
compliance by the Borrower with all of the terms, conditions and agreements contained in any
Hedging Agreement and any renewals, modifications or extensions thereof; (d) the due and punctual
payment and performance of all indebtedness, liabilities and obligations of any one or more of the
Borrower and Guarantors arising out of or relating to any Bank Products; (e) the due and punctual
payment and performance of all indebtedness, liabilities and obligations of any one or more of the
Borrower and Guarantors arising out of or relating to any Cash Management Services; and (f) the due
and punctual payment and performance of all obligations of each of the Guarantors under the Credit
Agreement and the other Loan Documents to which they are or are to be a party and any and all
renewals, modifications or extensions thereof, in whole or in part (all the foregoing indebtedness,
liabilities and obligations being collectively called the Obligations).
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by the Grantors and the Administrative
Agent, the parties agree as follows:
1. Definitions. As herein used, the following terms shall have the following
meanings:
(a) Account Debtor means any Person who is or may become obligated to a Grantor
under, with respect to or on account of an Account or any Supporting Obligation related thereto.
(b) Account means any and all accounts (as that term is defined in the U.C.C.)
of any Grantor and includes, without limitation, all obligations of every kind at any time owing to
any Grantor, all contract rights, health care insurance receivables and any and all rights of any
Grantor to payment for goods sold or leased or for services rendered whether due or to become due,
whether or not earned by performance and whether now existing or arising in the future, including,
without limitation, Accounts from Affiliates of the Grantors.
(c) Accounts Receivable Collateral shall mean all obligations of every kind at
any time owing to Borrower or any Guarantor howsoever evidenced or incurred, whether or not earned
by performance, including, without limitation, all accounts, instruments, notes, drafts,
acceptances, leases, open accounts, contract rights, chattel paper (whether tangible or electronic)
and general intangibles, all returned or repossessed goods and all books, records, computer tapes,
programs and ledger books arising therefrom or relating thereto, whether now owned or hereafter
acquired or arising and all proceeds of the foregoing.
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(d) Chattel Paper means any and all chattel paper (as that term is defined in
the U.C.C.), whether tangible or electronic, of any Grantor.
(e) Collateral means (i) all Accounts, General Intangibles, Documents, Chattel
Paper and Instruments now existing or hereafter arising of each Grantor; (ii) all guarantees of
each Grantors existing and future Accounts, General Intangibles, Chattel Paper and Instruments and
all other security held by any Grantor for the payment and satisfaction thereof; (iii) all
Inventory now owned or hereafter acquired by any Grantor; (iv) all Equipment now owned or hereafter
acquired of each Grantor; (v) all Intercompany Claims now existing or hereafter arising; (vi) any
and all now owned or hereafter acquired or arising Deposit Accounts, Investment Related Property,
Letter of Credit Rights, Goods (as that term is defined in the U.C.C.), Commercial Tort Claims and
Supporting Obligations; (vii) all books and records of the Grantors (including, without limitation,
computer records, tapes, discs and programs and all other media, written, electric, magnetic or
otherwise, containing such records) which relate to the Grantors Inventory, Equipment, Accounts,
Deposit Accounts, Investment Related Property, Letter of Credit Rights, Goods, Supporting
Obligations, General Intangibles, Chattel Paper and Instruments or guarantees thereof; (viii) all
insurance on all of the foregoing and the proceeds of that insurance; and (ix) all cash and noncash
proceeds and products of all of the foregoing and the proceeds and products of other proceeds and
products.
(f) Collateral Locations shall have the meaning assigned in Section 6 hereof.
(g) Commercial Tort Claims shall mean all commercial tort claims as defined in
the U.C.C., including, without limitation, all commercial tort claims listed on Schedule III (as
such schedule may be amended or supplemented from time to time).
(h) Commodities Accounts (i) shall mean all commodity accounts as defined in
Article 9 of the U.C.C. and (ii) shall include, without limitation, all of the accounts listed on
Schedule II under the heading Commodities Accounts (as such schedule may be amended or
supplemented from time to time).
(i) Credit Documents means the Credit Agreement, the Notes, the Collateral
Documents and all other Loan Documents.
(j) Deposit Account means all deposit accounts (as that term is defined in the
U.C.C.) of any Grantor, including without limitation, (i) any and all moneys, sums and amounts now
or hereafter on deposit with any Secured Party or otherwise to the credit of or belonging to any
Grantor and (ii) all of the accounts listed on Schedule II under the heading Deposit Accounts (as
such schedule may be amended or supplemented from time to time).
(k) Documents means any and all documents (as that term is defined in the
U.C.C.) of any Grantor.
(l) Equipment means any and all equipment (as that term is defined in the
U.C.C.) of any Grantor and shall include, without limitation, all equipment, machinery, appliances,
tools, motor vehicles, furniture, furnishings, floor samples, office equipment and supplies, and
tangible personal property, whether or not the same are or may become fixtures,
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used or bought for
use primarily in the business of any Grantor or leased by any Grantor to or
from others, of every nature, presently existing or hereafter acquired or created, wherever
located, additions, accessories and improvements thereto and substitutions therefor and all parts
which may be attached to or which are necessary for the operation and use of such personal property
or fixtures, whether or not the same shall be deemed to be affixed to real property, all
manufacturers warranties therefor, all parts and tools therefor, and all rights under or arising
out of present or future contracts relating to the foregoing. All equipment is and shall remain
personal property irrespective of its use or manner of attachment to real property.
(m) Excluded Capital Securities means, collectively, (A) any outstanding Capital
Securities (as defined in the Credit Agreement) issued by any of the SBIC Entities (as defined in
the Credit Agreement) and (B) any outstanding Capital Securities of a Foreign Subsidiary in excess
of 65% of the voting power of all classes of Capital Securities of such Foreign Subsidiary entitled
to vote.
(n) Executive Office shall have the meaning assigned to it in Section 6(d).
(o) General Intangibles means all general intangibles (as that term is defined
in the U.C.C.) of any Grantor (including, without limitation, all payment intangibles (as that term
is defined in the U.C.C.) and software, company records (paper and electronic), correspondence,
credit files, records and other documents, computer programs, computer software, computer tapes and
cards and other paper and documents in the possession or control of any Grantor or in the
possession or control of any affiliate or computer service bureau, and all contract rights
(including, without limitation, rights under any Hedging Transaction), claims, choses in action,
bank balances, judgments, rights as lessee under any and all leases of personal property, rights
and/or claims to tax refunds and other claims and rights to monies or property, warranties,
patents, patent applications, trademarks, trade names, trade secrets, formulas, licensing
agreements, royalty payments, copyrights, service names, customer lists, service marks, logos,
goodwill, intellectual property and deposit accounts, and all other general intangibles of every
kind, type or description).
(p) Instruments means all instruments (as that term is defined in the U.C.C.) of
any Grantor, including without limitation, checks, notes, certificated certificates of deposit,
investment securities, negotiable instruments and writings evidencing a right to the payment of
money of a type transferred in the ordinary course of business by delivery with any necessary
instrument or assignment.
(q) Intercompany Claims shall mean any and all rights of any Grantor in respect
of loans, advances or other claims owed to such Grantor by the Borrower, Guarantors or any
Subsidiary of Borrower or any Guarantor.
(r) Inventory means any and all inventory (as that term is defined in the
U.C.C.) of any Grantor and shall include, without limitation, tangible personal property held for
sale or lease or to be furnished under contracts of service, tangible personal property which any
such Grantor has so leased or furnished, and raw materials, work in process and materials used,
produced or consumed in such Grantors business, and shall include tangible personal property
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returned to any such Grantor by a purchaser or lessor thereof following the sale or lease thereof
by any such Grantor.
(s) Inventory Collateral shall mean all inventory of the Borrower and
Guarantors, or in which the Borrower or Guarantors have rights, whether now owned or hereafter
acquired, wherever located, including, without limitation, all goods of the Borrower and Guarantors
held for sale or lease or furnished or to be furnished under contracts of service, all goods held
for display or demonstration, goods on lease or consignment, returned and repossessed goods, all
raw materials, work-in-process, finished goods and supplies used or consumed in the business of
Borrower or any Guarantor, together with all documents, documents of title, dock warrants, dock
receipts, warehouse receipts, bills of lading or orders for the delivery of all, or any portion, of
the foregoing.
(t) Investment Accounts shall mean the Securities Accounts, Commodities Accounts
and Deposit Accounts.
(u) Investment Related Property means (i) any and all investment property (as
that term is defined in the U.C.C.) of any Grantor, including without limitation, any and all
securities, whether certificated or uncertificated, Security Entitlements, Securities Accounts,
Commodity Contracts and Commodity Accounts and (ii) all of the following (regardless of whether
classified as investment property under the U.C.C.): all (w) Pledged Equity Interests, (x) Pledged
Debt, (y) the Investment Accounts and (z) Certificates of Deposit.
(v) Letter of Credit Rights means any and all letter of credit rights (as that
term is defined in the U.C.C.).
(w) Obligations has the meaning set forth in the Recitals.
(x) Permitted Liens shall have the meaning given such term in Section 6(b)
hereof.
(y) Person means an individual, a corporation, a limited liability company, a
government or governmental subdivision or agency or instrumentality, a business trust, an estate, a
trust, a partnership, a cooperative, an association, two or more Persons having a joint or common
interest or any other legal or commercial entity.
(z) Pledged Debt shall mean all indebtedness for borrowed money owed to a
Grantor, whether or not evidenced by any instrument or promissory note, including, without
limitation, all indebtedness described on Schedule II under the heading Pledged Debt (as such
schedule may be amended or supplemented from time to time), all monetary obligations owing to any
Grantor from any other Grantor (including Intercompany Claims), the instruments evidencing any of
the foregoing, and all interest, cash, instruments and other property or proceeds from time to time
received, receivable or otherwise distributed in respect of or in exchange for any or all of the
foregoing.
(aa) Pledged Equity Interests shall mean all shares of and interests in Capital
Securities owned by a Grantor, including, without limitation, all shares of and interests in
Capital Securities described on Schedule II under the heading Pledged Equity Interests (as such
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schedule may be amended or supplemented from time to time), and the certificates, if any,
representing such shares and any interest of such Grantor in the entries on the books of the issuer
of such shares or interests or on the books of any securities intermediary pertaining to such
shares or interests, and all dividends, distributions, cash, warrants, rights, options,
instruments, securities and other property or proceeds from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such shares or interests and
any other warrant, right or option to acquire any of the foregoing, but excluding the Excluded
Equity Interests (as defined in the Pledge Agreement).
(bb) Proceeds means any and all proceeds (as that term is defined in the
U.C.C.), including without limitation, whatever is received when Collateral is sold, exchanged,
collected or otherwise disposed of.
(cc) Representation Date means each of (i) the Closing Date and (ii) each
Reporting Date. As used in this definition, Reporting Date shall mean the date of delivery of
any amendment or supplement to the Schedules hereto in accordance with the terms of this Agreement,
which delivery shall occur not less frequently than each Fiscal Quarter and shall occur promptly
following the end of each Fiscal Quarter, and in any event within 50 days following the end of each
Fiscal Quarter and 90 days following the end of each Fiscal Year.
(dd) Secured Parties shall have the meaning set forth in the Credit Agreement.
(ee) Securities Accounts shall mean all securities accounts as defined in
Article 8 of the U.C.C. and (ii) shall include, without limitation, all of the accounts listed on
Schedule II under the heading Securities Accounts (as such schedule may be amended or
supplemented from time to time).
(ff) Supporting Obligations means any and all supporting obligations (as that
term is defined in the U.C.C.).
(gg) U.C.C. means the Uniform Commercial Code as in effect in the State of North
Carolina or, when the context relates to perfection or priority of a security interest, the Uniform
Commercial Code as in effect from time to time in any other applicable jurisdiction.
Terms used herein and not otherwise defined herein shall have the meanings set forth in the
Credit Agreement or, if not defined therein, the U.C.C. The rules of interpretation specified in
Section 9.16 of the Credit Agreement shall be applicable to this Agreement and the provisions of
Section 1.04 of the Credit Agreement shall apply to this Agreement as if such provisions were
specifically set forth herein mutatis mutandis.
2. Security Interest. In consideration of and in order to secure the fulfillment,
satisfaction, payment and performance of all of the Obligations, each Grantor hereby assigns,
pledges, hypothecates and sets over to the Administrative Agent, its successors and its assigns,
for the benefit of the Secured Parties, and grants to the Administrative Agent, its successors and
its assigns, for the benefit of the Secured Parties, a security interest in all of the Collateral.
Notwithstanding anything herein to the contrary, Collateral shall not include, and the security
interest herein shall not attach to, (x) the Excluded Equity Interests, (y) the Excluded Capital
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Securities, or (z) any property rights in Capital Securities (other than Capital Securities issued
by any Subsidiary), or any Operating Documents of any issuer of such Capital Securities to which a
Grantor is a party, or any of its rights or interests thereunder, if the grant of such security
interest
shall constitute or result in (i) the abandonment, invalidation or unenforceability of any
right, title or interest of the Grantor therein or (ii) in a breach or termination pursuant to the
terms of, or a default under, any such property rights or Operating Documents (other than to the
extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or
9-409 of the UCC (or any successor provisions) of any relevant jurisdiction or any other Applicable
Law (including the Bankruptcy Code) or principals of equity).
3. Care of Collateral. The Grantors have the risk of loss of the Collateral. The
Administrative Agent shall have no duty of care with respect to the Collateral, except that the
Administrative Agent shall exercise reasonable care with respect to Collateral in its custody, but
shall be deemed to have exercised reasonable care if such property is accorded treatment
substantially equal to that which the Administrative Agent accords its own property, or if the
Administrative Agent takes such action with respect to the Collateral as a Grantor shall request in
writing, but no failure to comply with any such request nor any omission to do any such act
requested by a Grantor shall be deemed a failure to exercise reasonable care, nor shall the
Administrative Agents failure to take steps to collect any income accruing on the Collateral or to
preserve rights against any parties or property be deemed a failure to have exercised reasonable
care with respect to Collateral in its custody, except in the event of Administrative Agents gross
negligence or willful misconduct. The rights and security interest herein provided are granted as
security only and shall not subject the Administrative Agent or any Secured Party to, or in any way
alter or modify, any obligation or liability of any Grantor with respect to or arising out of any
of the Collateral.
4. Set-Off. In addition to the rights and security interest elsewhere herein set
forth, the Administrative Agent may, at its option at any time(s) after the occurrence of an Event
of Default (and the expiration of any cure period related thereto) and during the continuation
thereof, and with notice to any Grantor of such action, appropriate and apply to the payment or
reduction, either in whole or in part, of the amount owing on any one or more of the Obligations,
whether or not then due, any and all moneys now or hereafter on deposit in a Deposit Account
maintained with the Administrative Agent or otherwise to the credit of or belonging to a Grantor in
such deposit account, it being understood and agreed that the Administrative Agent shall not be
obligated to assert or enforce any rights or security interest hereunder or to take any action in
reference thereto, and that the Administrative Agent may in its discretion at any time(s)
relinquish its rights as to particular Collateral hereunder without thereby affecting or
invalidating the Administrative Agents rights hereunder as to all or any other Collateral
hereinbefore referred to, provided, however, that failure to provide such notice to
such Grantor shall in no way affect the rights of the Lenders.
5. Collection of Accounts and Pledged Debt; Interest and other Amounts Payable.
(a) Upon occurrence of an Event of Default (and the expiration of any cure period related
thereto) and during the continuation thereof, the Administrative Agent shall have the right at any
time:
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(i) to collect the Accounts and Pledged Debt, to sell, assign, compromise, discharge or
extend the time for payment of any Account or Pledged Debt, to accelerate any Pledged Debt that may
be accelerated in accordance with its terms, to institute
legal action for the collection of any Account or Pledged Debt, and to do all acts and things
necessary or incidental thereto, in each case acting if it so chooses in the name of any or all of
the Grantors, and the Grantors hereby ratify all such acts;
(ii) with notice to any Grantor, to notify the parties obligated on any of the Collateral
of the security interest in favor of the Administrative Agent created hereby and to direct all such
Persons to make payments of all amounts due thereon or thereunder directly to the Administrative
Agent or to an account designated by the Administrative Agent, provided, however,
that failure to provide such notice to the such Grantor shall in no way affect the rights of the
Lenders;
(iii) request that the Grantors notify Account Debtors and/or obligors under Pledged Debt
and indicate on all billings that payments thereon are to be made to the Administrative Agent, and
the Grantors hereby agrees to make such notification and such indication on billings if so
requested. In the event Account Debtors and/or obligors under Pledged Debt are so notified, no
Grantor shall compromise, discharge, extend the time for payment or otherwise grant any indulgence
or allowance with respect to any Account or Pledged Debt without the prior written consent of the
Administrative Agent.
(b) Each Grantor hereby irrevocably designates and appoints the Administrative Agent its
true and lawful attorney either in the name of the Administrative Agent or in the name of such
Grantor, effective after the occurrence of an Event of Default (and the expiration of any cure
period related thereto) and during the continuation thereof for the limited purpose of the
following: to ask for, demand, sue for, collect, compromise, compound, receive, receipt for and
give acquittances for any and all sums owing or which may become due upon any items of the
Collateral and, in connection therewith, to take any and all actions as the Administrative Agent
may deem necessary or desirable in order to realize upon the Collateral, including, without
limitation, power to endorse in the name of such Grantor, any checks, drafts, notes or other
instruments received in payment of or on account of the Collateral, but the Administrative Agent
shall not be under any duty to exercise any such authority or power or in any way be responsible
for the collection of the any Collateral.
(c) All interest, income, principal, other amounts and Proceeds (including wire transfers,
checks and other instruments) that are received by any Grantor in violation of the provisions of
clause (a) shall be received in trust for the benefit of the Administrative Agent, shall be
segregated from other property or funds of the Grantors and shall be forthwith deposited into such
account or paid over or delivered to the Administrative Agent in the same form as so received (with
any necessary endorsements or assignments) to be held as Collateral and applied to the Obligations
as provided herein. The rights set forth in this Section 5 are supplementary and in addition to
(and not in limitation of) the rights granted to the Administrative Agent and/or the Secured
Parties in the Credit Documents.
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6. Representations, Warranties and Covenants as to Collateral.
Each Grantor represents, warrants and covenants to and for the benefit of the Administrative
Agent and the Secured Parties, on the date of this Agreement and on each date a Borrowing is made
or deemed made, that:
(a) Sale of Collateral. Upon the sale, exchange or other disposition of the
Inventory Collateral, the security interest and lien created and provided for herein, without break
in continuity and without further formality or act, shall continue in and attach to any proceeds
thereof, including, without limitation, accounts, chattel paper, contract rights, shipping
documents, documents of title, bills of lading, warehouse receipts, dock warrants, dock receipts
and cash or non-cash proceeds, and in the event of any unauthorized sale, shall continue in the
Inventory Collateral itself.
(b) Good Title; No Existing Encumbrances. The Grantors owns their items of
Collateral free and clear of any prior Lien other than Liens permitted by Section 5.14 of the
Credit Agreement (referred to herein as the Permitted Liens), and no financing statements
or other evidences of the grant of a security interest respecting the Collateral exist on the
public records other than with respect to Permitted Liens.
(c) Right to Grant Security Interest; No Further Encumbrances. The Grantors have
the right to grant a security interest in the Collateral. Except as permitted by the Credit
Agreement, the Grantors will pay all taxes and other charges against the Collateral (including,
without limitation, property, use and sales taxes). No Grantor will acquire, use and will take
commercially reasonable efforts not to permit any Collateral to be used illegally or in violation
of Applicable Laws or allow the Collateral to be encumbered except for Permitted Liens.
(d) Location of Collateral. The Grantors hereby represent and warrant to the
Administrative Agent and the Lenders that, as of the date hereof, the Collateral is situated only
at the collateral locations listed in Schedule I hereto (the Collateral Locations), and
the Grantors covenant with the Administrative Agent not to locate the Collateral at any location
other than a Collateral Location without at least 10 days prior written notice to the
Administrative Agent. The executive office of each Grantor set forth on Schedule I hereto (the
Executive Office) is, and for the one-year period preceding the Closing Date has been,
such Grantors chief executive office (if such Grantor has more than one place of business) or
place of business (if such Grantor has one place of business). In addition, to the extent the
Grantors should warehouse any of the Inventory Collateral, the Grantors acknowledge and agree that
such warehousing may be conducted only by warehousemen who shall: (1) issue non-negotiable
warehouse receipts in the Administrative Agents name to evidence any such warehousing of goods
constituting Inventory Collateral; or (2) issue electronic warehouse receipts in the Administrative
Agents name to evidence any such warehousing of goods constituting Inventory Collateral in
compliance with applicable federal regulations and in all other respects satisfactory to the
Administrative Agent in its sole discretion. If any Grantor consigns any of the Inventory
Collateral, it will comply with the U.C.C. of any state where such Inventory Collateral is located
with respect thereto, and shall file, cause the filing and hereby authorizes the Administrative
Agent to file in the appropriate public office or offices UCC-1 financing statements showing such
Grantor or Grantors as consignor and the Administrative Agent as assignee of consignor, and will
furnish copies thereof
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to the Administrative Agent. If any of the Inventory Collateral or
Equipment Collateral or any records concerning the Collateral are at any time to be located on
premises leased by a Grantor or on premises owned by a Grantor subject to a mortgage or other lien,
such Grantor shall so notify the Administrative Agent and shall if reasonably requested by the
Administrative Agent obtain and deliver or cause to be delivered to the Administrative Agent, an
agreement, in form and substance satisfactory to the Administrative Agent, waiving the landlords
or mortgagees or
lienholders right to enforce any claim against the Grantors for monies due under the
landlords lien, mortgage or other lien by levy or distraint or other similar proceedings against
the Inventory Collateral or Equipment Collateral or records concerning the Collateral and assuring
the Administrative Agents ability to have access to the Inventory Collateral or Equipment
Collateral and records concerning the Collateral in order to exercise its right hereunder to take
possession thereof.
(e) Collateral Status. The Grantors will promptly notify the Administrative Agent
if there is any adverse change in the status of the Collateral that would reasonably be expected to
have a Material Adverse Effect or that would materially and adversely affect the ability of any
Grantor or the Administrative Agent to dispose of the Collateral or any material portion thereof,
or the rights and remedies of the Administrative Agent in relation thereto, including, without
limitation, the levy of any legal process against the Collateral or any material portion thereof.
(f) Delivery of Certain Collateral. Upon the reasonable request of the
Administrative Agent, the Grantors shall deliver to the Administrative Agent (or to the Collateral
Custodian as its agent and bailee), all agreements, letters of credit, promissory notes,
instruments, certificates of deposit, chattel paper or anything else, the physical possession of
which is necessary in order for the Administrative Agent, on behalf of the Secured Parties, to
perfect or preserve the priority of its security interest therein. Without limiting the generality
of the foregoing, with respect to any Investment Related Property that is represented by a
certificate or that is an instrument (other than any Investment Related Property credited to a
Securities Account), each Grantor shall cause such certificate or instrument to be delivered to the
Administrative Agent (or to the Collateral Custodian as its agent and bailee), indorsed in blank by
an effective indorsement (as defined in Section 8-107 of the U.C.C.), regardless of whether such
certificate constitutes a certificated security for purposes of the U.C.C.
(g) Records Respecting Collateral. The Grantors shall keep complete and accurate
books and records and make all necessary entries thereon to reflect the transactions and facts
giving rise to the Collateral and payments, credits and adjustments applicable thereto, all in
accordance with GAAP. All books and records of the Grantors with respect to the Collateral will be
accessible from the Executive Office (as it may be changed pursuant to Section 6(e)).
(h) Further Assurances. Each Grantor shall duly execute and/or deliver (or cause
to be duly executed and/or delivered) to the Administrative Agent (or to the Collateral Custodian
as its agent and bailee) any instrument, invoice, document, document of title, dock warrant, dock
receipt, warehouse receipt, bill of lading, order, financing statement, assignment, waiver, consent
or other writing reasonably requested by the Administrative Agent which may be reasonably necessary
to the Administrative Agent to carry out the terms of this Agreement and any of the other Loan
Documents and to perfect its security interest in and facilitate the collection of the Collateral,
the proceeds thereof, and any other property at any time constituting
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security to the Secured
Parties. Each Grantor shall perform or cause to be performed such acts as the Administrative Agent
or any Secured Party may reasonably request to establish and maintain for the Administrative Agent
and the Secured Parties a valid and perfected security interest in and security title to the
Collateral, free and clear of any Liens other than Permitted Liens.
(i) Maintenance of Insurance. In addition to and cumulative with any other
requirements herein imposed on the Grantors with respect to insurance, the Grantors shall maintain,
or cause to be maintained, insurance as required under the Credit Agreement. The Grantors shall
deliver to the Administrative Agent at such times as the Administrative Agent may request in
writing, a detailed list of such insurance then in effect stating the names of the insurance
companies, the amounts and rates of insurance, the date of expiration thereof, the properties and
risks covered thereby and the insured with respect thereto. The Grantors will pay all premiums on
the insurance referred to herein as and when they become due and shall do all things necessary to
maintain the insurance in effect. If any Grantor shall default in its obligation hereunder to
insure the Collateral in a manner reasonably satisfactory to the Administrative Agent, then the
Administrative Agent shall have the right (but not the obligation), after reasonable notice to such
Grantor, to procure such insurance and to charge the costs of same to the Grantors, which costs
shall be added to and become a part of the unpaid principal amount of the Obligations and shall be
secured by the Collateral. Each Grantor hereby appoints (which appointment constitutes a power
coupled with an interest and is irrevocable as long as any of the Obligations remain outstanding)
Administrative Agent as its lawful attorney-in-fact, effective after the occurrence of an Event of
Default (and the expiration of any cure period related thereto) and during the continuation
thereof, with full authority to make, adjust, settle claims under and/or cancel such insurance and
to endorse the Grantors name on any instruments or drafts issued by or upon any insurance
companies.
(j) Fundamental Changes. The Grantors hereby agrees that it shall not move its
Executive Office, or change its name, identity, state of incorporation or organization, type of
organization or its structure to other than as existing on the date hereof, unless the Grantors
shall have (i) notified the Administrative Agent in writing at least 20 days prior thereto and
provided such other information as the Administrative Agent may reasonably request and (ii) taken
all actions necessary or reasonably requested by the Administrative Agent to maintain the
continuous validity, perfection and the same or better priority of the Administrative Agents
Liens.
(k) Name, Jurisdiction and Identification Number of Organization. The exact legal
name of each Grantor, the state of incorporation or organization and organizational identification
number for each Grantor is as set forth below:
Triangle Capital Corporation |
Maryland | D11541372 | ||||||
ARC Industries Holdings, Inc. |
Delaware | 4471028 | ||||||
Brantley Holdings, Inc. |
Delaware | 4464504 | ||||||
Energy Hardware Holdings, Inc. |
Delaware | 4471862 | ||||||
Minco Holdings, Inc. |
Delaware | 4825270 | ||||||
Peaden Holdings, Inc. |
Delaware | 4635150 | ||||||
Technology Crops Holdings, Inc. |
Delaware | 4732965 |
11
Each Grantor was duly organized solely under the laws of such jurisdiction and, except as
provided on Schedule I, such Grantor has not changed its legal name, jurisdiction of organization
or its corporate structure in the five (5) years prior to the Closing Date.
(l) Control Agreements. Each Grantor will obtain and deliver or cause to be
delivered to the Administrative Agent, a control agreement in form and substance satisfactory to
Administrative Agent and such Grantor with respect to the Collateral with respect to: (i)
Deposit Accounts; (ii) Investment Related Property (for Securities Accounts, mutual funds and other
uncertificated securities); and (iii) Letter of Credit Rights; and/or Electronic chattel paper
having, individually, a value in excess of $500,000 or as otherwise requested by the Administrative
Agent; provided that, in each case, no such Collateral shall be included in
calculating the Borrowing Base unless the same is subject to a control agreement.
(m) Marking of Chattel Paper. If requested by the Administrative Agent, no
Grantor will create any Chattel Paper without placing a legend on the Chattel Paper reasonably
acceptable to the Administrative Agent indicating that the Administrative Agent has a security
interest in the Chattel Paper.
(n) Business Purpose. None of the Obligations is a Consumer Transaction, as
defined in the U.C.C., and none of the Collateral has been or will be purchased or held primarily
for personal, family or household purposes.
(o) Assumed Debt. No Grantor has within the last five (5) years become bound
(whether as a result of merger or otherwise) as debtor under a security agreement entered into by
another Person, which has not been terminated prior to the date of this Agreement.
(p) No Authorizations. No authorization, approval or other action by, and no
notice to or filing with, any Governmental Authority or regulatory body is required for either (i)
the pledge or grant by any Grantor of the security interest purported to be created in favor of the
Administrative Agent hereunder or (ii) the exercise by the Administrative Agent of any rights or
remedies in respect of any Collateral (whether specifically granted or created hereunder or created
or provided for by applicable law), except as may be required, in connection with the disposition
of any Investment Related Property, by laws generally affecting the offering and sale of
Securities.
(q) Preservation. No Grantor shall take or permit any action which could
materially impair the Administrative Agents rights in the Collateral, subject to Grantors rights
to dispose of rights in the Collateral to the extent permitted hereunder or under the Credit
Agreement or the right to grant Permitted Liens. Each Grantor agrees that it will, at its own cost
and expense, take any and all actions necessary to warrant and defend the right, title and interest
of the Secured Parties in and to the Collateral against the claims and demands of all other Persons
(other than the holders of Permitted Liens).
(r) Pledged Debt. On each Representation Date, Schedule II hereto (as such
schedule may be amended or supplemented from time to time) sets forth under the heading Pledged
Debt all of the Pledged Debt owned by any Grantor and all of such Pledged Debt with a principal
amount in excess of $500,000 individually has been fully authorized, authenticated or
12
issued, and
delivered and is the legal, valid and binding obligation of the issuers thereof and is not in
default and constitutes all of the issued and outstanding intercompany indebtedness evidenced by an
instrument or certificated security of the respective issuers thereof owing to such Grantor.
(s) Investment Accounts. Schedule II hereto (as such schedule may be
amended or supplemented from time to time) sets forth under the headings Securities Accounts
and Commodities Accounts, respectively, all of the Securities Accounts and Commodities Accounts
in which each Grantor has an interest. Each Grantor is the sole entitlement holder of each such
Securities Account and Commodities Account, and such Grantor has not consented to, and is not
otherwise aware of, any Person (other than the Administrative Agent pursuant hereto) having
control (within the meaning of Sections 8-106 and 9-106 of the U.C.C.) over, or any other
interest in, any such Securities Account or Commodity Account or any securities or other property
credited thereto.
(t) Deposit Accounts. Schedule II hereto (as such schedule may be amended or
supplemented from time to time) sets forth under the heading Deposit Accounts all of the Deposit
Accounts in which each Grantor has an interest and each Grantor is the sole account holder of each
such Deposit Account and such Grantor has not consented to, and is not otherwise aware of, any
Person (other than the Administrative Agent pursuant hereto) having either sole dominion and
control (within the meaning of Section 9-104 of the U.C.C.) over, or any other interest in, any
such Deposit Account or any money or other property deposited therein.
(u) Commercial Tort Claims. Schedule III (as such schedule may be amended or
supplemented from time to time) sets forth all Commercial Tort Claims of each Grantor.
(v) Letter of Credit Rights. Schedule III (as such schedule may be amended or
supplemented from time to time) lists all letters of credit to which such Grantor has rights.
(w) After-Acquired Property. In the event any Grantor acquires rights in any
Investment Related Property (other than Pledged Entities (as defined in the Pledge Agreement),
Commercial Tort Claims or Letter of Credit Rights after the date of this Agreement, it shall
deliver to the Administrative Agent a completed Pledge Supplement, substantially in the form of
Annex A attached hereto, together with all Supplements to Schedules thereto, reflecting such new
Investment Related Property, Commercial Tort Claims, Letter of Credit Rights and all other
Investment Related Property, Commercial Tort Claims, Letter of Credit Rights; provided,
however, that the Grantors shall only be required to provide an updated Pledge Supplement
with respect to Pledged Debt acquired during any Fiscal Quarter on or before the Reporting Date
immediately following the end of such Fiscal Quarter. Notwithstanding the foregoing, it is
understood and agreed that the security interest of the Administrative Agent shall attach to all
Investment Related Property (other than Excluded Capital Securities), Commercial Tort Claims and
Letter of Credit Rights immediately upon any Grantors acquisition of rights therein and shall not
be affected by the failure of any Grantor to deliver a supplement to Schedule II or Schedule III as
required hereby.
13
7. Events of Default. The happening of any one or more of the following events
shall constitute an Event of Default hereunder: (a) the nonpayment when due of any of the
Obligations which nonpayment is not fully cured within the applicable grace period therefor, if
any; (b) the failure to perform, observe or fulfill any covenant or obligation contained in this
Agreement and the continuation of such failure for more than thirty (30) days after the earlier of:
(i) the first day on which any Loan Party has knowledge of such failure; or (ii) written notice
thereof has been given to any Grantor by the Administrative Agent or (c) the occurrence of an
Event of Default and the expiration of any cure period related thereto (as defined in the
Credit Agreement).
8. Remedies. Upon the occurrence of an Event of Default (and the expiration of
any cure period related thereto) and during the continuation thereof, the Administrative Agent
shall have all of the rights and remedies available at law (including, without limitation, those
provided to a secured party by the U.C.C.), or in equity to collect, enforce or satisfy any
Obligations then owing, whether by acceleration or otherwise. In addition thereto, each Grantor
further agrees that (i) in the event that notice is necessary under applicable law, written notice
mailed to a Grantor at such Grantors address as provided herein, ten (10) business days prior to
the date of public sale of any of the Collateral subject to the security interest created herein or
prior to the date after which private sale or any other disposition of said Collateral will be made
shall constitute reasonable notice, but notice given in any other reasonable manner or at any other
time shall be sufficient; (ii) in the event of sale or other disposition of any such Collateral,
the Administrative Agent may apply the proceeds of any such sale or disposition to the satisfaction
of the Administrative Agents reasonable attorneys fees, legal expenses, and other costs and
expenses incurred in connection with the Administrative Agents taking, retaking, holding,
preparing for sale, and selling of the Collateral; (iii) without precluding any other methods of
sale, the sale of Collateral shall have been made in a commercially reasonable manner if conducted
in conformity with reasonable commercial practices of banks disposing of similar property but in
any event the Administrative Agent may sell on such terms as the Administrative Agent may choose,
without assuming any credit risk and without any obligation to advertise or give notice of any
kind; (iv) the Administrative Agent may require the Grantors to assemble the Collateral, taking all
necessary or appropriate action to preserve and keep it in good condition, and make such available
to the Administrative Agent at a place and time convenient to both parties, all at the expense of
the Grantors; (v) the Administrative Agent has no obligation to repair, clean-up or otherwise
prepare the Collateral for sale; and (vi) the Administrative Agent shall comply with any applicable
state or federal law requirements in connection with a disposition of the Collateral and compliance
will not be considered adversely to affect the commercial reasonableness of any sale of the
Collateral. Furthermore, in any such event, to the extent permitted under applicable law, full
power and authority are hereby given the Administrative Agent to sell, assign, and deliver the
whole of the Collateral or any part(s) thereof, at any time(s) at any brokers board, or at public
or private sale, at the Administrative Agents option, and no delay on the Administrative Agents
part in exercising any power of sale or any other rights or options hereunder, and no notice or
demand, which may be given to or made upon any or all of the Grantors by the Administrative Agent
or any Secured Party with respect to any power of sale or other right or option hereunder, shall
constitute a waiver thereof, or limit or impair the Administrative Agents right to take any action
or to exercise any power of sale or any other rights hereunder, without notice or demand, or
prejudice the Administrative Agents rights as against the Grantors in any respect. The Grantors
hereby waive and release to the fullest extent permitted by law any
14
right or equity of redemption
with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of
marshaling the Collateral and any other security for the Obligations or otherwise. At any such
sale, unless prohibited by applicable law, the Administrative Agent may bid for and purchase all or
any part of the Collateral so sold free from any such right or equity of redemption. If
Administrative Agent sells any of the Collateral upon credit, the Grantors will be credited only
with payments actually made by the purchaser, received by the Administrative Agent and applied to
the indebtedness of the purchaser. In the event the
purchaser fails to pay for the Collateral, the Administrative Agent may resell the Collateral
and the Grantors shall be credited with the proceeds of the sale as and when received, less
expenses. In the event the Administrative Agent purchases any of the Collateral being sold, the
Administrative Agent may pay for the Collateral by crediting some or all of the Obligations of the
Grantors. The Administrative Agent shall not be liable for failure to collect or realize upon any
or all of the Collateral or for any delay in so doing nor shall the Administrative Agent be under
any obligation to take any action whatsoever with regard thereto. The Administrative Agent has no
obligation to attempt to satisfy the Obligations by collecting them from any other person liable
for them and the Administrative Agent may release, modify or waive any collateral provided by any
other Person to secure any of the Obligations, all without affecting the Administrative Agents
rights against the Grantors. The Grantors waive any right they may have to require the
Administrative Agent to pursue any third Person for any of the Obligations. The Administrative
Agent may sell the Collateral without giving any warranties as to the Collateral and may
specifically disclaim any warranties of title or the like. This procedure will not be considered
to adversely affect the commercial reasonableness of any sale of the Collateral.
9. Continuing Security Interest. Any and all of the Administrative Agents rights
with respect to the security interests hereunder shall continue unimpaired, and the Grantors shall
be and remain obligated in accordance with the terms hereof, notwithstanding the release or
substitution of any Collateral at any time or of any rights or interests therein, or any delay,
extension of time, renewal, compromise or other indulgence granted by the Administrative Agent or
any Secured Party in reference to any of the Obligations, or any promissory note, draft, bill of
exchange or other instrument or Credit Document given in connection therewith, the Grantors hereby
waiving all notice of any such delay, extension, release, substitution, renewal, compromise or
other indulgence, and hereby consenting to be bound thereby as fully and effectually as if the
Grantors had expressly agreed thereto in advance.
10. No Waiver. No delay on the Administrative Agents part in exercising any
power of sale, option or other right hereunder, and no notice or demand which may be given to or
made upon any Grantor by the Administrative Agent, shall constitute a waiver thereof, or limit or
impair the Administrative Agents right to take any action or to exercise any other power of sale,
option or any other right hereunder, without notice or demand, or prejudice the Administrative
Agents rights as against any Grantor in any respect.
11. Financing Statements. Each Grantor hereby irrevocably authorizes the
Administrative Agent at any time and from time to time to file in any relevant jurisdiction any
initial financing statements with respect to the Collateral or any part thereof and amendments
thereto that contain the information required by the U.C.C. of each applicable jurisdiction for the
filing of any financing statement or amendment, including (i) whether such Grantor is an
organization, the type of organization and any organizational identification number issued to
15
such
Grantor, and (ii) a description of collateral that describes such property in any other manner as
the Administrative Agent may reasonably determine is necessary or advisable to ensure the
perfection of the security interest in the Collateral granted under this Agreement. Each Grantor
agrees to provide such information to the Administrative Agent promptly upon request. Each Grantor
agrees to reimburse the Administrative Agent for the expense of any such filings in any location
deemed necessary and appropriate by the Administrative Agent. To the extent lawful, each Grantor
hereby appoints the Administrative Agent as its attorney-in-fact (without requiring
the Administrative Agent to act as such) to perform all other acts that the Administrative
Agent deems appropriate to perfect and continue its security interest in, and to protect and
preserve, the Collateral.
12. Power of Attorney. Each Grantor hereby appoints any officer or agent of the
Administrative Agent as such Grantors true and lawful attorney-in-fact with the limited power (i)
effective at any time an Event of Default (and the expiration of any cure period related thereto)
has occurred and is continuing, to execute and file or record any Assignments of Mortgage with
respect to any Portfolio Investment, (ii) effective after the occurrence and during the continuance
of an Event of Default (and the expiration of any cure period related thereto), to endorse the name
of such Grantor upon any notes, checks, drafts, money orders or other instruments of payment or
Collateral which may come into possession of the Administrative Agent; to sign and endorse the name
of such Grantor upon any invoices, freight or express bills, bills of lading, storage or warehouse
receipts, drafts against Account Debtors, assignments, verifications and notices in connection with
Accounts; to give written notice to such office and officials of the United States Postal Service
to affect such change or changes of address so that all mail addressed to any or all Grantors may
be delivered directly to the Administrative Agent (the Administrative Agent will return all mail
not related to the Obligations or the Collateral); granting unto such Grantors said attorney full
power to do any and all things necessary to be done with respect to the above transactions as fully
and effectively as the Grantor might or could do, and hereby ratifying all its said attorney shall
lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable for
the term of this Agreement and all transactions hereunder.
13. Remedies, Etc., Cumulative. Each right, power and remedy of the
Administrative Agent provided for in this Agreement or the Credit Documents or in any of the other
instruments or agreements securing the Obligations or now or hereafter existing at law or in equity
or by statute shall be cumulative and concurrent and shall be in addition to every other such
right, power or remedy. The exercise or beginning of the exercise by the Administrative Agent of
any one or more of the rights, powers or remedies provided for in this Agreement, the Credit
Documents or in any such other instrument or agreement now or hereafter existing at law or in
equity or by statute or otherwise shall not preclude the simultaneous or later exercise by the
Administrative Agent of all such other rights, powers or remedies, and no failure or delay on the
part of the Administrative Agent to exercise any such right, power or remedy shall operate as a
waiver thereof.
14. Continuing Agreement. This is a continuing agreement and shall remain in full
force and effect until terminated by written agreement of the parties and until all of the
principal of, premium, if any, and interest on all of the Obligations have been fully paid. This
Agreement and the liens and security interests created and granted hereunder shall remain in
effect,
16
notwithstanding the fact that at any time or from time to time there may be no Obligations
outstanding, in order to secure all future Obligations. If this Security Agreement is revoked by
operation of law as against any Grantor, such Grantor will indemnify and save the Administrative
Agent and its successors or assigns, harmless from any loss which may be suffered or incurred by
them in making, giving, granting or extending any loans or other credit, financing or financial
accommodations, or otherwise acting, hereunder prior to receipt by the Administrative Agent of
notice in writing of such revocation.
15. Miscellaneous. This Agreement shall be governed by the laws of the State of
North Carolina in all respects, including matters of construction, validity and performance except
to the extent that the remedies provided herein with respect to any of the collateral are governed
by the laws of any jurisdiction other than North Carolina; section headings herein are for the
convenience of reference only and shall not affect the construction or interpretation of or alter
or modify the provisions of this Agreement; none of the terms or provisions of this Agreement may
be waived, altered, modified, limited or amended except by an agreement expressly referring hereto
and to which the Administrative Agent consents in writing duly signed for the Administrative Agent
and on the Administrative Agents behalf; the rights granted to the Administrative Agent herein
shall be supplementary and in addition to those granted to the Administrative Agent and/or the
Secured Parties in any Credit Documents; the addresses of the parties for delivery of notices,
requests, demands and other communications hereunder are as set forth in the Credit Agreement.
Each of the Grantors hereby agrees that all of their liabilities and obligations under this
Agreement shall be joint and several. No reference to proceeds in this Agreement authorizes any
sale, transfer, or other disposition of the Collateral by any Grantor.
16. Duties of Administrative Agent. The Administrative Agent has been appointed
by the Secured Parties pursuant to the Credit Agreement. Its duties to the Secured Parties, powers
to act on behalf of the Secured Parties, and immunity are set forth solely therein, and shall not
be altered by this Security Agreement. Any amounts realized by the Administrative Agent hereunder
shall be allocated pursuant to Section 6.04 of the Credit Agreement.
17. Notices of Exclusive Control. The Administrative Agent agrees that it shall
not deliver a notice of exclusive control under any control agreement executed in connection with
this Agreement until a Default or an Event of Default has occurred and is continuing.
[Remainder of page intentionally left blank]
17
IN WITNESS WHEREOF, this Security Agreement has been executed as of the day and year first
above written.
GRANTORS: TRIANGLE CAPITAL CORPORATION |
||||
By: | ||||
Name: | ||||
Title: | ||||
ARC INDUSTRIES HOLDINGS, INC. |
||||
By: | ||||
Name: | ||||
Title: | ||||
BRANTLEY HOLDINGS, INC. |
||||
By: | ||||
Name: | ||||
Title: | ||||
ENERGY HARDWARE HOLDINGS, INC. |
||||
By: | ||||
Name: | ||||
Title: | ||||
MINCO HOLDINGS, INC. |
||||
By: | ||||
Name: | ||||
Title: | ||||
PEADEN HOLDINGS, INC. |
||||
By: | ||||
Name: | ||||
Title: | ||||
TECHNOLOGY CROPS HOLDINGS, INC. |
||||
By: | ||||
Name: | ||||
Title: | ||||
18
SCHEDULE
I
Collateral Locations; Executive Offices; Corporate Changes
1. | Except with respect to Collateral held by third party financial institutions, including but not limited to deposit accounts and items subject to custodial agreements, the Collateral Location is 3700 Glenwood Avenue #530, Raleigh, North Carolina 27612. |
2. | The Executive Office of Grantor is as follows: 3700 Glenwood Avenue #530, Raleigh, North Carolina 27612. |
3. | Changes to Legal Name, Jurisdiction of Organization or Corporate Structure: |
Triangle Capital Partners, LLC was the predecessor to the Grantor. Further, the general partner of
Triangle Mezzanine Fund LLLP before the Grantors initial public offering was Triangle Mezzanine
LLC and after the Grantors initial public offering was New Triangle GP, LLC.
On February 21, 2007, concurrently with the closing of Grantors initial public offering, Grantor
consummated the following formation transactions:
Grantor acquired 100% of the limited partnership interests in Triangle Mezzanine Fund LLLP (the
Fund) in exchange for approximately 1.4 million shares of Grantors common stock. The Fund
became Grantors wholly owned subsidiary, retained its SBIC license and continues to hold its
existing investments.
Grantor acquired 100% of the equity interests in Triangle Mezzanine LLC (TML), the general
partner of the Fund, in exchange for 500,000 shares of Grantors common stock.
In December 2009, Triangle Mezzanine Fund II, LP (Triangle SBIC II), Grantors second subsidiary
that is a small business investment company, was formed.
SCHEDULE II
Pledged Investment Property
Securities Accounts
NONE
Deposit Accounts
Name and Address of | Account | Account | ||
Depository Institution | Number | Owner | ||
Wells Fargo |
2000032369487 | Triangle Capital | ||
150 Fayetteville |
Corporation | |||
Street, Suite 600 Raleigh, NC 27601 |
||||
Wells Fargo |
2000044738925 | Triangle Capital | ||
150 Fayetteville |
Corporation | |||
Street, Suite 600 Raleigh, NC 27601 |
||||
RBC Bank |
021-2348121 | Triangle Capital | ||
301 Fayetteville Street |
Corporation | |||
Raleigh, NC 27601 |
||||
US Bank |
001050970381 | Triangle Capital | ||
2204 Lakeshore Drive, |
Corporation | |||
Suite 302 Birmingham, AL 35209 |
||||
Texas Capital Bank |
1113025181 | Triangle Capital | ||
2000 McKinney, Suite 700 |
Corporation | |||
Dallas, Texas 75201 |
||||
CapStone Bank |
311-503-7 | Triangle Capital | ||
4505-110 Falls of Neuse |
Corporation | |||
Road
Raleigh, NC 27609 |
||||
CapStone Bank |
Certificate of | Triangle Capital | ||
4505-110 Falls of Neuse |
Deposit #10848 | Corporation | ||
Road
Raleigh, NC 27609 |
||||
Wells Fargo |
2000040781701 | ARC Industries | ||
150 Fayetteville |
Holdings, Inc. |
Name and Address of | Account | Account | ||
Depository Institution | Number | Owner | ||
Street, Suite 600 Raleigh, NC 27601 |
||||
Wells Fargo |
2000040781688 | Brantley Holdings, Inc. | ||
150 Fayetteville
Street, Suite 600 Raleigh, NC 27601 |
||||
Wells Fargo |
2000040781714 | Energy Hardware | ||
150 Fayetteville |
Holdings, Inc. | |||
Street, Suite 600 Raleigh, NC 27601 |
Commodities Accounts
NONE
Pledged Debt
Original | ||||||||||||||
Principal | 4/30/2011 | |||||||||||||
Lender | Borrower | Amount | Balance | Loan Date | Maturity Date | |||||||||
Triangle Capital Corporation (TCC) |
Capital Contractors, Inc. | $ | 3,000,000 | $ | 3,020,386 | 12/29/2010 | 12/29/2015 | |||||||
TCC
|
Plantation Products, LLC |
$ | 3,000,000 | $ | 3,050,941 | 12/17/2010 | 6/17/2016 | |||||||
TCC
|
Buckingham SRC, Inc. | $ | 3,000,000 | $ | 3,020,385 | 12/30/2010 | 9/30/2014 | |||||||
TCC
|
Pomeroy IT Solutions | $ | 2,000,000 | $ | 2,005,444 | 2/11/2011 | 2/11/2016 | |||||||
TCC
|
Captek Softgel International, Inc |
$ | 8,000,000 | $ | 8,055,206 | 2/28/2011 | 8/28/2016 | |||||||
TCC
|
DLR Restaurants, LLC | $ | 9,000,000 | $ | 9,025,518 | 3/11/2011 | 3/11/2016 | |||||||
TCC
|
National Investment Managers Inc. | $ | 9,000,000 | $ | 9,013,750 | 3/21/2011 | 9/20/2016 | |||||||
TCC
|
Home Physicians, LLC | $ | 8,200,000 | $ | 8,238,722 | 3/25/2011 | 3/25/2016 |
Original | ||||||||||||||
Principal | 4/30/2011 | |||||||||||||
Lender | Borrower | Amount | Balance | Loan Date | Maturity Date | |||||||||
TCC
|
Home Physicians Holdings, LP |
$ | 980,000 | $ | 986,043 | 3/25/2011 | 3/25/2016 | |||||||
TCC
|
The Main Resource | $ | 5,000,000 | $ | 5,000,000 | 4/1/2011 | 3/31/2016 | |||||||
TCC
|
Main Street Gourmet | $ | 5,000,000 | $ | 5,000,000 | 4/8/2011 | 4/8/2017 | |||||||
Pledged Equity Interests
Shareholder/Grantor | Company | Units Held/Pledged | ||
Brantley Holdings, Inc.
|
Pine Street Holdings, LLC | 200 Preferred Shares & 2,220 Common Units warrants |
||
Brantley Holdings, Inc.
|
Brantley Transportation, LLC | 4,560 Common Unit warrants | ||
Energy Hardware
Holdings, Inc.
|
Energy Hardware Holdings, LLC |
4,833 Voting Units | ||
Peaden Holdings, Inc.
|
Peaden-Hobbs Mechanical, LLC | 128,571 Common Units | ||
Minco Holdings, Inc.
|
Minco Technology Labs, LLC | 5,000 Class A Units | ||
Energy Hardware
Holdings, Inc.
|
American De-Rosa Lamparts, LLC |
6,516 Membership Units | ||
Technology Crops
Holdings, Inc.
|
Technology Crops International |
50 Common Units | ||
ARC Industries
Holdings, Inc.
|
Carolina Beer and Beverage, LLC | 11,974 Class A Units & 11,974 Class B Units | ||
Triangle Capital
Corporation (TCC)
|
TK USA Enterprises, Inc. | 26,593 Common Units | ||
TCC
|
Capital Contractors, Inc. | 6.57 Common stock warrants | ||
TCC
|
Buckingham SRC, Inc. | Common stock warrants | ||
TCC
|
Captek Softgel International, Inc |
80,000 Class A Units | ||
TCC
|
Main Street Gourmet | 233.478 Preferred shares, 1,652.182 common A units, 3,000 Common B Units | ||
TCC
|
Brantley Holdings, Inc. | 100% of shares | ||
TCC
|
Energy Hardware Holdings, Inc. | 100% of shares | ||
TCC
|
Peaden Holdings, Inc. | 100% of shares | ||
TCC
|
Minco Holdings, Inc. | 100% of shares | ||
TCC
|
Technology Crops Holdings, Inc. | 100% of shares | ||
TCC
|
ARC Industries Holdings, Inc. | 100% of shares |
SCHEDULE III
Commercial Tort Claims; Letter of Credit Rights
NONE
ANNEX A
TO GENERAL SECURITY AGREEMENT
FORM OF PLEDGE SUPPLEMENT
This PLEDGE SUPPLEMENT, dated ________________, is delivered by [NAME OF GRANTOR], a
[________________________] organized under the laws of the State of [__________________] (the
Grantor), pursuant to the General Security Agreement, dated as of April ___, 2011 (as it
may be from time to time amended, restated, modified or supplemented, the Security
Agreement), between the Grantor and Branch Banking and Trust Company, as Administrative Agent
(the Administrative Agent), and the other grantors party thereto. Capitalized terms used herein
not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement.
Grantor represents and warrants that the attached Supplement to Schedule _____ (the
Supplement) accurately and completely sets forth all information required pursuant to the
Security Agreement. Grantor hereby (a) agrees that such Supplement shall constitute part of
Schedule ____ to the Security Agreement and (b) confirms the grant to the Administrative Agent set
forth in the Security Agreement of, and does hereby grant to the Administrative Agent, a security
interest in all of Grantors right, title and interest in, to and under all Collateral to secure
the Obligations.
IN WITNESS WHEREOF, Grantor has caused this Pledge Supplement to be duly executed and
delivered by its duly authorized officer as of _________________.
[NAME OF GRANTOR] |
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