Bridge Loan Agreement



 






EXECUTION COPY




$8,000,000




BRIDGE LOAN AGREEMENT




by and among




DEVCON SECURITY HOLDINGS, INC.,

DEVCON SECURITY SERVICES CORP.,

COASTAL SECURITY COMPANY,

COASTAL SECURITY

SYSTEMS, INC.

and CENTRAL ONE, INC.

each as a Borrower,




and




CAPITALSOURCE FINANCE LLC,




as Lender




Dated as of November 10, 2005




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	Section	 	 	 	 	 	Page	 
	1.	 	CERTAIN DEFINITIONS	 	 	1	 
	 
	 	1.1	 	Certain Definitions.	 	 	1	 
	 
	 	1.2	 	Construction.	 	 	5	 
	 
	 	1.3	 	Accounting Principles.	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	2.	 	LOANS	 	 	5	 
	 
	 	2.1	 	Commitment.	 	 	5	 
	 
	 	2.2	 	Nature of Lender’s Obligations with Respect to Loan.	 	 	5	 
	 
	 	2.3	 	Fees.	 	 	5	 
	 
	 	2.4	 	Bridge Loan Note and Principal Payment.	 	 	6	 
	 
	 	2.5	 	Use of Proceeds.	 	 	6	 
	 
	 	2.6	 	Single Loan.	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	3.	 	INTEREST RATES	 	 	6	 
	 
	 	3.1	 	Interest Rate.	 	 	6	 
	 
	 	 	 	3.1.1. Rate Quotations.	 	 	7	 
	 
	 	 	 	3.1.2. Change in Interest Rates.	 	 	7	 
	 
	 	3.2	 	Interest After Default.	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	4.	 	PAYMENTS	 	 	7	 
	 
	 	4.1	 	Payments.	 	 	7	 
	 
	 	4.2	 	Interest Payment Dates.	 	 	8	 
	 
	 	4.3	 	Right to Prepay.	 	 	8	 
	 
	 	4.4	 	Additional Compensation in Certain Circumstances.	 	 	8	 
	 
	 	 	 	4.4.1.
Increased Costs or Reduced Return Resulting from Taxes, Reserves,
Capital Adequacy Requirements, Expenses, Etc.
	 	 	8	 
	 
	 	 	 	4.4.2. Indemnity.	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	5.	 	REPRESENTATIONS AND WARRANTIES	 	 	10	 
	 
	 	5.1	 	Representations and Warranties.	 	 	10	 
	 
	 	 	 	5.1.1. Representations and Warranties Under the Credit Agreement.	 	 	10	 
	 
	 	 	 	5.1.2. Power and Authority.	 	 	10	 
	 
	 	 	 	5.1.3. Validity and Binding Effect.	 	 	10	 
	 
	 	 	 	5.1.4. No Conflict.	 	 	10	 
	 
	 	 	 	5.1.5. Use of Proceeds.	 	 	11	 
	 
	 	 	 	5.1.6. Consents and Approvals.	 	 	11	 
	 
	 	 	 	5.1.7. No Event of Default; Compliance with Instruments.	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	6.	 	CONDITIONS OF CLOSING AND LENDING	 	 	11	 






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TABLE OF CONTENTS






	 	 	 	 	 	 	 	 	 
	Section	 	 	 	 	 	Page	 
	 
	 	6.1	 	Closing Date.	 	 	11	 
	 
	 	6.2	 	Borrowing Date.	 	 	13	 
	 
	 	 	 	 	 	 	 	 
	7.	 	COVENANTS	 	 	13	 
	 
	 	7.1	 	Incorporation of Covenants Under the Credit Agreement.	 	 	13	 
	 
	 	7.2	 	Reporting Requirements.	 	 	13	 
	 
	 	 	 	 	 	 	 	 
	8.	 	DEFAULT	 	 	14	 
	 
	 	8.1	 	Events of Default.	 	 	14	 
	 
	 	 	 	8.1.1. Payments Under Loan Documents.	 	 	14	 
	 
	 	 	 	8.1.2. Incorporation by Reference.	 	 	14	 
	 
	 	 	 	8.1.3. Loan Document Unenforceable.	 	 	14	 
	 
	 	8.2	 	Consequences of Event of Default.	 	 	14	 
	 
	 	 	 	 	 	 	 	 
	9.	 	MISCELLANEOUS	 	 	15	 
	 
	 	9.1	 	Modifications, Amendments or Waivers.	 	 	15	 
	 
	 	9.2	 	No Implied Waivers; Cumulative Remedies; Writing Required.	 	 	15	 
	 
	 	9.3	 	Reimbursement and Indemnification of Lender by the Borrowers; Taxes.	 	 	16	 
	 
	 	9.4	 	Holidays.	 	 	16	 
	 
	 	9.5	 	Notices.	 	 	17	 
	 
	 	9.6	 	Severability.	 	 	17	 
	 
	 	9.7	 	Governing Law.	 	 	17	 
	 
	 	9.8	 	Prior Understanding.	 	 	17	 
	 
	 	9.9	 	Duration; Survival.	 	 	17	 
	 
	 	9.10	 	Successors and Assigns.	 	 	18	 
	 
	 	9.11	 	Counterparts.	 	 	18	 
	 
	 	9.12	 	Lender’s Consent.	 	 	18	 
	 
	 	9.13	 	Exceptions.	 	 	18	 
	 
	 	9.14	 	CONSENT TO FORUM; WAIVER OF JURY TRIAL.	 	 	18	 







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LIST OF SCHEDULES AND EXHIBITS




	 	 	 	 	 
	SCHEDULES
	 	 	 	 
	 
	 	 	 	 
	SCHEDULE 5.1.6

	 	-
	 	CONSENTS AND APPROVALS
	 
	 	 	 	 
	EXHIBITS
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT 1.1(A)

	 	-
	 	ACCOUNT CONTROL AGREEMENT
	EXHIBIT 1.1(C)

	 	-
	 	COLLATERAL ASSIGNMENT OF TELEPHONE NUMBERS
	EXHIBIT 1.1(G)

	 	-
	 	GUARANTY
	EXHIBIT 1.1(L)

	 	-
	 	LOCKBOX AGREEMENT
	EXHIBIT 1.1(N)(1)

	 	-
	 	NEGATIVE PLEDGE AGREEMENT
	EXHIBIT 1.1(N)(2)

	 	-
	 	NEGATIVE PLEDGE AGREEMENT
	EXHIBIT 1.1(P)(1)

	 	-
	 	PLEDGE AGREEMENT
	EXHIBIT 1.1(P)(2)

	 	-
	 	PLEDGE AGREEMENT
	EXHIBIT 1.1(P)(3)

	 	-
	 	PLEDGE AGREEMENT
	EXHIBIT 1.1(P)(4)

	 	-
	 	PLEDGE AGREEMENT
	EXHIBIT 1.1(S)

	 	-
	 	SECURITY AGREEMENT
	EXHIBIT 2.1

	 	-
	 	NOTICE OF ADVANCE






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BRIDGE LOAN AGREEMENT




     THIS BRIDGE LOAN AGREEMENT (as the same may be amended, restated, modified or supplemented
from time to time, this “Agreement”) is dated as of November 10, 2005 and is made by and
among DEVCON SECURITY HOLDINGS, INC., a Florida corporation (“Holdings”), DEVCON SECURITY
SERVICES CORP., a Delaware corporation (“Services”), COASTAL SECURITY COMPANY, a Delaware
corporation (“Coastal”), COASTAL SECURITY SYSTEMS, INC., a Delaware corporation
(“Systems”), and Central One, Inc., a Florida corporation (“Central One”; together
with Holdings, Services, Coastal and Systems each a “Borrower” and collectively, the
“Borrowers”), and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (the
“Lender”).



RECITALS




     WHEREAS, the Lender, for itself and as Agent (as hereinafter defined), and the other Lenders
(as defined therein) from time to time party to the Credit Agreement (as hereinafter defined) have
provided a credit facility to the Borrowers pursuant to the Credit Agreement; and



     WHEREAS, the Borrowers have requested the Lender and the Lender is willing, upon the terms and
conditions hereinafter set forth, to provide a $8,000,000 bridge loan facility to be used for (i)
the purchase and generation of Alarm Contracts, (ii) Holdings’ acquisition of all of the capital
stock of Coastal pursuant to the Coastal Purchase Agreement as of the date hereof, and (iii) for
any other lawful purpose not prohibited by this Agreement; and



     NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements
hereinafter set forth and intending to be legally bound hereby, covenant and agree as follows:



1. CERTAIN DEFINITIONS




     1.1 Certain Definitions.




          (a) Definitions Generally. In addition to words and terms defined elsewhere in this
Agreement, the following words and terms shall have the following meanings, respectively, unless
the context hereof clearly requires otherwise:



          Account Control Agreement shall mean a tri-party account control agreement in the form
of Exhibit 1.1(A) hereto among a Borrower, the Lender and each Relationship Bank, or such
other form as reasonably is acceptable to Lender.



          Adelphia Purchase Agreement shall mean that certain Asset Purchase Agreement dated
January 21, 2005, by and among Holdings, certain sellers party thereto, and Adelphia Communications
Corporation, a Delaware corporation.



          Business Day shall mean any day that is not a Saturday, a Sunday or a day on which
banks are required or permitted to be closed in the State of Maryland.



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          Closing Date shall mean the Business Day on which the Loan shall be made, which shall
be on or before November 10, 2006.



          Collateral Assignment of Telephone Numbers shall mean that collateral assignment of
telephone lines from Borrowers in substantially the form of Exhibit 1.1(C) hereto.



          Commitment shall mean the Lender’s commitment to make the Loan to the Borrower
pursuant to Section 2.1 hereof in an aggregate principal amount up to $8,000,000.



          Commitment Fee shall mean the Bridge Loan Agreement Commitment Fee as described and
defined in the Fee Letter.



          Credit Agreement shall mean the Credit Agreement, dated November ___, 2005, among the
Borrowers, the Lender, for itself and as Agent, and the other Lenders (as defined therein) from
time to time or party thereto, as the same may be amended, restated, modified or supplemented from
time to time.



          Default shall mean any event or condition which with notice, passage of time or a
determination by the Lender, or any combination of the foregoing, would constitute an Event of
Default.



          Effective Date shall have the meaning given to such term in Section 6.1 hereof.



          Event of Default shall mean any of the events described in Section 8.1 hereof and
referred to therein as an “Event of Default.”



          Exit Fee shall mean the Exit Fee as described and defined in the Fee Letter.



          Fee Letter shall mean that certain Fee Letter, dated the date hereof, among Lender and
Borrowers, as amended in writing from time to time.



          Guaranty shall mean that certain Guaranty executed by Parent in favor of Lender
substantially in the form of Exhibit 1.1(G).



          Law shall mean any law (including common law), constitution, statute, treaty,
regulation, rule, ordinance, opinion, release, ruling, order, injunction, writ, decree or award of
any official body.



          Loan Documents shall mean this Agreement, any Note, any Account Control Agreement, any
Lockbox Agreement, the Collateral Assignment of Telephone Numbers, the Guaranty, the Mortgage,
Negative Pledge Agreements, the Pledge Agreements, the Security Agreement, any agreements
evidencing the assignment of Material Contracts, and any other instruments, certificates or
documents delivered or contemplated to be delivered hereunder or thereunder or in connection
herewith or therewith, as the same may be amended, restated, modified or supplemented from time to
time in accordance herewith or therewith, and Loan Document shall mean any of the Loan
Documents.



          Loan shall have the meaning given to such term in Section 2.1 hereof.



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          Lockbox Agreement shall mean a tri-party lockbox agreement in the form of Exhibit
1.1(L) hereto among a Borrower, the Lender and a Lockbox Bank or such other form as is
acceptable to Lender.



          Maturity Date shall mean March 10, 2006.



          Mortgage shall mean each of the mortgages, deeds of trust, leasehold mortgages,
leasehold deeds of trust, collateral assignments of leases or other real estate security documents
delivered by any Borrower to Lender, from time to time, with respect to any real estate owned or
leased by Borrowers, all in form and substance reasonably satisfactory to Lender.



          Negative Pledge Agreement shall mean, collectively, the following: (i) the Negative
Pledge Agreement executed by Antigua Masonry Products, Ltd. in favor of Lender, in substantially
the form of Exhibit 1.1(N)(1); and (ii) the Negative Pledge Agreement executed by Bahamas
Construction & Development Limited in favor of Lender, in substantially the form of Exhibit
1.1(N)(2).



          Note shall mean any bridge loan note of the Borrowers issued pursuant to Section 2.4
hereof evidencing the Loan together with all amendments, restatements, extensions, renewals,
replacements, refinancings or refunds thereof in whole or in part.



          Notice of Advance shall have the meaning assigned to such term in Section 2.1 hereof.



          notices shall have the meaning assigned to that term in Section 9.5 hereof.



          Obligations shall mean all loans, advances, debts, liabilities and obligations, for
the performance of covenants, tasks or duties or for payment of monetary amounts (whether or not
such performance is then required or contingent, or such amounts are liquidated or determinable)
owing by any Borrower to the Lender and all covenants and duties regarding such amounts, of any
kind or nature, present or future, arising under this Agreement or any of the other Loan Documents.
This term includes all principal, interest (including all interest that accrues after the
commencement of any case or proceeding by or against any Borrower in bankruptcy, whether or not
allowed in such case or proceeding), the Commitment Fee, the Exit Fee, other Fees, hedging
obligations under swaps, caps and collar arrangements provided by Lender, expenses, in-house and
external attorneys’ fees and any other sum chargeable to any Borrower under this Agreement, or any
of the other Loan Documents.



          Parent shall mean Devcon International Corp., a Florida corporation.



          Pledge Agreements shall mean, collectively, the following:



          (i) the Pledge Agreement executed by the Borrowers in favor of the Lender, pledging all Stock
of Services and any other Subsidiaries of any Borrowers, and all Intercompany Notes, if any, owing
to or held by any of them, in substantially the form of Exhibit 1.1.P(1); and



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          (ii) the Pledge Agreement executed by Parent in favor of the Lender, pledging all Stock of
Holdings, in substantially the form of Exhibit 1.1(P)(2); and



          (iii) the Pledge Agreement executed by Parent in favor of the Lender, pledging all Stock of
Antigua Masonry Products, Ltd., in substantially he form of Exhibit 1.1(P)(3); and



          (iv) the Pledge Agreement executed by Parent in favor of Lender, pledging all of the Stock in
Bahamas Construction & Development Limited, in substantially the form of Exhibit 1.1(P)(4);
and



          (v) any other pledge agreement entered into after the Closing Date by any other Person (as
required by this Agreement or any other Loan Document).



          Post Closing Agreement shall have the meaning given to such term in Section
7.1.



          Prime Rate shall mean for any day, a floating rate equal to the rate publicly quoted
from time to time by The Wall Street Journal as the “prime rate” (or, if The
Wall Street Journal ceases quoting a prime rate, the highest per annum rate of interest
published by the Federal Reserve Board in Federal Reserve statistical release H.15 (519) entitled
“Selected Interest Rates” as the Bank prime loan rate or its equivalent). Each change in
any interest rate provided for in this Agreement based upon the Prime Rate shall take effect at the
time of such change in the Prime Rate.



          Security Agreement shall mean the Security Agreement entered into by and among the
Lender and each Borrower in substantially the form of Exhibit 1.1(S).



          (b) Credit Agreement Definitions. Subject to Section 1.1(c) hereof, in addition to
words and terms defined in this Section 1.1 and elsewhere in this Agreement, the following words
and terms defined in the Credit Agreement are incorporated herein by reference:
“Affiliate,” “Agent,” “Alarm Contracts,” “Collateral,” “Default
Rate,” “Dollars,” “$,” “Fee Letter,” “Fees,” “GAAP,”
“Guaranty Obligation,” “Indebtedness,” “Intercompany Notes,”
Lien,” “Lockbox Bank,” “Material Adverse Effect,” “Material
Contract,” “Parent,” “Permitted Acquisition,” “Person,”
“Relationship Bank,” “Stock” and “Subsidiary”.



          (c) Override of Certain Credit Agreement Definitions. For purposes of incorporation
by reference into this Agreement of provisions in the Credit Agreement pursuant to Article 7,
Article 8 or otherwise under this Agreement, the following terms used in the Credit Agreement shall
have the following meanings:



               (i) Corresponding Terms — Different Names. The terms “Lenders,” “Required
Lenders” and “Agent” in the Credit Agreement shall each refer to the “Lender”
which is party to this Agreement; and



               (ii) Corresponding Terms — Same Names. The terms used in the Credit Agreement which
are otherwise defined herein, including without limitation, “Account Control Agreement,”
“Agreement,” “Business Day,” “Commitment,” “Commitments,”
“Default,”



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“Event of Default,” “Loan,” “Loans,” “Loan Documents,”
“Lockbox Agreement,” “Maturity Date,” “Note,” “Notes,” “Notice
of Advance,” “Obligations,” “Pledge Agreements,” “Post Closing
Agreement” and “Security Agreement,” shall have the meanings given to such terms in
this Agreement.




     1.2 Construction.



          The section and other headings contained in this Agreement and the Table of Contents preceding
this Agreement are for reference purposes only and shall not control or affect the construction of
this Agreement or the interpretation thereof in any respect. Section, subsection, schedule and
exhibit references are to this Agreement unless otherwise specified. Unless otherwise expressly
stated, the rules of construction set forth in Section 1.1 of the Credit Agreement apply to this
Agreement as if fully set forth herein.



     1.3 Accounting Principles.



          Except as otherwise provided in this Agreement, all computations and determinations as to
accounting or financial matters and all financial statements to be delivered pursuant to this
Agreement shall be made and prepared in accordance with the accounting terms and determinations set
forth in Section 1.1 of the Credit Agreement.



2. LOANS




     2.1 Commitment.



          Subject to the terms and conditions hereof, and relying upon the representations and
warranties herein set forth, the Lender agrees to make a Loan (the “Loan”) to the Borrowers
on the Closing Date in such principal amount as the Borrowers shall request, up to but not
exceeding the Lender’s Commitment, on notice substantially in the form of Exhibit 2.1 (the
“Notice of Advance”) by the Borrowers to the Lender given no later than noon (New York
time) on the date which is two (2) Business Days prior to the proposed Loan in writing (by telecopy
or overnight courier) which Notice of Advance shall include the Lender’s address and the
information and attachments required in such Exhibit. The Lender’s Commitment shall automatically
terminate on March 10, 2006.



     2.2 Nature of Lender’s Obligations with Respect to Loan.



          The obligation of the Lender to make the Loan shall never exceed its Commitment. The
Commitment is not a revolving credit commitment, and the Borrowers shall not have the right to
repay and reborrow under Section 2.1 hereof.



     2.3 Fees.



          (a) Commitment Fee. The Borrowers agree to pay to the Lender the nonrefundable
Commitment Fee, payable on the date of this Agreement.



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          (b) Exit Fee. In addition to the Commitment Fee, the Borrowers agree to pay to the
Lender the nonrefundable Exit Fee on the Maturity Date, or in the event the Loan is paid in full or
the payment of the Loan is accelerated prior to the Maturity Date, then payment of the Exit Fee
shall be due on such earlier date, but only if Borrowers use any of the available
funds hereunder.



     2.4 Bridge Loan Note and Principal Payment.



          Sections 2.1(b) and 2.9 of the Credit Agreement is herein incorporated by reference to the
same extent and effect as if such Section were set forth in full herein, together with all
definitions of defined terms contained therein (except as otherwise provided in Section 1.1
hereof). The principal amount of any Note as provided for therein shall be due and payable on the
Maturity Date.



     2.5 Use of Proceeds.



          The proceeds of the Loan shall be used as set forth in the second Recital hereof.



     2.6 Single Loan.



          The Loan to any or both of the Borrowers and all of the other Obligations of the Borrowers
arising under this Agreement and the other Loan Documents, shall constitute one general joint and
several obligation of Borrowers secured by all of the Collateral until the date on which the Loan
has been repaid in full and all other Obligations, other than residual indemnity that survives
payment in full of the Loan, and this Agreement and the other Loan Documents have been completely
discharged. Without limiting the generality of the foregoing, Section 2.17 of the Credit Agreement
shall apply to this Agreement and is hereby incorporated by reference herein to the same extent and
effect as if such Section were set forth in full herein, together with all definitions of defined
terms contained therein (except as otherwise provided in Section 1.1 hereof).



3. INTEREST RATES




     3.1 Interest Rate.



          The Borrowers shall pay interest in respect of the outstanding unpaid principal amount of the
Loan at the rate per annum equal to the Prime Rate. All computations of interest based on the
Prime Rate shall be made by the Lender on the basis of a 365/366-day year, in each case for the
actual number of days occurring in the period for which such interest is payable. The Prime Rate
is a floating rate determined for each day. Each determination by the Lender of interest rate
hereunder shall, absent manifest error, be presumptive evidence of the correctness of such rate.
Notwithstanding the foregoing in this Section 3.1 or anything contained in Section 3.2 hereof,
Section 2.4(g) of the Credit Agreement shall apply to this Agreement and is hereby incorporated by
reference herein to the same extent and effect as if such Section were set forth in full herein,
together with all definitions of defined terms contained therein (except as otherwise provided in
Section 1.1 hereof).



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          3.1.1. Rate Quotations.



               The Borrowers may call the Lender on or before the date on which the Notice of Advance is to
be delivered to receive an indication of the Prime Rate then in effect, but it is acknowledged that
such indication shall not be binding on the Lender nor affect the rate of interest which thereafter
is actually in effect when the Notice of Advance is delivered or the Closing Date occurs.




          3.1.2. Change in Interest Rates.




               If the Prime Rate is increased or reduced with respect to any period for which the Borrowers
have already paid interest, the Lender shall recalculate the additional interest due from or to the
Borrowers and shall, within fifteen (15) Business Days after the Borrowers notify the Lender of
such increase or decrease, give the Borrowers notice of such recalculation.



               3.1.2.1 Any additional interest due from the Borrowers shall be paid to the Lender on the next
date on which an interest payment is due; provided, however, that if there is no
amount of the Loan outstanding or if the Loan is due and payable, such additional interest shall be
paid promptly after receipt of written request for payment from the Lender.



               3.1.2.2 Any interest or refund due to the Borrowers shall be credited against payments
otherwise due from the Borrowers on the next interest payment due date or, if the Loan has been
repaid and the Lender is no longer committed to lend under this Agreement upon receipt of written
request for payment from the Borrowers containing payment instructions.



     3.2 Interest After Default.



          To the extent permitted by Law, upon the occurrence of an Event of Default and until such time
such Event of Default shall have been cured or waived, the rate of interest for the Loan and each
other Obligation hereunder if not paid when due shall bear interest at the Default Rate as
determined by and payable pursuant to Section 2.4(e) of the Credit Agreement which is, together
with all definitions of defined terms contained therein (except as otherwise provided in Section
1.1 hereof), incorporated by reference herein to the same extent and effect as if such Section were
set forth in full herein. The Borrower acknowledges that the increase in rates referred to in this
Section 3.2 reflects, among other things, the fact that the Loan or other amounts have become a
substantially greater risk given their default status and that the Lender is entitled to additional
compensation for such risk.



4. PAYMENTS




     4.1 Payments.



          All payments and prepayments to be made in respect of principal, interest, Commitment Fee,
Exit Fee, or other fees or amounts due from the Borrowers hereunder shall be payable in accordance
with Section 2.7 of the Credit Agreement which is incorporated by



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reference herein to the same
extent and effect as of such Section were set forth in full herein, together with all definitions of defined terms contained therein (except as otherwise provided
in Section 1.1 hereof), on the date when due without presentment, demand, protest or notice of any
kind, all of which are hereby expressly waived by the Borrowers, and without set-off, counterclaim
or other deduction of any nature, and an action therefor shall immediately accrue. The Lender’s
statement of account, ledger or other relevant record shall, in the absence of manifest error, be
conclusive as the statement of the amount of principal of and interest on the Loan and other
amounts owing under this Agreement and shall be deemed an “account stated.”




     4.2 Interest Payment Dates.



          Interest on the Loan shall be due and payable in arrears on the first day of each month after
the date hereof and on the Maturity Date or upon acceleration of the Loan. Interest on the
principal amount of the Loan or other monetary Obligation shall be due and payable on demand after
such principal amount or other monetary Obligation becomes due and payable (whether on the stated
Maturity Date, upon acceleration of the Loan or otherwise).



     4.3 Right to Prepay.



          The Borrowers shall have the right at their option from time to time to prepay the Loan in
whole or part without premium or penalty (except as provided below or in Section 4.4 hereof) at any
time.



          All prepayment notices shall be irrevocable. The principal amount of the Loan for which a
prepayment notice is given, together with interest on such principal amount shall be due and
payable on the date specified in such prepayment notice as the date on which the proposed
prepayment is to be made.



     4.4 Additional Compensation in Certain Circumstances.




	 	4.4.1.	 	Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital
Adequacy Requirements, Expenses, Etc.





               If any Law, guideline or interpretation or any change in any Law, guideline or interpretation
or application thereof by any official body charged with the interpretation or administration
thereof or compliance with any request or directive (whether or not having the force of Law) of any
central bank or other official body:



                    (i) subjects the Lender to any tax or changes the basis of taxation with respect to this
Agreement, the Loan or payments by the Borrowers of principal, interest, Fees, or other amounts due
from the Borrowers hereunder (except for taxes on the overall net income of the Lender),



                    (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement
against credits or commitments to extend credit extended by, or assets (funded or contingent) of,
deposits with or for the account of, or other acquisitions of funds by, the Lender, or



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                    (iii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A)
against assets (funded or contingent) of, or letters of credit, other credits or commitments to
extend credit extended by, the Lender, or (B) otherwise applicable to the obligations of the Lender
under this Agreement,


and the result of any of the foregoing is to increase the cost to, reduce the income receivable by,
or impose any expense (including loss of margin) upon the Lender with respect to this Agreement, or
the making, maintenance or funding of any part of the Loan (or, in the case of any capital adequacy
or similar requirement, to have the effect of reducing the rate of return on the Lender’s capital,
taking into consideration the Lender’s customary policies with respect to capital adequacy) by an
amount which the Lender in its sole discretion deems to be material, the Lender shall from time to
time notify the Borrowers of the amount determined in good faith (using any averaging and
attribution methods employed in good faith) by the Lender to be necessary to compensate the Lender
for such increase in cost, reduction of income, additional expense or reduced rate of return. Such
notice shall set forth in reasonable detail the basis for such determination. Such amount shall be
due and payable by the Borrowers to the Lender ten (10) Business Days after such notice is given.




          4.4.2. Indemnity.



               In addition to the compensation required by Section 4.4.1 hereof, the Borrowers shall
indemnify the Lender against all liabilities, losses or expenses (including loss of margin, and any
loss or expense incurred in liquidating or employing deposits from third parties, and including
fees and expenses of in-house and external counsel) which the Lender sustains or incurs as a
consequence of any



                    (i) attempt by any Borrower to revoke (expressly, by later inconsistent notices or otherwise)
in whole or part any notices under Section 3.1.1 hereof or notice relating to prepayments under
Section 4.3 hereof, or



                    (ii) default by any Borrower in the performance or observance of any covenant or condition
contained in this Agreement or any other Loan Document, including any failure of the Borrowers to
pay when due (by acceleration or otherwise) any principal, interest, Fees or any other amount due
hereunder.



               If the Lender sustains or incurs any such loss or expense, it shall from time to time notify
the Borrowers of the amount determined in good faith by the Lender (which determination may include
such assumptions, allocations of costs and expenses and averaging or attribution methods as the
Lender shall deem reasonable) to be necessary to indemnify the Lender for such loss or expense.
Such notice shall set forth in reasonable detail the basis for such determination. Such amount
shall be due and payable by the Borrowers to the Lender ten (10) Business Days after such notice is
given.



 - 9 -









 





5. REPRESENTATIONS AND WARRANTIES




     5.1 Representations and Warranties.



          To induce the Lender to enter into this Agreement and to make the Loan, the Borrowers, jointly
and severally, represent and warrant to the Lender as follows:



          5.1.1. Representations and Warranties Under the Credit Agreement.



               Each Borrower each hereby represents and warrants that each of the representations and
warranties set forth in Article 4 of the Credit Agreement is true and correct in all respects as of
the date hereof and as of the Closing Date, except to the extent that any such representation or
warranty is stated to relate solely to an earlier date, in which case such representation or
warranty was true and correct in all respects on and as of such earlier date, which Article is
hereby incorporated by reference herein to the same extent and effect as if such Article were set
forth in full herein, together with all definitions of defined terms contained therein (except as
otherwise provided in Section 1.1 hereof).



          5.1.2. Power and Authority.



               Each Borrower has full power to enter into, execute, deliver and carry out this Agreement and
the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan
Documents and to perform its Obligations under the Loan Documents to which it is a party, and all
such actions have been duly authorized by all necessary proceedings on its part.



          5.1.3. Validity and Binding Effect.



               This Agreement has been duly and validly executed and delivered by each Borrower, and each
other Loan Document which each Borrower is required to execute and deliver on or after the date
hereof will have been duly executed and delivered by such Borrower on the required date of delivery
of such Loan Document. This Agreement and each other Loan Document constitutes, or will
constitute, legal, valid and binding obligations of each Borrower which is or will be a party
thereto on and after its date of delivery thereof, enforceable against such Borrower in accordance
with its terms, except to the extent that enforceability of any of such Loan Document may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the
enforceability of creditors’ rights generally or limiting the right of specific performance.



          5.1.4. No Conflict.



               Neither the execution, delivery or performance of this Agreement or the other Loan Documents
by any Borrower nor the consummation of the transactions herein or therein contemplated will (i)
conflict with, constitute a default under or result in any breach of (A) the terms and conditions
of the certificate of incorporation, bylaws, or other organizational documents of such Borrower or
(B) any Law or order, writ, judgment, injunction or decree or any



 - 10 -









 




agreement or instrument in any material respect to which such Borrower or any of its
Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which it is
subject, or (ii) result in the creation or enforcement of any Lien, charge or encumbrance
whatsoever upon any property (now or hereafter acquired) of any Borrower or any of its Subsidiaries
(other than Liens granted under the Loan Documents).




          5.1.5. Use of Proceeds.



               Each Borrower intends to use the proceeds of the Loan in accordance with Section 2.5 hereof.



          5.1.6. Consents and Approvals.



               No material consent, approval, exemption, order or authorization of, or a registration or
filing with, any official body or any other Person is required by any Law or any agreement in
connection with the execution, delivery and performance of this Agreement and the other Loan
Documents by any Borrower, except as listed on Schedule 5.1.6, all of which shall have been
obtained or made on or prior to the Effective Date.



          5.1.7. No Event of Default; Compliance with Instruments.



          No event has occurred and is continuing and no condition exists or will exist after giving
effect to the borrowings or other extensions of credit to be made on the Closing Date under or
pursuant to the Loan Documents which constitutes an Event of Default or Default. No Borrower is in
violation of (i) any term of its certificate of incorporation, bylaws, or other organizational
documents or (ii) any Material Contract, lease or other instrument to which it is a party or by
which it or any of its properties may be subject or bound that in any such case alone or in the
aggregate could reasonably be expected to have a Material Adverse Effect.



6. CONDITIONS OF CLOSING AND LENDING




     6.1 Closing Date.



          The Borrowers shall satisfy all of the following conditions on or prior to the Closing Date:



                    (i) Each Borrower and the Lender shall have executed this Agreement and shall have delivered
to the Lender executed counterpart signature pages hereto;



                    (ii) there shall be delivered to the Lender a certificate of each Borrower, dated the Closing
Date and signed by the Chief Executive Officer, President or Chief Financial Officer of such
Borrower, certifying as to all corporate action taken by such Borrower to authorize the execution
and delivery of the Loan Documents, its performance of all of its agreements and obligations under
each such document and any borrowings or other transactions contemplated by this Agreement;



 - 11 -









 





                    (iii) the Lender shall have received a certificate of each Borrower, dated the Closing Date,
as to the incumbency and signature of the officers of such Borrower executing this Agreement and
each other Loan Document satisfactory in form and substance to the Lender;



                    (iv) the Lender shall have received a confirmation that the certificate of incorporation and
by-laws of each Borrower delivered in connection with the Credit Agreement remain in force and
effect and have not been modified, as of the Closing Date from the Secretary or an Assistant
Secretary of such Borrower;



                    (v) the Lender shall have received the executed legal opinion of Akerman Senterfit, counsel to
the Borrowers, dated the Closing Date, in form and substance acceptable to the Lender and its
counsel regarding this Agreement and each other Loan Document;



                    (vi) the Borrowers shall have paid or caused to be paid to the Lender to the extent not
previously paid the Commitment Fee, all other commitment and other fees accrued through the Closing
Date and the costs and expenses for which the Lender are entitled to be reimbursed including legal
fees of the Lender in connection herewith and with this Agreement;



                    (vii) the Lender shall have received the applicable Account Control Agreements, the Collateral
Assignment of Telephone Numbers, the Guaranty, the applicable Lockbox Agreements, the Pledge
Agreements, the Security Agreements and any Notice of Advance duly executed and delivered by the
Borrowers, the Parent and the Relationship Banks, as applicable; and



                    (viii) Lender shall have received evidence of receipt by Holdings on or prior to the date
hereof of not less than $10,000,000 of funded capital net cash proceeds (exclusive of any
capitalization funded to or received by Holdings prior to January 15, 2005 (other than the
contribution on January 14, 2005, of the deposit amount pursuant to the Adelphia Purchase
Agreement, any unfunded holdback amounts which Holdings is obligated to pay with respect to
acquisitions closed prior to January 15, 2005 and any capitalization funded to or received by
Holdings as required by Borrowers’ existing credit facility), representing an additional infusion
of capital from the Parent, to be evidenced solely by the issuance of additional shares of common
stock in Holdings, all of which will be pledged to the Agent pursuant to a Pledge Agreement.



                    (ix) Lender shall have received a duly executed Mortgage covering all of the Real Estate
located at 798 Airport Road, Panama City, Florida (the “Executive Office”), in form
satisfactory to Lender, together with: (i) a title insurance policy satisfactory in form and
substance to Lender in its sole discretion; (ii) evidence that counterparts of such Mortgage have
been delivered to a title company for recordation in all places to the extent necessary or
desirable, in the judgment of Lender, to create a valid and enforceable first priority lien
(subject to Permitted Encumbrances) on the Executive Office in favor of Lender (or in favor



 - 12 -









 




of such other trustee as may be required or desired under local law); and (iii) an opinion of
counsel in Florida, relating to such Mortgage, in form and substance and from counsel reasonably
satisfactory to Lender.




                    (x) Lender shall have received the collateral assignment of any Material Contracts that it
requests.



     6.2 Borrowing Date.



          In addition to the conditions set forth in Section 6.1(a) hereof, the obligation of the Lender
to make an advance of funds under the Loan shall be subject to the satisfaction of each of the
following conditions precedent:



                    (i) the Lender shall have received a certificate of each Borrower, dated the borrowing date
and signed by the Chief Executive Officer, President or Chief Financial Officer of such Borrower
certifying and confirming, as of the Closing Date and after giving effect to the Loan, as to (A)
the items set forth in clauses (ii) through and including (iv) of Section 6.1 hereof, (B) all
representations and warranties set forth in Article 5 hereof are true and correct, (C) no Default
or Event of Default has occurred and (D) each Borrower has performed and complied with all of the
covenants and agreements set forth in this Agreement and each of the other Loan Documents;



                    (ii) all of the required deliveries and conditions pursuant to Section 3.1 and Section 3.2 of
the Credit Agreement shall have been satisfied.



7. COVENANTS




     7.1 Incorporation of Covenants Under the Credit Agreement.



          The covenants and provisions contained in Section 2.5 (Cash Management Systems), Article 6
(Affirmative Covenants), Article 7 (Negative Covenants) and Article 9 (Financial Covenants) of the
Credit Agreement, together with all schedules, exhibits and other documents referred to therein are
incorporated herein by reference to the same extent and effect as if such Articles, schedules,
exhibits and other documents were set forth in full herein, together with all definitions of
defined terms contained therein (except as otherwise provided in Section 1.1 hereof). For the
purposes of incorporating Section 6.10 of the Credit Agreement, the parties acknowledge that a
separate Post Closing Agreement will be entered into with respect to post closing deliveries to be
made by the Borrower pursuant to this Agreement (such agreement, the “Post Closing
Agreement”).



     7.2 Reporting Requirements.



          The Borrowers, covenant and agree that until indefeasible payment in full of the Loan and
interest thereon, satisfaction of all of the Borrowers’ other Obligations hereunder and under the
other Loan Documents and termination of the Commitment, the Borrowers will furnish or cause to be
furnished to the Lender, simultaneously with the delivery of any report, notice or



 - 13 -









 




information under the Credit Agreement, all reports, notices and information required to be
furnished to the Agent and the Lenders (as defined in the Credit Agreement) pursuant to Article 5
(Financial Statements and Information) of the Credit Agreement.




8. DEFAULT




     8.1 Events of Default.



          An Event of Default shall mean the occurrence or existence of any one or more of the following
events or conditions (whatever the reason therefor and whether voluntary, involuntary or effected
by operation of Law):



          8.1.1. Payments Under Loan Documents.



               The Borrowers shall fail to pay (i) any principal of the Loan (including scheduled
installments, mandatory prepayments or the payment due on the Maturity Date), when such principal
is due hereunder or (ii) any interest on the Loan, or any Fees hereunder or under the other Loan
Documents within three (3) Business Days after such interest or other Fees becomes due in
accordance with the terms hereof or thereof or (iii) the Lender for any expense reimburseable
hereunder or under any other Loan Document within ten (10) Business Days following the Lender’s
written demand for such payment or reimbursement; or



          8.1.2. Incorporation by Reference.



               Any “Event of Default” shall occur under Article 10 of the Credit Agreement, which Article
together with all other provisions of the Credit Agreement referred to therein are hereby
incorporated herein by reference to the same extent and effect as if such Article and other
provisions were set forth in full herein, together with all definitions of defined terms contained
therein (except as otherwise provided in Section 1.1 hereof); or



          8.1.3. Loan Document Unenforceable.



               Any of the Loan Documents shall cease to be legal, valid and binding agreements enforceable
against the party executing the same or such party’s successors and assigns (as permitted under the
Loan Documents) in accordance with the respective terms thereof or shall in any way be terminated
(except in accordance with its terms) or become or be declared ineffective or inoperative or shall
in any way be challenged or contested or cease to give or provide the respective Liens, security
interests, rights, titles, interests, remedies, powers or privileges intended to be created
thereby.



     8.2 Consequences of Event of Default.



          In addition to all of the rights and remedies contained in this Agreement or in any of the
other Loan Documents, the Lender shall have all of the rights and remedies under the Credit
Agreement (which rights and remedies are incorporated herein by reference) and under applicable
Law, all of which rights and remedies shall be cumulative and non-exclusive, to the



 - 14 -









 




extent permitted by Law. The Lender may exercise all post-Default rights granted to the Agent
under the Loan Documents or applicable Law. If an Event of Default shall occur and be continuing,
the Lender and any Subsidiary or Affiliate of the Lender or participant anywhere in the world shall
have the right, in addition to all other rights and remedies available to it, without notice to any
Borrower, to set-off against and apply to the then unpaid balance of all the Loan and all other
Obligations of the Borrowers hereunder or under any other Loan Document any debt owing to, and any
other funds held in any manner for the account of, any Borrower by the Lender or participant or by
such branch, Subsidiary or Affiliate, including all funds in all deposit accounts (whether time or
demand, general or special, provisionally credited or finally credited, or otherwise) now or
hereafter maintained by any Borrower for its own account (but not including funds held in custodian
or trust accounts) with the Lender or participant or such branch, Subsidiary or Affiliate. Such
right shall exist whether or not the Lender shall have made any demand under this Agreement or any
other Loan Document, whether or not such debt owing to or funds held for the account of any
Borrower is or are matured or unmatured and regardless of the existence or adequacy of any Guaranty
Obligation or any other security, right or remedy available to the Lender.




9. MISCELLANEOUS




     9.1 Modifications, Amendments or Waivers.



          The Lender and the Borrowers may from time to time enter into written agreements amending or
changing any provision of this Agreement or any other Loan Document or the rights of the Lender or
the Borrowers hereunder or thereunder, or may grant written waivers or consents to a departure from
the due performance of the Obligations of the Borrowers hereunder or thereunder. Any such
agreement, waiver or consent made with such written consent shall be effective to bind the Lender
and the Borrowers.



     9.2 No Implied Waivers; Cumulative Remedies; Writing Required.



          No course of dealing and no delay or failure of the Lender in exercising any right, power,
remedy or privilege under this Agreement or any other Loan Document shall affect any other or
future exercise thereof or operate as a waiver thereof, nor shall any single or partial exercise
thereof or any abandonment or discontinuance of steps to enforce such a right, power, remedy or
privilege preclude any further exercise thereof or of any other right, power, remedy or privilege.
The rights and remedies of the Lender under this Agreement and any other Loan Documents are
cumulative and not exclusive of any rights or remedies which they would otherwise have. Any
waiver, permit, consent or approval of any kind or character on the part of the Lender of any
breach or default under this Agreement or any such waiver of any provision or condition of this
Agreement must be in writing and shall be effective only to the extent specifically set forth in
such writing.



 - 15 -









 





     9.3 Reimbursement and Indemnification of Lender by the Borrowers; Taxes.



          (a) Each Borrower, jointly and severally, agrees unconditionally upon demand to pay or
reimburse to the Lender and to save the Lender harmless against (i) liability for the payment of
all out-of-pocket costs, expenses and disbursements (including fees and expenses of in-house and
external counsel), incurred by the Lender (a) in connection with the administration and
interpretation of this Agreement, and other instruments and documents to be delivered hereunder,
(b) relating to any amendments, waivers or consents pursuant to the provisions hereof, (c) in
connection with the enforcement of this Agreement or any other Loan Document, or collection of
amounts due hereunder or thereunder or the proof and allowability of any claim arising under this
Agreement or any other Loan Document, whether in bankruptcy or receivership proceedings or
otherwise, and (d) in any workout or restructuring or in connection with the protection,
preservation, exercise or enforcement of any of the terms hereof or of any rights hereunder or
under any other Loan Document or in connection with any foreclosure, collection or bankruptcy
proceedings, or (ii) all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on,
incurred by or asserted against the Lender, in its capacity as such, in any way relating to or
arising out of this Agreement or any other Loan Documents or any action taken or omitted by the
Lender hereunder or thereunder, provided that the Borrowers shall not be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements if the same results from the Lender’s gross negligence or willful
misconduct as finally determined by a court of competent jurisdiction. Each Borrower, jointly and
severally, agrees unconditionally to pay all stamp, document, transfer, recording or filing taxes
or fees and similar impositions now or hereafter determined by the Lender to be payable in
connection with this Agreement or any other Loan Document, and each Borrower, jointly and
severally, agrees unconditionally to save the Lender harmless from and against any and all present
or future claims, liabilities or losses with respect to or resulting from any omission to pay or
delay in paying any such taxes, fees or impositions.



          (b) Nothing herein shall limit the generality of Section 2.10(a) and Section 2.12 of the
Credit Agreement which Sections are incorporated by reference herein to the same extent and effect
as if such Sections were set forth in full herein, together with all definitions of defined terms
contained therein (except as otherwise provided in Section 1.1 hereof).



     9.4 Holidays.



          Whenever payment of the Loan to be made or taken hereunder shall be due on a day which is not
a Business Day such payment shall be due on the next Business Day and such extension of time shall
be included in computing interest and fees, except that the Loan shall be due on the Business Day
preceding the Maturity Date if the Maturity Date is not a Business Day. Whenever any payment or
action to be made or taken hereunder (other than payment of the Loan) shall be stated to be due on
a day which is not a Business Day, such payment or action shall be made or taken on the next
following Business Day, and such extension of time shall not be included in computing interest or
fees, if any, in connection with such payment or action.



 - 16 -









 





     9.5 Notices.



          Except as otherwise provided herein, all notices, requests, demands, directions and other
communications (as used in this Section 9.5, collectively referred to as “notices”) given
to or made upon any party hereto under the provisions of this Agreement shall be in writing and
will be deemed given as set forth in Section 13.10 (Notices) of the Credit Agreement which Section
is hereby incorporated herein by reference to the same extent and effect as if such Section were
set forth in full herein, together with all definitions of defined terms contained therein (except
as otherwise provided in Section 1.1 hereof).



     9.6 Severability.



          The provisions of this Agreement are intended to be severable. If any provision of this
Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such
provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without in any manner affecting the validity or enforceability thereof in any
other jurisdiction or the remaining provisions hereof in any jurisdiction.



     9.7 Governing Law.



          This Agreement shall be deemed to be a contract under the Laws of the State of Maryland and
for all purposes shall be governed by and construed and enforced in accordance with the internal
laws of the State of Maryland without regard to its conflict of laws principles.



     9.8 Prior Understanding.



          This Agreement and the other Loan Documents supersede all prior understandings and agreements,
whether written or oral, between the parties hereto and thereto relating to the transactions
provided for herein and therein, including any prior confidentiality agreements and commitments.



     9.9 Duration; Survival.



          All representations and warranties of the Borrowers contained herein or made in connection
herewith shall survive the making of the Loan and shall not be waived by the execution and delivery
of this Agreement, any investigation by the Borrowers, the making of the Loan, or payment in full
of the Loan. All covenants and agreements of the Borrowers contained in Section 7 hereof shall
continue in full force and effect from and after the date hereof so long as the Borrowers may
borrow hereunder and until termination of the Commitment and indefeasible payment in full of the
Loan. All covenants and agreements of the Borrowers contained herein relating to the payment of
principal, interest, premiums, additional compensation or expenses and indemnification, including
those set forth in any Note, Section 4 and Section 9.3 hereof, shall survive payment in full of the
Loan and termination of the Commitment.



 - 17 -









 





     9.10 Successors and Assigns.



          This Agreement shall be binding upon and shall inure to the benefit of the Lender, the
Borrowers and their respective successors and assigns, except that the Borrowers may not assign or
transfer any of its rights and Obligations hereunder or any interest herein. The Lender may, at
its own cost, make assignments of or sell participations in all or any part of its Commitment and
the Loan made by it to one or more banks or other entities, including without limitation its
Affiliates or lenders.



     9.11 Counterparts.



          This Agreement may be executed by different parties hereto on any number of separate
counterparts, each of which, when so executed and delivered, shall be an original, and all such
counterparts shall together constitute one and the same instrument.



     9.12 Lender’s Consent.



          Whenever the Lender’s consent is required to be obtained under this Agreement or any of the
other Loan Documents as a condition to any action, inaction, condition or event, the Lender shall
be authorized to give or withhold such consent in its sole and absolute discretion and to condition
its consent upon the giving of additional collateral, the payment of money or any other matter.



     9.13 Exceptions.



          The representations, warranties and covenants contained herein shall be independent of each
other, and no exception to any representation, warranty or covenant shall be deemed to be an
exception to any other representation, warranty or covenant contained herein unless expressly
provided, nor shall any such exceptions be deemed to permit any action or omission that would be in
contravention of applicable Law.



     9.14 CONSENT TO FORUM; WAIVER OF JURY TRIAL.



          EACH BORROWER HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN MARYLAND,
SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE
BORROWERS AND LENDER PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY
MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS;
PROVIDED, THAT LENDER AND THE BORROWERS ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY
HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF MARYLAND AND; PROVIDED, FURTHER THAT
NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE LENDER FROM BRINGING SUIT OR
TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER
SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR



 - 18 -









 




OF LENDER. EACH BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION
IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH BORROWER HEREBY WAIVES ANY OBJECTION
THAT SUCH BORROWER MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR
FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR
EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH BORROWER HEREBY WAIVES PERSONAL
SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES
THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED
MAIL ADDRESSED TO SUCH BORROWER AT THE ADDRESS SET FORTH IN SECTION 9.5 OF THIS AGREEMENT AND THAT
SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH BORROWER’S ACTUAL RECEIPT
THEREOF OR FIVE (5) DAYS AFTER DEPOSIT IN THE UNITED STATES MAILS, PROPER POSTAGE PREPAID.




[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]




 - 19 -









 





     IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have
executed this Agreement as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	BORROWERS:	 	 
	 
	 	 	 	 	 	 
	 	 	DEVCON SECURITY HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen J. Ruzika	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Stephen J. Ruzika	 	 
	 

	 	Title:
	 	 President & CEO	 	 
	 
	 	 	 	 	 	 
	 	 	DEVCON SECURITY SERVICES CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen J. Ruzika	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Stephen J. Ruzika	 	 
	 

	 	Title:
	 	 President & CEO	 	 
	 
	 	 	 	 	 	 
	 	 	COASTAL SECURITY COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen J. Ruzika	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Stephen J. Ruzika	 	 
	 

	 	Title:
	 	 President & CEO	 	 
	 
	 	 	 	 	 	 
	 	 	COASTAL SECURITY SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen J. Ruzika	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Stephen J. Ruzika	 	 
	 

	 	Title:
	 	 President & CEO	 	 
	 
	 	 	 	 	 	 
	 	 	CENTRAL ONE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen J. Ruzika	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Stephen J. Ruzika	 	 
	 

	 	Title:
	 	 President & CEO	 	 





[Signature Page One to Bridge Loan]





 









 






	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	CAPITALSOURCE FINANCE LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William L. Polk, Jr.	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	William L. Polk, Jr.	 	 
	 

	 	Title:
	 	 Managing Director	 	 






[Signature Page Two to Bridge Loan]