41
SECTION 7.12
ADDITIONAL NEGATIVE PLEDGES.
41
SECTION 7.13
FISCAL YEARS
41
SECTION 7.14
STAY, EXTENSION AND USURY LAWS
41
SECTION 7.15
LIMITATION ON FOREIGN OPERATIONS
41
SECTION 7.16
INCONSISTENT AGREEMENTS; CHARTER AMENDMENTS
42
SECTION 7.17
LEASE OBLIGATIONS
42
ARTICLE VIII. - EVENTS OF DEFAULT AND REMEDIES
42
SECTION 8.1
EVENTS OF DEFAULT
42
SECTION 8.2
WAIVERS
44
SECTION 8.3
ENFORCEMENT ACTIONS
44
SECTION 8.4
COSTS
45
SECTION 8.5
SET-OFF
45
SECTION 8.6
REMEDIES NON-EXCLUSIVE
45
ARTICLE IX. - MISCELLANEOUS
45
SECTION 9.1
NOTICES
45
SECTION 9.2
SURVIVAL OF AGREEMENT
46
SECTION 9.3
BINDING EFFECT
46
SECTION 9.4
SUCCESSORS AND ASSIGNS
46
SECTION 9.5
EXPENSES; INDEMNITY
46
SECTION 9.6
WAIVER OF CONSEQUENTIAL AND PUNITIVE DAMAGES
47
SECTION 9.7
APPLICABLE LAW
47
SECTION 9.8
WAIVERS; AMENDMENTS
48
SECTION 9.9
INTEREST RATE LIMITATION
48
ii
SECTION 9.10
ENTIRE AGREEMENT
48
SECTION 9.11
WAIVER OF JURY TRIAL
48
SECTION 9.12
SEVERABILITY
49
SECTION 9.13
COUNTERPARTS
49
SECTION 9.14
HEADING
49
SECTION 9.15
JURISDICTION; CONSENT TO SERVICE OF PROCESS
49
SECTION 9.16
CONSENTS AND APPROVALS; DEFAULTS
50
SECTION 9.17
RELATIONSHIP OF THE PARTIES; ADVICE OF COUNSEL
50
SECTION 9.18
CONFIDENTIALITY
51
SECTION 9.19
REGISTRATION AND TRANSFER OF NOTES
51
EXHIBITS AND SCHEDULES
EXHIBIT A
FORM OF LANDLORD ACCESS LETTER
SCHEDULE 4.4
GOVERNMENTAL APPROVALS
SCHEDULE 4.5
BORROWERS' BUSINESS
SCHEDULE 4.7
INDEBTEDNESS
SCHEDULE 4.8
OWNERSHIP AND CONTROL
SCHEDULE 4.9
MATERIAL ADVERSE CHANGES
SCHEDULE 4.10
LEASES
SCHEDULE 4.11
LITIGATION
SCHEDULE 4.12
CONTRACTS
SCHEDULE 4.13
AFFILIATE TRANSACTIONS
SCHEDULE 4.15
INSURANCE
SCHEDULE 4.18
EMPLOYEE BENEFIT MATTERS
SCHEDULE 4.20
LABOR MATTERS
SCHEDULE 4.21
EMPLOYEES
SCHEDULE 4.25
INTELLECTUAL PROPERTY
SCHEDULE 6.12(a)
PREPAYMENT PENALTIES AND COSTS
SCHEDULE 6.12(e)
APPROVED NON-CASH CHARGES
SCHEDULE 6.16(a)
LANDLORD WAIVERS - EXCLUDED PROPERTIES
SCHEDULE 6.16(b)
LANDLORD WAIVERS - INCLUDED PROPERTIES
SCHEDULE 7.4
INVESTMENTS
SCHEDULE 7.6
PERMITTED LOANS AND ADVANCES
iii
LOAN AGREEMENT
THIS LOAN AGREEMENT (this "Agreement") is made as of May 4, 2004 by and among:
(i) Opinion Research Corporation, a Delaware corporation, ORC, Inc., a Delaware
corporation, Macro International Inc., a Delaware corporation, ORC ProTel, Inc.,
a Delaware corporation, Social and Health Services, Ltd., a Maryland
corporation, ORC Holdings, Ltd., an English company, O.R.C. International Ltd.,
an English company and each other Person hereafter joining this Agreement as a
"Borrower" (individually, a "Borrower" and collectively, the "Borrowers"), (ii)
Allied Capital Corporation, a Maryland corporation ("Allied Capital").
RECITALS:
A. The Borrowers have requested that Allied Capital invest in the Borrowers the
aggregate sum of Ten Million Dollars ($10,000,000) in exchange for the Notes.
Allied Capital is willing to make such investment in the Borrowers on the terms
and conditions set forth herein.
B. The parties wish to set forth herein their understandings and agreements
pertaining to this transaction.
NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual
covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Allied Capital and its
successors and assigns with respect to their interest in all or any part of any
of the Notes (as hereinafter defined)