PROVISIONS; CAPTIONS; ATTACHMENTS
90
SECTION 11.13
INVESTMENT PURPOSE
90
SECTION 11.14
ENTIRE AGREEMENT
90
vii
SECTION 11.15
GOVERNING LAW; SUBMISSION TO JURISDICTION
91
SECTION 11.16
LEGAL REPRESENTATION OF PARTIES
91
SECTION 11.17
SURVIVAL OF REPRESENTATIONS
91
SECTION 11.18
SURVIVAL OF INDEMNITIES
91
SECTION 11.19
PRESS RELEASES AND RELATED MATTERS
91
SECTION 11.20
JOINT AND SEVERABILITY; BORROWING AGENCY
92
SECTION 11.21
EXCLUDED SWAP OBLIGATIONS; KEEPWELL
94
SECTION 11.22
ACKNOWLEDGMENT AND CONSENT TO BAIL-IN OF EEA FINANCIAL INSTITUTIONS
95
SECTION 11.23
JURY TRIAL WAIVER
95
ARTICLE XII. GUARANTY
95
SECTION 12.1
GUARANTY
95
SECTION 12.2
GUARANTORS' OBLIGATIONS UNCONDITIONAL
96
SECTION 12.3
SUBORDINATION
98
SECTION 12.4
WAIVER OF SUBROGATION
100
SECTION 12.5
FRAUDULENT TRANSFER LIMITATION
100
SECTION 12.6
CONTRIBUTION AMONG GUARANTORS
100
SECTION 12.7
FUTURE GUARANTORS
101
SECTION 12.8
JOINT AND SEVERAL OBLIGATION
101
SECTION 12.9
NO WAIVER
101
EXHIBIT A
REVOLVING CREDIT NOTE
A-1
EXHIBIT B
NOTICE OF LOAN
B-1
EXHIBIT C
COMPLIANCE CERTIFICATE
C-1
EXHIBIT D
ASSIGNMENT AND ASSUMPTION
D-1
EXHIBIT E
BORROWING BASE CERTIFICATE
E-1
viii
Execution Version
CREDIT AND SECURITY AGREEMENT
This CREDIT AND SECURITY AGREEMENT (as the same may from time to time be
amended, restated, supplemented or otherwise modified, this "Agreement") is made
effective as of the 31st day of May, 2017, among ULTRALIFE CORPORATION, a
Delaware corporation ("Ultralife"), each other Person which may be added as a
"Borrower" hereto, subsequent to the date hereof (collectively, together with
Ultralife, the "Borrowers", and each individually, a "Borrower"), certain Credit
Parties (as hereinafter defined) which from time to time become party hereto,
the lending institutions from time to time party hereto (collectively,
"Lenders", and individually, "Lender"), and KEYBANK NATIONAL ASSOCIATION
("KeyBank", and in its capacity as agent for the Lenders under this Agreement,
"Agent").
WITNESSETH:
WHEREAS, Borrowers, the other Credit Parties and the Lenders desire to contract
for the establishment of credits in the aggregate principal amounts hereinafter
set forth, to be made available to Borrowers upon the terms and subject to the
conditions hereinafter set forth;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE I.
DEFINITIONS AND GENERAL TERMS
SECTION 1.1
DEFINITIONS. As used in this Agreement, the following terms
shall have the following meanings:
"Acquisition" shall mean any transaction or series of related transactions for
the purpose of or resulting, directly or indirectly, in (a) the acquisition of
all or substantially all of the assets of any Person, or any business (as
defined in SEC Regulation S-X Section 11.01(d)) of any Person, (b) the
acquisition of in excess of 50% of the Capital Stock of any Person, or (c) the
acquisition of another Person (other than a Credit Party) by a merger or
consolidation or any other combination with such Person.
"Additional Commitment" shall have the meaning given to such term in Section
2.5(b) hereof.
"Additional Lender" shall mean an Eligible Assignee that shall become a Lender
during the Commitment Increase Period pursuant to Section 2.5(b) hereof.
"Additional Lender Assumption Agreement" shall mean an additional lender
assumption agreement, in form and substance satisfactory to