Marketing Release
55
19.19
Credit Inquiries
55
19.20
Closing
55
9
LOAN AND SECURITY AGREEMENT
THIS LOAN AND SECURITY AGREEMENT (the "Agreement") is made effective the 16th
day of March, 2006 by and among INFO LOGIX INC., a Delaware corporation
("Infologix"), OPT ACQUISITION LLC, a Pennsylvania limited liability company
("Optasia"), EMBEDDED TECHNOLOGIES, LLC, a Delaware limited liability company
("Embedded") and SOVEREIGN BANK ("Bank").
Infologix, Optasia and Embedded are
referred to herein jointly, severally and collectively as "Borrowers" and each
as a "Borrower".
BACKGROUND
A.
BORROWERS HAVE REQUESTED THAT BANK EXTEND
CERTAIN CREDIT FACILITIES TO BORROWERS, WHICH BANK IS WILLING TO DO ON THE TERMS
SET FORTH HEREIN.
B.
CAPITALIZED TERMS USED HEREIN WILL HAVE
THE MEANINGS SET FORTH THEREFOR IN SECTION 1 OF THIS AGREEMENT.
NOW, THEREFORE, in consideration of the terms and conditions contained herein,
and of any extensions of credit now or hereafter made to or for the benefit of
Borrowers by Bank, the parties hereto, intending to be legally bound hereby,
agree as follows:
1.
DEFINITIONS.
1.1
Defined Terms.
The following words and
phrases as used in capitalized form in this Agreement, whether in the singular
or plural, shall have the meanings indicated:
(A)
"ADJUSTED EBITDA" MEANS FOR ANY PERIOD,
EBITDA FOR SUCH PERIOD, MINUS TAXES PAID OR DUE BY BORROWERS DURING SUCH PERIOD,
MINUS UNFINANCED CAPITAL EXPENDITURES OF BORROWERS FOR SUCH PERIOD, MINUS
DIVIDENDS AND DISTRIBUTIONS PERMITTED UNDER SECTION 7.19 AND PAID BY BORROWERS
DURING SUCH PERIOD, ALL AS DETERMINED IN ACCORDANCE WITH GAAP ON A CONSOLIDATED
BASIS.
(B)
"ADVANCE" MEANS ANY LOAN OR EXTENSION OF
CREDIT BY BANK TO ANY BORROWER INCLUDING, WITHOUT LIMITATION, LINE ADVANCES, THE
TERM LOAN AND THE UNDRAWN FACE AMOUNT OF ANY LETTER OF CREDIT ISSUED BY BANK OR
ANY AFFILIATE OF BANK FOR THE ACCOUNT OF ANY BORROWER.
(C)
"AFFILIATE", AS TO ANY PERSON, MEANS (I)
EACH OTHER PERSON THAT DIRECTLY OR INDIRECTLY THROUGH ONE OR MORE
INTERMEDIARIES, CONTROLS, OR IS CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH,
THE PERSON IN QUESTION AND (II) ANY PERSON WHO IS AN OFFICER, DIRECTOR, MEMBER,
MANAGER OR PARTNER OF (A) SUCH PERSON, (B) ANY SUBSIDIARY OF SUCH PERSON, OR (C)
ANY PERSON DESCRIBED IN THE PRECEDING CLAUSE (I).
(D)
"BANK" SHALL HAVE THE MEANING GIVEN SUCH
TERM IN THE INTRODUCTORY PARAGRAPH OF THIS AGREEMENT AND SHALL INCLUDE ALL
PERMITTED SUCCESSORS AND ASSIGNS OF SUCH PERSON.
(E)
"BANK INDEBTEDNESS" SHALL MEAN ALL
OBLIGATIONS AND INDEBTEDNESS OF EACH BORROWER TO BANK OR ANY AFFILIATE OF BANK,
WHETHER NOW OR HEREAFTER OWING OR EXISTING, INCLUDING, WITHOUT LIMITATION, ALL
OBLIGATIONS UNDER THE LOAN DOCUMENTS, ALL OBLIGATIONS TO REIMBURSE
BANK OR ANY AFFILIATE OF BANK FOR PAYMENTS MADE BY BANK OR ANY SUCH AFFILIATE
PURSUANT TO ANY LETTER OF CREDIT ISSUED FOR THE ACCOUNT OR BENEFIT OF ANY
BORROWER BY BANK OR ANY AFFILIATE OF BANK, ALL OBLIGATIONS TO BANK OR ANY
AFFILIATE OF BANK UNDER ANY HEDGING AGREEMENTS, ALL OTHER OBLIGATIONS OR
UNDERTAKINGS NOW OR HEREAFTER MADE BY OR FOR THE BENEFIT OF ANY