SECURED CREDIT FACILITY AND
WARRANT PURCHASE AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
BORROWER:
ENVIRONMENTAL TECTONICS CORPORATION
By:
/s/ Duane D. Deanes
Name:
Duane D. Deanes
Title:
CFO
LENDER:
/s/ H.F. Lenfest
H.F. Lenfest
Joy Tartar
Witness
47
ANNEXES
SCHEDULES
Certain Employees
(Schedule 4.1(f)(iv)
Permitted Indebtedness
(Schedule 5.1(c))
Capitalization
(Schedule 5.1(f))
Litigation
(Schedule 5.1(j))
Compliance with Laws
(Schedule 5.1(k))
Environmental
(Schedule 5.1(l))
Properties
(Schedule 5.1(q))
Intellectual Property
(Schedule 5.1(r))
Subsidiaries
(Schedule 5.1(t))
Absence of Undisclosed Liabilities
(Schedule 5.1(v))
Security Documents
(Schedule 5.1(y))
Insurance
(Schedule 5.1(z))
Authorizations
(Schedule 5.1(aa))
Consents
(Schedule 5.1(bb))
Defaults
(Schedule 5.1(ee))
Permitted Encumbrances
(Schedule 7.2(b))
Affiliate Transactions
(Schedule 7.2(e))
EXHIBITS
EXHIBIT A-1
Form of Senior Secured Subordinated Initial Note
EXHIBIT A-2
Form of Senior Secured Subordinated Additional Note
EXHIBIT B-1
Form of Initial Stock Purchase Warrant
EXHIBIT B-2
Form of Additional Stock Purchase Warrant
EXHIBIT B-3
Form of Guaranty Warrant
EXHIBIT C
Form of Statement With Respect to Shares of Series E Stock
EXHIBIT D
Form of Statement With Respect to Shares of Series D Stock
EXHIBIT E
Form of Security Agreement
EXHIBIT F
Form of Registration Rights Agreement
EXHIBIT G
Form of Guaranty Agreement
EXHIBIT H
Form of Mortgage
EXHIBIT I
Form of Shareholders Voting Agreement
EXHIBIT J
[Intentionally deleted.]
EXHIBIT K
[Intentionally deleted.]
EXHIBIT L
Form of Closing Certificate
EXHIBIT M
2009 Bridge Loan Documents
EXHIBIT N
Form of Compliance Certificate
EXHIBIT A-1
FORM OF SENIOR SECURED SUBORDINATED INITIAL NOTE
NEITHER THIS NOTE NOR THE SHARES OF PREFERRED STOCK THAT MAY BE ISSUABLE UPON
PAYMENT OF INTEREST HEREON HAVE BEEN OR WILL BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS,
EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (A) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS
NOT REQUIRED AND THAT THE PROPOSED TRANSFER MAY BE MADE WITHOUT VIOLATION OF THE
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW.
$1,000,000
____________, 2009
ENVIRONMENTAL TECTONICS CORPORATION
SENIOR SECURED SUBORDINATED PROMISSORY NOTE
ENVIRONMENTAL TECTONICS CORPORATION (the "Company"), a Pennsylvania
corporation, for value received, and intending to be legally bound, hereby
unconditionally promises to pay to the order of H.F. Lenfest (the "Lender"), or
any assignee or holder hereof (together with the Lender, a "Holder"), the
principal sum of One Million Dollars ($1,000,000), plus all accrued and unpaid
interest at the rates provided herein, in lawful money of the United States of
America. The obligations of the Company under this Senior Secured Subordinated
Promissory Note (this "Note") are secured as set forth in the Security Agreement
dated as of April 24, 2009 between the Company and the Lender. Capitalized terms
used herein and not defined herein shall have the meanings assigned to them in
the Secured Credit Facility and Warrant Purchase Agreement, dated