Maryland
|
001-08443
|
52-0880974
|
(State or other jurisdiction of
incorporation)
|
(Commission File Number)
|
(I.R.S. Employer
Identification No.)
|
19886 Ashburn Road,
|
||
Ashburn, Virginia
|
20147-2358
|
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(Address of principal executive offices)
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(Zip Code)
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(703) 724-3800
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(Registrant's telephone number, including area code)
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Item 1.01
.
Item 2.03
.
|
Entry into a Material Definitive Agreement
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
|
Item 9.01.
|
Financial Statements and Exhibits.
|
4.1 |
Second Amendment to Credit Agreement, dated April 18, 2017, among Telos Corporation, Xacta Corporation, ubIQuity.com, Inc., Teloworks, Inc., Enlightenment Capital Solutions Fund II, L.P., and the lenders party thereto
|
4.2 |
Subordination and Intercreditor Agreement, dated April 18, 2017, among JP Charitable Foundation, Telos Corporation, Xacta Corporation, ubIQuity.com, Inc., Teloworks, Inc., and Enlightenment Capital Solutions Fund II, L.P.
|
4.3 |
Subordination and Intercreditor Agreement, dated April 18, 2017, among Porter Foundation Switzerland, Telos Corporation, Xacta Corporation, ubIQuity.com, Inc., Teloworks, Inc., and Enlightenment Capital Solutions Fund II, L.P.
|
4.4 |
First Amendment to Subordinated Loan Agreement, dated April 18, 2017, between Telos Corporation and JP Charitable Foundation
|
4.5 |
First Amendment to Subordinated Loan Agreement, dated April 18, 2017, between Telos Corporation and Porter Foundation Switzerland
|
4.6 |
Amended and Restated Subordinated Promissory Note, dated April 18, 2017, by Telos Corporation in favor of JP Charitable Foundation
|
4.7 |
Amended and Restated Subordinated Promissory Note, dated April 18, 2017, by Telos Corporation in favor of Porter Foundation Switzerland
|
TELOS CORPORATION
|
||
By:
|
/
s/ Michele Nakazawa
|
|
Michele Nakazawa
|
||
Chief Financial Officer
|
|
(b)
The definition of "Consolidated Funded Indebtedness" in Section 1.01 of the Credit Agreement is amended to add the following sentence at the end thereof:
|
|
Notwithstanding the foregoing, the Porter Subordinated Debt shall not constitute Consolidated Funded Indebtedness so long as (x) such Indebtedness is subject to the Subordination Agreements and (y) Telos and the holders of such Indebtedness are in full compliance with such Subordination Agreements.
|
(a) |
It has taken all necessary action to authorize the execution, delivery and performance of this Agreement.
|
(b) |
This Agreement has been duly executed and delivered by each Loan Party and constitutes such Loan Party's legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
|
(c) |
No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by each Loan Party of this Agreement other than those obtained on or before the date hereof and those which, if not obtained, delivered or filed (as the case may be) could not reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance by each Loan Party of this Agreement does not and will not conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of each Loan Party or any indenture or other material agreement or instrument to which such Person is a party or by which any of its properties may be bound or the approval of any Governmental Authority relating to the Borrower except as could not reasonably be expected to have a Material Adverse Effect.
|
Borrower:
|
TELOS CORPORATION
|
|
a Maryland corporation
|
||
By:
|
/s/ John B. Wood
|
|
Name:
|
John B. Wood
|
|
Title:
|
Chairman of the Board, Chief Executive Officer
|
GUARANTORS:
|
UBIQUITY.COM, INC.
, a Delaware corporation
|
|
By:
|
/s/ John B. Wood
|
|
Name:
|
John B. Wood
|
|
Title:
|
Chief Executive Officer, President
|
|
XACTA CORPORATION,
a Delaware corporation
|
||
By:
|
/s/ John B. Wood
|
|
Name:
|
John B. Wood
|
|
Title:
|
Chief Executive Officer, President
|
|
TELOWORKS, INC.
, a Delaware corporation
|
||
By:
|
/s/ David S. Easley
|
|
Name:
|
David S. Easley
|
|
Title:
|
President, Treasurer
|
|
Agent and Lender:
|
ENLIGHTENMENT CAPITAL SOLUTIONS FUND II, L.P.,
as Agent and as Lender
|
|
By:
|
/s/ Devin Talbott
|
|
Name:
|
Devin Talbott
|
|
Title:
|
Managing Partner
|
Lenders:
|
ENLIGHTENMENT CAPITAL SOLUTIONS FUND SPV I, L.P.,
in its capacity as a Lender
|
|
By:
|
/s/ Devin Talbott
|
|
Name:
|
Devin Talbott
|
|
Title:
|
Managing Partner
|
|
ENLIGHTENMENT CAPITAL SOLUTIONS FUND II -NQ, L.P.,
in its capacity as a Lender
|
||
By:
|
/s/ Devin Talbott
|
|
Name:
|
Devin Talbott
|
|
Title:
|
Managing Partner
|
|
ENLIGHTENMENT CAPITAL SOLUTIONS FUND I, L.P.,
in its capacity as a Lender
|
||
By:
|
/s/ Devin Talbott
|
|
Name:
|
Devin Talbott
|
|
Title:
|
Managing Partner
|
|
2.1.
|
Subordination of Subordinated Debt to Senior Debt
. Each Company covenants and agrees, and Subordinated Creditor by its acceptance of the Subordinated Debt Documents (whether upon original issue or upon transfer or assignment) likewise covenants and agrees, notwithstanding anything to the contrary contained in any of the Subordinated Debt Documents, that the payment of any and all of the Subordinated Debt shall be subordinate and subject in right and time of payment, to the extent and in the manner hereinafter set forth, to the prior payment in full of the Senior Debt. Each holder of Senior Debt, whether now outstanding or hereafter created, incurred, assumed or guaranteed, shall be deemed to have acquired Senior Debt in reliance upon the provisions contained in this Agreement.
|
2.2.
|
Liquidation, Dissolution, Bankruptcy
. In the event of any Proceeding involving any Company:
|
(a)
|
All Senior Debt shall first be paid in full before any Distribution, whether in cash, securities or other property, shall be made to Subordinated Creditor on account of any Subordinated Debt.
|
(b)
|
Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Agent (to be held and/or applied by Agent in accordance with the terms of the Senior Debt Documents) until all Senior Debt is paid in full. The Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Agent. The Subordinated Creditor also irrevocably authorizes and empowers Agent, in the name of the Subordinated Creditor, to demand, sue for, collect and receive any and all such Distributions.
|
(c)
|
The Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of the Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of the Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided, Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, the Subordinated Creditor shall not be entitled to change or withdraw such vote.
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(d)
|
The Subordinated Creditor agrees that it will consent to, and not object to or oppose any use of cash collateral consented to by Agent or any financing provided by any Senior Lender to any Company (or any financing provided by any other Person consented to by Agent) (collectively, "
DIP Financing
") on such terms and conditions as Agent, in its sole discretion, may decide. In connection therewith, any Company or any of their subsidiaries may grant to Agent and Senior Lenders or such other lender, as applicable, liens and security interests upon all of the property of any of the Companies or any of their subsidiaries, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by any Senior Lender or consented to by Agent during the Proceeding and (ii) shall be superior in priority to any liens and security interests, if any, in favor of the Subordinated Creditor on the property of any of the Companies and their Subsidiaries that the Subordinated Creditor may have notwithstanding the prohibition of such security interests or liens under this Agreement. If, in connection with any cash collateral use or DIP Financing, any liens and security interests on the Collateral held by Agent are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee "carve out," or fees owed to the United States Trustee, then
|
|
any liens on the Collateral that the Subordinated Creditor may have notwithstanding the prohibition of such liens under this Agreement shall also be subordinated to such interest or claim and shall remain subordinated to the liens and security interests on the Collateral of Agent consistent with this Agreement. The Subordinated Creditor agrees that it will consent to, and not object to or oppose, a sale or other disposition of any property securing all of any part of any Senior Debt free and clear of security interests or liens that the Subordinated Creditor may have notwithstanding the prohibition of such security interests or liens under this Agreement, or other claims of the Subordinated Creditor under the Bankruptcy Code, including Sections 363, 365 and 1129 of the Bankruptcy Code, if Agent has consented to such sale or disposition. The Subordinated Creditor agrees not to assert any right it may have in any Proceeding arising from any Company's use, sale or other disposition of Collateral and agrees that it will not seek (or support any other Person seeking) to have any stay, whether automatic or otherwise, lifted with respect to any Collateral without the prior written consent of Agent. The Subordinated Creditor agrees that it will not, and will not permit, any of its Affiliates to, directly or indirectly provide, participate in or otherwise support, any financing in a Proceeding to any Company without the prior written consent of Agent. The Subordinated Creditor will not object to or oppose any adequate protection sought by Agent or any Senior Lender or object to or oppose any motion by Agent to lift the automatic stay or any other stay in any Proceeding. The Subordinated Creditor will not seek or assert any right it may have for adequate protection (it being understood and agreed that at all times the Subordinated Debt shall be unsecured) of its interest in any Collateral. The Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent's or Senior Lenders' election, in any Proceeding, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by any Company, as debtor in possession. The Subordinated Creditor further agrees that it shall not, without Agent's prior written consent, commence or continue any Proceeding, propose any plan of reorganization, arrangement or proposal or file any motion, pleading or material in support of any motion or plan of reorganization, arrangement or proposal that would materially impair the rights of the Senior Lenders, is in conflict with the terms of this Agreement, or is opposed by Senior Lenders or Agent, or oppose any plan of reorganization or liquidation supported by Agent.
|
(e)
|
The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Secured Parties and the Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding.
|
2.3.
|
Subordinated Debt Payment Restrictions
. Notwithstanding the terms of the Subordinated Debt Documents, each Company hereby agrees that it may not make, and the Subordinated Creditor hereby agrees that it will not accept, any Distribution with respect to the Subordinated Debt until the Senior Debt is paid in full other than, subject to the terms of
subsection 2.2
of this Agreement, Permitted Subordinated Debt Payments;
provided
,
however
, that the Companies and the Subordinated Creditor further agree that no Permitted Subordinated Debt Payment may be made by a Company or accepted by the Subordinated Creditor if, at the time of such payment, a Senior Default exists. The Subordinated Creditor hereby agrees that, notwithstanding any provision of the any Subordinated Debt Documents to the contrary, no default or event of default shall be deemed to exist under any Subordinated Debt Document as a result of any Distribution that is otherwise required under any Subordinated Debt Document not being made to the extent that such Distribution with respect to the Subordinated Debt is not permitted to be made pursuant to this Agreement.
|
2.4.
|
Subordinated Debt Standstill Provisions
. Until the Senior Debt is paid in full, the Subordinated Creditor shall not, without the prior written consent of Agent, take any Enforcement Action with respect to the Subordinated Debt or under the Subordinated Debt Documents. Any Distributions or other proceeds of any Enforcement Action obtained by the Subordinated Creditor shall in any event be held in trust by it for the benefit of Agent and Senior Lenders and promptly paid or delivered to Agent for the benefit of Senior Lenders in the form received until the Senior Debt is paid in full.
|
2.5.
|
Incorrect Payments
. If any Distribution on account of the Subordinated Debt not permitted to be made by a Company or accepted by the Subordinated Creditor under this Agreement is received by the Subordinated Creditor, such Distribution shall not be commingled with any of the assets of the Subordinated Creditor, shall be held in trust by the Subordinated Creditor for the benefit of Senior Secured Parties and shall be promptly paid over to Agent for application (in accordance with the Senior Debt Documents ) to the payment of the Senior Debt then remaining unpaid, until all of the Senior Debt is paid in full.
|
2.6.
|
No Collateral / Guaranties for Subordinated Debt; Subordination of Liens and Security Interests; Agreement Not to Contest; Agreement to Release Liens
. Until all of the Senior Debt has been paid in full, none of the Subordinated Debt shall be permitted to be secured (including, without limitation, by any liens or security interests in any of the Collateral) by any assets, or guarantied by any Person. In the event that, notwithstanding the foregoing, the Subordinated Debt is secured at any time, then any liens and security interests of the Subordinated Creditor in the Collateral or any other assets of the Companies which may exist at any time (a) shall be and hereby are subordinated for all purposes and in all respects to the liens and security interests of Agent and Senior Secured Parties in the Collateral and such other assets, regardless of the time, manner or order of perfection of any such liens and security interests and regardless of the validity, perfection or enforceability of such liens and security interests of Agent, and (b) shall be immediately released by the Subordinated Creditor upon demand by Agent. The Subordinated Creditor agrees that it will not at any time contest the validity, perfection, priority or enforceability of the Senior Debt, the Senior Debt Documents, or the liens and security interests of Agent and Senior Secured Parties in the Collateral or any other assets securing the Senior Debt. In the event that Agent or a Company desires to sell, lease, license or otherwise dispose of any interest in any of the Collateral (including the equity interests of a Company) and Agent consents to such Disposition, the Subordinated Creditor shall be deemed to have consented to such Disposition
|
|
and such Disposition shall be free and clear of any liens and security interests of the Subordinated Creditor in such Collateral (and if such Disposition involves the equity interests of a Company, the Subordinated Creditor shall release such Company from any guaranty or other obligation owing to the Subordinated Creditor) (it being understood that no Company other than Telos is permitted to be obligated in respect of the Subordinated Debt) and any purchaser of any Collateral may rely on this Agreement as evidence of the Subordinated Creditor's consent to such Disposition and that such Disposition is free and clear of any liens and security interests of the Subordinated Creditor in such Collateral (and if such Disposition involves the equity interests of a Company, that such Company is released from any guaranty or other obligation owing to the Subordinated Creditor) (it being understood that no Company other than Telos is permitted to be obligated in respect of the Subordinated Debt). The Subordinated Creditor shall (or shall cause its agent) to promptly execute and deliver to Agent such termination statements and releases as Agent shall request to effect the release of the liens and security interests of the Subordinated Creditor in such Collateral in accordance with this
subsection 2.6
. In furtherance of the foregoing, the Subordinated Creditor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of the Subordinated Creditor and in the name of the Subordinated Creditor or otherwise, to execute and deliver any document or instrument which the Subordinated Creditor may be required to deliver pursuant to this
subsection 2.6
.
|
2.7.
|
Sale, Transfer or other Disposition of Subordinated Debt
.
|
(a)
|
The Subordinated Creditor shall not sell, assign, pledge, dispose of or otherwise transfer all or any portion of the Subordinated Debt or any Subordinated Debt Document: (i) without giving prior written notice of such action to Agent and obtaining the prior written consent of Agent to such transfer, and (ii) unless, prior to the consummation of any such action, the transferee thereof shall execute and deliver to Agent an agreement joining such transferee as a party to this Agreement as the Subordinated Creditor or an agreement substantially identical to this Agreement, providing for the continued subordination of the Subordinated Debt to the Senior Debt as provided herein and for the continued effectiveness of all of the rights of Agent and Senior Lenders arising under this Agreement.
|
(b)
|
Notwithstanding the failure of any transferee to execute or deliver an agreement joining such transferee as a party to this Agreement as the Subordinated Creditor or an agreement substantially identical to this Agreement, the subordination effected hereby shall survive any sale, assignment, pledge, disposition or other transfer of all or any portion of the Subordinated Debt, and the terms of this Agreement shall be binding upon the successors and assigns of the Subordinated Creditor, as provided in
Section 9
hereof.
|
2.8.
|
Legends
. Until the termination of this Agreement in accordance with
Section 15
hereof, the Subordinated Creditor will cause to be clearly, conspicuously and prominently inserted on the face of the Subordinated Note, the Subordinated Loan Agreement and any other Subordinated Debt Document, as well as any renewals or replacements thereof, a legend in form and substance satisfactory to the Agent that identifies such document as a Subordinated Debt Document.
|
2.9.
|
Obligations Hereunder Not Affected
. All rights and interest of Senior Secured Parties hereunder, and all agreements and obligations of the Subordinated Creditor and Companies hereunder, shall remain in full force and effect irrespective of:
|
(a)
|
any lack of validity or enforceability of any document evidencing any of the Senior Debt;
|
(b)
|
any change in the time, manner or place of payment of, or any other term of, all or any of the Senior Debt, or any other permitted amendment or waiver of or any release or consent to departure from any of the Senior Debt Documents;
|
(c)
|
any exchange, subordination, release or non-perfection of any collateral for all or any of the Senior Debt;
|
(d)
|
any failure of any Senior Secured Party to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of this Agreement or any Senior Debt Document other than this Agreement;
|
(e)
|
any reduction, limitation, impairment or termination of the Senior Debt for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Companies and the Subordinated Creditor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuiness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Senior Debt; and
|
(f)
|
any other circumstance which might otherwise constitute a defense available to, or a discharge of, Companies in respect of the Senior Debt or the Subordinated Creditor in respect of this Agreement.
|
2.10.
|
Marshaling
. The Subordinated Creditor hereby waives any rights it may have under applicable law to assert the doctrine of marshaling or to otherwise require any Senior Secured Party to marshal any property of any Company or of any guarantor or other obligor of the Senior Debt for the benefit of the Subordinated Creditor.
|
2.11.
|
Application of Proceeds from Sale or other Disposition of the Collateral
. In the event of any Disposition (including a casualty loss or taking through eminent domain) of the Collateral, the proceeds resulting therefrom (including insurance proceeds) shall be applied to the Senior Debt in the order and manner set forth in the Senior Debt Documents until such time as the Senior Debt is Paid in Full.
|
2.12.
|
Rights Relating to Agent's Actions with respect to the Collateral
. The Subordinated Creditor hereby waives, to the extent permitted by applicable law, any rights which it may have to enjoin or otherwise obtain a judicial or administrative order preventing Senior Secured Parties from taking, or refraining from taking, any action with respect to all or any part of the Collateral. Without limitation of the foregoing, the Subordinated Creditor hereby agrees (a) that it has no right to direct or object to the manner in which a Senior Secured Party applies the proceeds of the Collateral resulting from the exercise by Senior Secured Parties of rights and remedies under the Senior Debt Documents to the Senior Debt, (b) that it waives any right to object to any action or inaction by any Senior Secured Party with respect to exercising its rights or remedies under the Senior Debt Documents or with respect to the Collateral (including in connection with any foreclosure or enforcement of liens in respect of Collateral), and (c) no Senior Secured Party has assumed any obligation to act as the agent for the Subordinated Creditor with respect to the Collateral. The Subordinated Creditor shall not object to any proposed retention or acceptance of Collateral by a Senior Secured Party in full or partial satisfaction of such Senior Secured Party's Senior Debt and agrees that any such retention or acceptance by a Senior Secured Party shall be free and clear of any security interests and liens of the Subordinated Creditor (it being understood that the Subordinated Creditor shall not be permitted to have any liens or security interests on any of the Collateral).
|
2.13.
|
No Forgiveness or Exchange of Subordinated Debt
. The Subordinated Debt shall not be forgiven or otherwise cancelled without the prior written consent of Agent. The Subordinated Debt shall not be exchanged for or otherwise converted into equity without the prior written consent of Agent.
|
3.1.
|
Modifications to Senior Debt Documents
. Senior Lenders may at any time and from time to time without the consent of or notice to the Subordinated Creditor, without incurring liability to the Subordinated Creditor and without impairing or releasing the obligations of the Subordinated Creditor under this Agreement, change the manner or place of payment, increase or reduce the amount of, or extend the time of payment of or renew or alter any of the terms of the Senior Debt, or amend, supplement, restate, amend and restate or otherwise modify in any manner any agreement, note, guaranty or other instrument evidencing or securing or otherwise relating to the Senior Debt.
|
3.2.
|
Modifications to Subordinated Debt Documents
. Until the Senior Debt has been paid in full, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, the Subordinated Creditor shall not, without the prior written consent of Agent, amend, modify or supplement the Subordinated Debt Documents.
|
4.1.
|
Representations and Warranties of Subordinated Creditor
. The Subordinated Creditor hereby represents and warrants to Agent and Senior Lenders that as of the date hereof (and as of all times with respect to clause (f) below): (a) the Subordinated Creditor is a charitable foundation, duly formed and validly existing under the laws of the country of Switzerland; (b) the Subordinated Creditor has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (c) the execution of this Agreement by the Subordinated Creditor will not violate or conflict with the foundational, organizational or other governing documents of the Subordinated Creditor, any material agreement binding upon the Subordinated Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (d) this Agreement is the legal, valid and binding obligation of the Subordinated Creditor, enforceable against the Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by equitable principles; and (e) the Subordinated Creditor is the sole owner, beneficially and of record, of the Subordinated Debt Documents and the Subordinated Debt; and (f) the Subordinated Debt is (i) not secured any liens or any security interests in the Collateral or any other assets of any Company or any other Person, and (ii) is solely on obligation of Telos and is not guarantied by any Person.
|
4.2.
|
Representations and Warranties of Agent
. Agent hereby represents and warrants to the Subordinated Creditor that as of the date hereof: Agent is a Delaware limited partnership; (b) Agent has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (c) the execution of this Agreement by Agent will not violate or conflict with the organizational documents of Agent, any material agreement binding upon Agent or any law, regulation or order or require any consent or approval which has not been obtained; and (d) this Agreement is the legal, valid and binding obligation of Agent, enforceable against Agent in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles.
|
SUBORDINATED CREDITOR:
|
JP CHARITABLE FOUNDATION
|
/s/ John R.C. Porter
|
John R.C. Porter, Trustee
|
/s/ Brian Padgett
|
Brian Padgett, Trustee
|
COMPANIES:
|
||
TELOS CORPORATION
|
||
A Maryland corporation
|
||
By
|
/s/ John B. Wood
|
|
Name:
|
John B. Wood
|
|
Title:
|
Chairman of the Board, Chief Executive Officer
|
|
XACTA CORPORATION
|
||
A Delaware corporation
|
||
By
|
/s/ John B. Wood
|
|
Name:
|
John B. Wood
|
|
Title:
|
Chief Executive Officer, President
|
|
UBIQUITY.COM, INC.
|
||
A Delaware corporation
|
||
By
|
/s/ John B. Wood
|
|
Name:
|
John B. Wood
|
|
Title:
|
Chief Executive Officer, President
|
|
TELOWORKS, INC.
|
||
A Delaware corporation
|
||
By
|
/s/ David S. Easley
|
|
Name:
|
David S. Easley
|
|
Title:
|
President, Treasurer
|
AGENT:
|
||
ENLIGHTENMENT CAPITAL SOLUTIONS FUND II, L.P.
, as Agent
|
||
By
|
/s/ Devin Talbott
|
|
Name
|
Devin Talbott
|
|
Title
|
Managing Partner
|
2.1.
|
Subordination of Subordinated Debt to Senior Debt
. Each Company covenants and agrees, and Subordinated Creditor by its acceptance of the Subordinated Debt Documents (whether upon original issue or upon transfer or assignment) likewise covenants and agrees, notwithstanding anything to the contrary contained in any of the Subordinated Debt Documents, that the payment of any and all of the Subordinated Debt shall be subordinate and subject in right and time of payment, to the extent and in the manner hereinafter set forth, to the prior payment in full of the Senior Debt. Each holder of Senior Debt, whether now outstanding or hereafter created, incurred, assumed or guaranteed, shall be deemed to have acquired Senior Debt in reliance upon the provisions contained in this Agreement.
|
2.2.
|
Liquidation, Dissolution, Bankruptcy
. In the event of any Proceeding involving any Company:
|
(a)
|
All Senior Debt shall first be paid in full before any Distribution, whether in cash, securities or other property, shall be made to Subordinated Creditor on account of any Subordinated Debt.
|
(b)
|
Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Agent (to be held and/or applied by Agent in accordance with the terms of the Senior Debt Documents) until all Senior Debt is paid in full. The Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Agent. The Subordinated Creditor also irrevocably authorizes and empowers Agent, in the name of the Subordinated Creditor, to demand, sue for, collect and receive any and all such Distributions.
|
(c)
|
The Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of the Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of the Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided, Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, the Subordinated Creditor shall not be entitled to change or withdraw such vote.
|
(d)
|
The Subordinated Creditor agrees that it will consent to, and not object to or oppose any use of cash collateral consented to by Agent or any financing provided by any Senior Lender to any Company (or any financing provided by any other Person consented to by Agent) (collectively, "
DIP Financing
") on such terms and conditions as Agent, in its sole discretion, may decide. In connection therewith, any Company or any of their subsidiaries may grant to Agent and Senior Lenders or such other lender, as applicable, liens and security interests upon all of the property of any of the Companies or any of their subsidiaries, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by any Senior Lender or consented to by Agent during the Proceeding and (ii) shall be superior in priority to any liens and security interests, if any, in favor of the Subordinated Creditor on the property of any of the Companies and their Subsidiaries that the Subordinated Creditor may have notwithstanding the prohibition of such security interests or liens under this Agreement. If, in connection with any cash collateral use or DIP Financing, any liens and security interests on the Collateral held by Agent are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee "carve out," or fees owed to the United States Trustee, then
|
|
any liens on the Collateral that the Subordinated Creditor may have notwithstanding the prohibition of such liens under this Agreement shall also be subordinated to such interest or claim and shall remain subordinated to the liens and security interests on the Collateral of Agent consistent with this Agreement. The Subordinated Creditor agrees that it will consent to, and not object to or oppose, a sale or other disposition of any property securing all of any part of any Senior Debt free and clear of security interests or liens that the Subordinated Creditor may have notwithstanding the prohibition of such security interests or liens under this Agreement, or other claims of the Subordinated Creditor under the Bankruptcy Code, including Sections 363, 365 and 1129 of the Bankruptcy Code, if Agent has consented to such sale or disposition. The Subordinated Creditor agrees not to assert any right it may have in any Proceeding arising from any Company's use, sale or other disposition of Collateral and agrees that it will not seek (or support any other Person seeking) to have any stay, whether automatic or otherwise, lifted with respect to any Collateral without the prior written consent of Agent. The Subordinated Creditor agrees that it will not, and will not permit, any of its Affiliates to, directly or indirectly provide, participate in or otherwise support, any financing in a Proceeding to any Company without the prior written consent of Agent. The Subordinated Creditor will not object to or oppose any adequate protection sought by Agent or any Senior Lender or object to or oppose any motion by Agent to lift the automatic stay or any other stay in any Proceeding. The Subordinated Creditor will not seek or assert any right it may have for adequate protection (it being understood and agreed that at all times the Subordinated Debt shall be unsecured) of its interest in any Collateral. The Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent's or Senior Lenders' election, in any Proceeding, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by any Company, as debtor in possession. The Subordinated Creditor further agrees that it shall not, without Agent's prior written consent, commence or continue any Proceeding, propose any plan of reorganization, arrangement or proposal or file any motion, pleading or material in support of any motion or plan of reorganization, arrangement or proposal that would materially impair the rights of the Senior Lenders, is in conflict with the terms of this Agreement, or is opposed by Senior Lenders or Agent, or oppose any plan of reorganization or liquidation supported by Agent.
|
(e)
|
The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Secured Parties and the Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding.
|
2.3.
|
Subordinated Debt Payment Restrictions
. Notwithstanding the terms of the Subordinated Debt Documents, each Company hereby agrees that it may not make, and the Subordinated Creditor hereby agrees that it will not accept, any Distribution with respect to the Subordinated Debt until the Senior Debt is paid in full other than, subject to the terms of
subsection 2.2
of this Agreement, Permitted Subordinated Debt Payments;
provided
,
however
, that the Companies and the Subordinated Creditor further agree that no Permitted Subordinated Debt Payment may be made by a Company or accepted by the Subordinated Creditor if, at the time of such payment, a Senior Default exists. The Subordinated Creditor hereby agrees that, notwithstanding any provision of the any Subordinated Debt Documents to the contrary, no default or event of default shall be deemed to exist under any Subordinated Debt Document as a result of any Distribution that is otherwise required under any Subordinated Debt Document not being made to the extent that such Distribution with respect to the Subordinated Debt is not permitted to be made pursuant to this Agreement.
|
2.4.
|
Subordinated Debt Standstill Provisions
. Until the Senior Debt is paid in full, the Subordinated Creditor shall not, without the prior written consent of Agent, take any Enforcement Action with respect to the Subordinated Debt or under the Subordinated Debt Documents. Any Distributions or other proceeds of any Enforcement Action obtained by the Subordinated Creditor shall in any event be held in trust by it for the benefit of Agent and Senior Lenders and promptly paid or delivered to Agent for the benefit of Senior Lenders in the form received until the Senior Debt is paid in full.
|
2.5.
|
Incorrect Payments
. If any Distribution on account of the Subordinated Debt not permitted to be made by a Company or accepted by the Subordinated Creditor under this Agreement is received by the Subordinated Creditor, such Distribution shall not be commingled with any of the assets of the Subordinated Creditor, shall be held in trust by the Subordinated Creditor for the benefit of Senior Secured Parties and shall be promptly paid over to Agent for application (in accordance with the Senior Debt Documents ) to the payment of the Senior Debt then remaining unpaid, until all of the Senior Debt is paid in full.
|
2.6.
|
No Collateral / Guaranties for Subordinated Debt; Subordination of Liens and Security Interests; Agreement Not to Contest; Agreement to Release Liens
. Until all of the Senior Debt has been paid in full, none of the Subordinated Debt shall be permitted to be secured (including, without limitation, by any liens or security interests in any of the Collateral) by any assets, or guarantied by any Person. In the event that, notwithstanding the foregoing, the Subordinated Debt is secured at any time, then any liens and security interests of the Subordinated Creditor in the Collateral or any other assets of the Companies which may exist at any time (a) shall be and hereby are subordinated for all purposes and in all respects to the liens and security interests of Agent and Senior Secured Parties in the Collateral and such other assets, regardless of the time, manner or order of perfection of any such liens and security interests and regardless of the validity, perfection or enforceability of such liens and security interests of Agent, and (b) shall be immediately released by the Subordinated Creditor upon demand by Agent. The Subordinated Creditor agrees that it will not at any time contest the validity, perfection, priority or enforceability of the Senior Debt, the Senior Debt Documents, or the liens and security interests of Agent and Senior Secured Parties in the Collateral or any other assets securing the Senior Debt. In the event that Agent or a Company desires to sell, lease, license or otherwise dispose of any interest in any of the Collateral (including the equity interests of a Company) and Agent consents to such Disposition, the Subordinated Creditor shall be deemed to have consented to such Disposition
|
|
and such Disposition shall be free and clear of any liens and security interests of the Subordinated Creditor in such Collateral (and if such Disposition involves the equity interests of a Company, the Subordinated Creditor shall release such Company from any guaranty or other obligation owing to the Subordinated Creditor) (it being understood that no Company other than Telos is permitted to be obligated in respect of the Subordinated Debt) and any purchaser of any Collateral may rely on this Agreement as evidence of the Subordinated Creditor's consent to such Disposition and that such Disposition is free and clear of any liens and security interests of the Subordinated Creditor in such Collateral (and if such Disposition involves the equity interests of a Company, that such Company is released from any guaranty or other obligation owing to the Subordinated Creditor) (it being understood that no Company other than Telos is permitted to be obligated in respect of the Subordinated Debt). The Subordinated Creditor shall (or shall cause its agent) to promptly execute and deliver to Agent such termination statements and releases as Agent shall request to effect the release of the liens and security interests of the Subordinated Creditor in such Collateral in accordance with this
subsection 2.6
. In furtherance of the foregoing, the Subordinated Creditor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of the Subordinated Creditor and in the name of the Subordinated Creditor or otherwise, to execute and deliver any document or instrument which the Subordinated Creditor may be required to deliver pursuant to this
subsection 2.6
.
|
2.7.
|
Sale, Transfer or other Disposition of Subordinated Debt
.
|
(a)
|
The Subordinated Creditor shall not sell, assign, pledge, dispose of or otherwise transfer all or any portion of the Subordinated Debt or any Subordinated Debt Document: (i) without giving prior written notice of such action to Agent and obtaining the prior written consent of Agent to such transfer, and (ii) unless, prior to the consummation of any such action, the transferee thereof shall execute and deliver to Agent an agreement joining such transferee as a party to this Agreement as the Subordinated Creditor or an agreement substantially identical to this Agreement, providing for the continued subordination of the Subordinated Debt to the Senior Debt as provided herein and for the continued effectiveness of all of the rights of Agent and Senior Lenders arising under this Agreement.
|
(b)
|
Notwithstanding the failure of any transferee to execute or deliver an agreement joining such transferee as a party to this Agreement as the Subordinated Creditor or an agreement substantially identical to this Agreement, the subordination effected hereby shall survive any sale, assignment, pledge, disposition or other transfer of all or any portion of the Subordinated Debt, and the terms of this Agreement shall be binding upon the successors and assigns of the Subordinated Creditor, as provided in
Section 9
hereof.
|
2.8.
|
Legends
. Until the termination of this Agreement in accordance with
Section 15
hereof, the Subordinated Creditor will cause to be clearly, conspicuously and prominently inserted on the face of the Subordinated Note, the Subordinated Loan Agreement and any other Subordinated Debt Document, as well as any renewals or replacements thereof, a legend in form and substance satisfactory to the Agent that identifies such document as a Subordinated Debt Document.
|
2.9.
|
Obligations Hereunder Not Affected
. All rights and interest of Senior Secured Parties hereunder, and all agreements and obligations of the Subordinated Creditor and Companies hereunder, shall remain in full force and effect irrespective of:
|
(a)
|
any lack of validity or enforceability of any document evidencing any of the Senior Debt;
|
(b)
|
any change in the time, manner or place of payment of, or any other term of, all or any of the Senior Debt, or any other permitted amendment or waiver of or any release or consent to departure from any of the Senior Debt Documents;
|
(c)
|
any exchange, subordination, release or non-perfection of any collateral for all or any of the Senior Debt;
|
(d)
|
any failure of any Senior Secured Party to assert any claim or to enforce any right or remedy against any other party hereto under the provisions of this Agreement or any Senior Debt Document other than this Agreement;
|
(e)
|
any reduction, limitation, impairment or termination of the Senior Debt for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Companies and the Subordinated Creditor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of invalidity, illegality, nongenuiness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Senior Debt; and
|
(f)
|
any other circumstance which might otherwise constitute a defense available to, or a discharge of, Companies in respect of the Senior Debt or the Subordinated Creditor in respect of this Agreement.
|
2.10.
|
Marshaling
. The Subordinated Creditor hereby waives any rights it may have under applicable law to assert the doctrine of marshaling or to otherwise require any Senior Secured Party to marshal any property of any Company or of any guarantor or other obligor of the Senior Debt for the benefit of the Subordinated Creditor.
|
2.11.
|
Application of Proceeds from Sale or other Disposition of the Collateral
. In the event of any Disposition (including a casualty loss or taking through eminent domain) of the Collateral, the proceeds resulting therefrom (including insurance proceeds) shall be applied to the Senior Debt in the order and manner set forth in the Senior Debt Documents until such time as the Senior Debt is Paid in Full.
|
2.12.
|
Rights Relating to Agent's Actions with respect to the Collateral
. The Subordinated Creditor hereby waives, to the extent permitted by applicable law, any rights which it may have to enjoin or otherwise obtain a judicial or administrative order preventing Senior Secured Parties from taking, or refraining from taking, any action with respect to all or any part of the Collateral. Without limitation of the foregoing, the Subordinated Creditor hereby agrees (a) that it has no right to direct or object to the manner in which a Senior Secured Party applies the proceeds of the Collateral resulting from the exercise by Senior Secured Parties of rights and remedies under the Senior Debt Documents to the Senior Debt, (b) that it waives any right to object to any action or inaction by any Senior Secured Party with respect to exercising its rights or remedies under the Senior Debt Documents or with respect to the Collateral (including in connection with any foreclosure or enforcement of liens in respect of Collateral), and (c) no Senior Secured Party has assumed any obligation to act as the agent for the Subordinated Creditor with respect to the Collateral. The Subordinated Creditor shall not object to any proposed retention or acceptance of Collateral by a Senior Secured Party in full or partial satisfaction of such Senior Secured Party's Senior Debt and agrees that any such retention or acceptance by a Senior Secured Party shall be free and clear of any security interests and liens of the Subordinated Creditor (it being understood that the Subordinated Creditor shall not be permitted to have any liens or security interests on any of the Collateral).
|
2.13.
|
No Forgiveness or Exchange of Subordinated Debt
. The Subordinated Debt shall not be forgiven or otherwise cancelled without the prior written consent of Agent. The Subordinated Debt shall not be exchanged for or otherwise converted into equity without the prior written consent of Agent.
|
3.1.
|
Modifications to Senior Debt Documents
. Senior Lenders may at any time and from time to time without the consent of or notice to the Subordinated Creditor, without incurring liability to the Subordinated Creditor and without impairing or releasing the obligations of the Subordinated Creditor under this Agreement, change the manner or place of payment, increase or reduce the amount of, or extend the time of payment of or renew or alter any of the terms of the Senior Debt, or amend, supplement, restate, amend and restate or otherwise modify in any manner any agreement, note, guaranty or other instrument evidencing or securing or otherwise relating to the Senior Debt.
|
3.2.
|
Modifications to Subordinated Debt Documents
. Until the Senior Debt has been paid in full, and notwithstanding anything to the contrary contained in the Subordinated Debt Documents, the Subordinated Creditor shall not, without the prior written consent of Agent, amend, modify or supplement the Subordinated Debt Documents.
|
4.1.
|
Representations and Warranties of Subordinated Creditor
. The Subordinated Creditor hereby represents and warrants to Agent and Senior Lenders that as of the date hereof (and as of all times with respect to clause (f) below): (a) the Subordinated Creditor is a charitable foundation, duly formed and validly existing under the laws of the country of Switzerland; (b) the Subordinated Creditor has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (c) the execution of this Agreement by the Subordinated Creditor will not violate or conflict with the foundational, organizational or other governing documents of the Subordinated Creditor, any material agreement binding upon the Subordinated Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (d) this Agreement is the legal, valid and binding obligation of the Subordinated Creditor, enforceable against the Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by equitable principles; and (e) the Subordinated Creditor is the sole owner, beneficially and of record, of the Subordinated Debt Documents and the Subordinated Debt; and (f) the Subordinated Debt is (i) not secured any liens or any security interests in the Collateral or any other assets of any Company or any other Person, and (ii) is solely on obligation of Telos and is not guarantied by any Person.
|
4.2.
|
Representations and Warranties of Agent
. Agent hereby represents and warrants to the Subordinated Creditor that as of the date hereof: Agent is a Delaware limited partnership; (b) Agent has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (c) the execution of this Agreement by Agent will not violate or conflict with the organizational documents of Agent, any material agreement binding upon Agent or any law, regulation or order or require any consent or approval which has not been obtained; and (d) this Agreement is the legal, valid and binding obligation of Agent, enforceable against Agent in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles.
|
SUBORDINATED CREDITOR:
|
PORTER FOUNDATION SWITZERLAND
|
/s/ John R.C. Porter
|
John R.C. Porter, Trustee
|
/s/ Brian Padgett
|
Brian Padgett, Trustee
|
COMPANIES:
|
||
TELOS CORPORATION
|
||
A Maryland corporation
|
||
By
|
/s/ John B. Wood
|
|
Name:
|
John B. Wood
|
|
Title:
|
Chairman of the Board, Chief Executive Officer
|
|
XACTA CORPORATION
|
||
A Delaware corporation
|
||
By
|
/s/ John B. Wood
|
|
Name:
|
John B. Wood
|
|
Title:
|
Chief Executive Officer, President
|
|
UBIQUITY.COM, INC.
|
||
A Delaware corporation
|
||
By
|
/s/ John B. Wood
|
|
Name:
|
John B. Wood
|
|
Title:
|
Chief Executive Officer, President
|
|
TELOWORKS, INC.
|
||
A Delaware corporation
|
||
By
|
/s/ David S. Easley
|
|
Name:
|
David S. Easley
|
|
Title:
|
President, Treasurer
|
AGENT:
|
||
ENLIGHTENMENT CAPITAL SOLUTIONS FUND II, L.P.
, as Agent
|
||
By
|
/s/ Devin Talbott
|
|
Name
|
Devin Talbott
|
|
Title
|
Managing Partner
|
(a) |
It has taken all necessary action to authorize the execution, delivery and performance of this Agreement.
|
(b) |
This Agreement has been duly executed and delivered by the Borrower and constitutes the Borrower's legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
|
(c) |
No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by the Borrower of this Agreement other than those obtained on or before the date hereof and those which, if not obtained, delivered or filed (as the case may be) could not reasonably be expected to have a material adverse effect. The execution, delivery and performance by the Borrower of this Agreement does not and will not conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of the Borrower or any indenture or other material agreement or instrument to which such Person is a party or by which any of its properties may be bound or the approval of any Governmental Authority relating to the Borrower except as could not reasonably be expected to have a Material Adverse Effect.
|
Borrower:
|
TELOS CORPORATION
|
|
a Maryland corporation
|
||
By:
|
/s/ John B. Wood
|
|
Name:
|
John B. Wood
|
|
Title:
|
Chairman of the Board, Chief Executive Officer
|
Lender:
|
PORTER FOUNDATION SWITZERLAND
|
/s/ John R.C. Porter
|
|
John R.C. Porter, Trustee
|
|
/s/ Brian Padgett
|
|
Brian Padgett, Trustee
|
(a) |
It has taken all necessary action to authorize the execution, delivery and performance of this Agreement.
|
(b) |
This Agreement has been duly executed and delivered by the Borrower and constitutes the Borrower's legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
|
(c) |
No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by the Borrower of this Agreement other than those obtained on or before the date hereof and those which, if not obtained, delivered or filed (as the case may be) could not reasonably be expected to have a material adverse effect. The execution, delivery and performance by the Borrower of this Agreement does not and will not conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of the Borrower or any indenture or other material agreement or instrument to which such Person is a party or by which any of its properties may be bound or the approval of any Governmental Authority relating to the Borrower except as could not reasonably be expected to have a Material Adverse Effect.
|
Borrower:
|
TELOS CORPORATION
|
|
a Maryland corporation
|
||
By:
|
/s/ John B. Wood
|
|
Name:
|
John B. Wood
|
|
Title:
|
Chairman of the Board, Chief Executive Officer
|
|
Lender:
|
PORTER FOUNDATION SWITZERLAND
|
/s/ John R.C. Porter
|
|
John R.C. Porter, Trustee
|
|
/s/ Brian Padgett
|
|
Brian Padgett, Trustee
|
|
By:
|
/s/ John B. Wood
|
Name:
|
John B. Wood
|
Title:
|
Chairman of the Board and Chief Executive Officer
|
By:
|
/s/ John B. Wood
|
Name:
|
John B. Wood
|
Title:
|
Chairman of the Board and Chief Executive Officer
|