SECURITY AGREEMENT
THIS SECURITY AGREEMENT (this "Agreement") is made as of this 3rd day
of February, 2000, by and between STV GROUP, INCORPORATED and STV INCORPORATED
and its SUBSIDIARIES listed on the attached Schedule A (individually and
collectively, the "Grantor"), with an address at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and PNC BANK, NATIONAL ASSOCIATION (the
"Bank"), with an address at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇.
Under the terms hereof, the Bank desires to obtain and the Grantor
desires to grant the Bank security for all of the Obligations (as hereinafter
defined).
NOW, THEREFORE, the Grantor and the Bank, intending to be legally
bound, hereby agree as follows:
1. Definitions.
(a) "Collateral" shall include all personal property of the
Grantor, including the following, all whether now owned or hereafter acquired or
arising and wherever located: (i) accounts, accounts receivable, contract
rights, chattel paper, notes receivable, securities entitlements, securities
accounts, investment property, depository accounts, instruments and documents
(including warehouse receipts); (ii) goods of every nature, including inventory,
stock-in- trade, raw materials, work in process, items held for sale or lease or
furnished or to be furnished under contracts of sale or lease, goods that are
returned, reclaimed or repossessed, together with materials used or consumed in
the Grantor's business; (iii) equipment, including machinery, vehicles,
furniture and fixtures; (iv) general intangibles, of every kind and description,
including all existing and future customer lists, choses in action, claims
(including claims for indemnification or breach of warranty), books, records,
patents and patent applications, copyrights, trademarks, tradenames,
tradestyles, trademark applications, goodwill, blueprints, drawings, designs and
plans, trade secrets, contracts, licenses, license agreements, formulae, tax and
any other types of refunds, returned and unearned insurance premiums, rights and
claims under insurance policies, and computer information, software, source
codes, object codes, records and data; (v) all property of the Grantor now or
hereafter in the Bank's possession or in transit to or from, under the custody
or control of or on deposit with, the Bank or any affiliate thereof, including
deposit and other accounts; (vi) all cash and cash equivalents; and (vii) all
cash and non-cash proceeds (including insurance proceeds) of all of the
foregoing property, all products thereof and all additions and accessions
thereto, substitutions therefor and replacements thereof. The Collateral shall
also include any and all other tangible or intangible property that is described
as being part of the Collateral pursuant to one or more Riders to Security
Agreement that may be attached hereto or delivered in connection herewith,
including the Rider to Security Agreement - Copyrights, the Rider to Security
Agreement - Patents, the Rider to Security Agreement - Trademarks and the Rider
to Security Agreement - Cash Collateral Account.
(b) "Loan Documents" means this Agreement, that certain Letter
Agreement dated February 3, 2000, that certain Reimbursement Agreement for
Standby Letter(s) of Credit dated February 3, 2000, and any and all notes
evidencing the Obligations, as any of them may be amended, modified or restated
after the date hereof. Any capitalized terms used herein, unless otherwise
defined herein shall have the meanings given them in the Loan Documents.
(c) "Obligations" shall include all loans, advances, debts,
liabilities, obligations, covenants and duties owing from the Grantor to the
Bank or to any other direct or indirect subsidiary of PNC Bank Corp., of any
kind or nature, present or future (including any interest accruing thereon after
maturity, or after the filing of any petition in bankruptcy, or the commencement
of any insolvency, reorganization or like proceeding relating to the Grantor,
whether or not a claim for post-filing or post-petition interest is allowed in
such proceeding), whether or not evidenced by any note, guaranty or other
instrument, whether arising under any agreement, instrument or document, whether
or not for the payment of money, whether arising by reason of an extension of
credit, opening of a letter of credit, loan, equipment lease or guarantee, under
any interest or currency swap, future, option or other interest rate protection
or similar agreement, or in any other manner, whether arising out of overdrafts
on deposit or other accounts or electronic funds transfers (whether through
automated clearing houses or otherwise) or out of the Bank's non-receipt of or
inability to collect funds or otherwise not being made whole in connection with
depository transfer check or other similar arrangements, whether direct or
indirect (including those acquired by assignment or participation), absolute or
contingent, joint or several, due or to become due, now existing or hereafter
arising, and any amendments, extensions, renewals or increases and all costs and
expenses of the Bank incurred in the documentation, negotiation, modification,
enforcement, collection or otherwise in connection with any of the foregoing,
including reasonable attorneys' fees and expenses.
(d) "UCC" means the Uniform Commercial Code, as adopted and
enacted and as in effect from time to time in the State whose law governs
pursuant to the Section of this Agreement entitled "Governing Law and
Jurisdiction." Terms used herein which are defined in the UCC and not otherwise
defined herein shall have the respective meanings ascribed to such terms in the
UCC.
2. Grant of Security Interest. To secure the Obligations, the Grantor,
as debtor, hereby assigns and grants to the Bank, as secured party, a continuing
lien on and security interest in the Collateral.
3. Change in Name or Locations. The Grantor hereby agrees that if the
location of the Collateral changes from the locations listed on Exhibit "A"
hereto and made part hereof, or if the Grantor changes its name or form or
jurisdiction of organization, or establishes a name in which it may do business
that is not listed as a tradename on Exhibit "A" hereto, the Grantor will
immediately notify the Bank in writing of the additions or changes. The
Grantor's chief executive office, form of organization and jurisdiction of
organization are also shown on Exhibit "A" hereto.
-2-
4. Representations and Warranties. The Grantor represents, warrants and
covenants to the Bank that: (a) the Grantor has good, marketable and
indefeasible title to the Collateral, has not made any prior sale, pledge,
encumbrance, assignment or other disposition of any of the Collateral, and the
Collateral is free from all encumbrances and rights of setoff of any kind except
the lien in favor of the Bank created by this Agreement and except any account
debtor's right to withhold a percentage of its payment as a retainage in the
ordinary course of business pursuant to the agreement giving rise to such
account ("Retainages"); (b) except as herein provided, the Grantor will not
hereafter without the Bank's prior written consent sell, pledge, encumber,
assign or otherwise dispose of any of the Collateral or permit any right of
setoff (other than Retainages), lien or security interest to exist thereon
except to the Bank; (c) the Grantor will defend the Collateral against all
claims and demands of all persons at any time claiming the same or any interest
therein; (d) each account and general intangible, if included in the definition
of Collateral, is genuine and enforceable in accordance with its terms and the
Grantor will defend the same against all claims, demands, setoffs (other than
valid Retainages) and counterclaims at any time asserted; and (e) at the time
any account or general intangible becomes subject to this Agreement, such
account or general intangible will be a good and valid account representing a
bona fide sale of goods or services by the Grantor and such goods will have been
shipped to the respective account debtors or the services will have been
performed for the respective account debtors, and no such account or general
intangible will be subject to any claim for credit, allowance or adjustment by
any account debtor or any setoff, defense or counterclaim, other than
Retainages.
5. Grantor's Covenants. The Grantor covenants that it shall:
(a) from time to time and at all reasonable times allow the
Bank, by or through any of its officers, agents, attorneys, or accountants, to
examine or inspect the Collateral, notify account debtors of the Bank's security
interest in accounts (if included in the definition of Collateral) and obtain
valuations and audits of the Collateral, at the Grantor's expense, wherever
located. The Grantor shall do, obtain, make, execute and deliver all such
additional and further acts, things, deeds, assurances and instruments as the
Bank may require to vest in and assure to the Bank its rights hereunder and in
or to the Collateral, and the proceeds thereof, including waivers from
landlords, warehousemen and mortgagees;
(b) keep the Collateral in good order and repair at all times
and immediately notify the Bank of any event causing a material loss or decline
in value of the Collateral, whether or not covered by insurance, and the amount
of such loss or depreciation;
(c) only use or permit the Collateral to be used in accordance
with all applicable federal, state, county and municipal laws and regulations;
and
(d) have and maintain insurance at all times with respect to
all Collateral against risks of fire (including so-called extended coverage),
theft, sprinkler leakage, and other risks (including risk of flood if any
Collateral is maintained at a location in a flood hazard zone) as the Bank may
require, in such form, in such amount, for such period and written by such
companies as may be satisfactory to the Bank in its sole discretion. Each such
casualty insurance policy
-3-
shall contain a standard Lender's Loss Payable Clause issued in favor of the
Bank under which all losses thereunder shall be paid to the Bank as the Bank's
interest may appear. Such policies shall expressly provide that the requisite
insurance cannot be altered or canceled without at least thirty (30) days prior
written notice to the Bank and shall insure the Bank notwithstanding the act or
neglect of the Grantor. Upon the Bank's demand, the Grantor shall furnish the
Bank with duplicate original policies of insurance or such other evidence of
insurance as the Bank may require. In the event of failure to provide insurance
as herein provided, the Bank may, at its option, obtain such insurance and the
Grantor shall pay to the Bank, on demand, the cost thereof. Proceeds of
insurance may be applied by the Bank to reduce the Obligations or to repair or
replace Collateral, all in the Bank's sole discretion.
6. Negative Pledge; No Transfer. The Grantor will not sell or offer to
sell or otherwise transfer or grant or allow the imposition of a lien or
security interest upon the Collateral (except for sales of inventory and
collections of accounts in the Grantor's ordinary course of business) or use any
portion thereof in any manner inconsistent with this Agreement or with the terms
and conditions of any policy of insurance thereon.
7. Covenants for Accounts. If accounts are included in the definition
of Collateral:
(a) The Grantor will, on the Bank's demand, make notations on
its books and records showing the Bank's security interest and make available to
the Bank shipping and delivery receipts evidencing the shipment of the goods
that gave rise to an account, completion certificates or other proof of the
satisfactory performance of services that gave rise to an account, a copy of the
invoice for each account and copies of any written contract or order from which
an account arose. The Grantor shall promptly notify the Bank if an account
becomes evidenced or secured by an instrument or chattel paper and upon the
Bank's request, will promptly deliver any such instrument or chattel paper to
the Bank, including any letter of credit delivered to the Grantor to support a
shipment of inventory by the Grantor.
(b) The Grantor will promptly advise the Bank whenever an
account debtor refuses to retain or returns any goods from the sale of which an
account arose and will comply with any instructions that the Bank may give
regarding the sale or other disposition of such returns. From time to time with
such frequency as the Bank may request, the Grantor will report to the Bank all
credits given to account debtors on all accounts.
(c) Upon request of the Bank, Grantor will immediately notify
the Bank if any account arises out of contracts with the United States or any
department, agency or instrumentality thereof, and will execute any instruments
and take any steps required by the Bank so that all monies due and to become due
under such contract shall be assigned to the Bank and notice of the assignment
given to and acknowledged by the appropriate government agency or authority
under the Federal Assignment of Claims Act.
(d) At any time after the occurrence of an Event of Default,
and without notice to the Grantor, the Bank may direct any persons who are
indebted to the Grantor on any Collateral consisting of accounts or general
intangibles to make payment directly to the Bank of the
-4-
amounts due. The Bank is authorized to give receipts to such account debtors for
any such payments and the account debtors will be protected in making such
payments to the Bank. Upon the Bank's written request, the Grantor will
establish with the Bank and maintain a lockbox account ("Lockbox") with the Bank
and a depository account(s) ("Cash Collateral Account") with the Bank subject to
the provisions of this subparagraph and such other related agreements as the
Bank may require, and the Grantor shall notify its account debtors to remit
payments directly to the Lockbox. Thereafter, funds collected in the Lockbox
shall be transferred to the Cash Collateral Account, and funds in the Cash
Collateral Account shall be applied by the Bank, daily, to reduce the
outstanding Obligations.
8. Further Assurances. At the Bank's request, the Grantor will join
with the Bank in executing one or more financing, continuation or amendment
statements pursuant to the UCC in form satisfactory to the Bank and will pay the
cost of preparing and filing the same in all jurisdictions in which such filing
is deemed by the Bank to be necessary or desirable in order to perfect, preserve
and protect its security interests. The Grantor authorizes the Bank to file
financing, continuation or amendment statements pursuant to the UCC with respect
to all or any part of the Collateral without the Grantor's signature, where
permitted by law. A carbon, photographic or other copy of this Agreement or of a
UCC financing statement may be filed as and in lieu of a UCC financing
statement. At the Bank's request, the Grantor will execute, in form satisfactory
to the Bank, a Rider to Security Agreement - Copyrights (if any Collateral
consists of registered or unregistered copyrights), a Rider to Security
Agreement - Patents (if any Collateral consists of patents or patent
applications), a Rider to Security Agreement - Trademarks (if any Collateral
consists of trademarks, tradenames, tradestyles or trademark applications). If
any Collateral consists of depository accounts not maintained with the Bank or
one of its affiliates, or any securities entitlement, securities account or
other investment property, then at the Bank's request the Grantor will execute,
and will cause the depository institution or securities intermediary upon whose
books and records the ownership interest of the Grantor in such Collateral
appears, such Pledge Agreements, Notification and Control Agreements or other
agreements as the Bank deems necessary in order to perfect and protect its
security interest in such Collateral, in each case in a form reasonably
satisfactory to the Bank.
9. Events of Default. The Grantor shall, at the Bank's option, be in
default under this Agreement upon the happening of any of the following events
or conditions (each, an "Event of Default"): (a) any Event of Default (as
defined in any of the Obligations); (b) any default under any of the Obligations
that does not have a defined set of "Events of Default" and the lapse of any
notice or cure period provided in such Obligations with respect to such default;
(c) demand by the Bank under any of the Obligations that have a demand feature;
(d) the failure by the Grantor to perform any of its obligations under this
Agreement; (e) falsity, inaccuracy or material breach by the Grantor of any
written warranty, representation or statement made or furnished to the Bank by
or on behalf of the Grantor; (f) an uninsured material loss, theft, damage, or
destruction to any of the Collateral, or the entry of any judgment against the
Grantor or any lien against or the making of any levy, seizure or attachment of
or on the Collateral; (g) the failure of the Bank to have a perfected first
priority security interest in the Collateral; or (h) any indication or evidence
received by the Bank that the Grantor may have directly or indirectly been
engaged
-5-
in any type of activity which, in the Bank's discretion, might result in the
forfeiture of any property of the Grantor to any governmental entity, federal,
state or local.
10. Remedies. Upon the occurrence of any such Event of Default and at
any time thereafter, the Bank may declare all Obligations secured hereby
immediately due and payable and shall have, in addition to any remedies provided
herein or by any applicable law or in equity, all the remedies of a secured
party under the UCC. The Bank's remedies include, but are not limited to, the
right to (a) peaceably by its own means or with judicial assistance enter the
Grantor's premises and take possession of the Collateral without prior notice to
the Grantor or the opportunity for a hearing, (b) render the Collateral
unusable, (c) dispose of the Collateral on the Grantor's premises, (d) require
the Grantor to assemble the Collateral and make it available to the Bank at a
place designated by the Bank, and (e) notify the United States Postal Service to
send the Grantor's mail to the Bank. Unless the Collateral is perishable or
threatens to decline speedily in value or is of a type customarily sold on a
recognized market, the Bank will give the Grantor reasonable notice of the time
and place of any public sale thereof or of the time after which any private sale
or any other intended disposition thereof is to be made. The requirements of
commercially reasonable notice shall be met if such notice is sent to the
Grantor at least ten (10) days before the time of the intended sale or
disposition. Expenses of retaking, holding, preparing for sale, selling or the
like shall include the Bank's reasonable attorney's fees and legal expenses,
incurred or expended by the Bank to enforce any payment due it under this
Agreement either as against the Grantor, or in the prosecution or defense of any
action, or concerning any matter growing out of or connection with the subject
matter of this Agreement and the Collateral pledged hereunder. The Grantor
waives all relief from all appraisement or exemption laws now in force or
hereafter enacted.
11. Power of Attorney. The Grantor does hereby make, constitute and
appoint any officer or agent of the Bank as the Grantor's true and lawful
attorney-in-fact, with power to (a) endorse the name of the Grantor or any of
the Grantor's officers or agents upon any notes, checks, drafts, money orders,
or other instruments of payment or Collateral that may come into the Bank's
possession in full or part payment of any Obligations; (b) so long as any Event
of Default has occurred and is continuing, ▇▇▇ for, compromise, settle and
release all claims and disputes with respect to, the Collateral; and (c) sign,
for the Grantor, financing, continuation or amendment statements pursuant to the
UCC, or supplemental intellectual property security agreements; granting to the
Grantor's said attorney full power to do any and all things necessary to be done
in and about the premises as fully and effectually as the Grantor might or could
do. The Grantor hereby ratifies all that said attorney shall lawfully do or
cause to be done by virtue hereof. This power of attorney is coupled with an
interest, and is irrevocable.
12. Payment of Expenses. At its option, with notice to the Grantor, the
Bank may discharge taxes, liens, security interests or such other encumbrances
as may attach to the Collateral, may pay for required insurance on the
Collateral and may pay for the maintenance, appraisal or reappraisal, and
preservation of the Collateral, as determined by the Bank to be necessary. The
Grantor will reimburse the Bank on demand for any payment so made or any expense
incurred by the Bank pursuant to the foregoing authorization, and the Collateral
also will secure any advances or payments so made or expenses so incurred by the
Bank.
-6-
13. Notices. All notices, demands, requests, consents, approvals and
other communications required or permitted hereunder must be in writing and will
be effective upon receipt. Such notices and other communications may be hand
delivered, sent by facsimile transmission with confirmation of delivery and a
copy sent by first-class mail, or sent by nationally recognized overnight
courier service, to a party's address set forth above or to such other address
as any party may give to the other in writing for such purpose.
14. Preservation of Rights. No delay or omission on the Bank's part to
exercise any right or power arising hereunder will impair any such right or
power or be considered a waiver of any such right or power, nor will the Bank's
action or inaction impair any such right or power. The Bank's rights and
remedies hereunder are cumulative and not exclusive of any other rights or
remedies which the Bank may have under other agreements, at law or in equity.
15. Illegality. In case any one or more of the provisions contained in
this Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.
16. Changes in Writing. No modification, amendment or waiver of any
provision of this Agreement nor consent to any departure by the Grantor
therefrom will be effective unless made in a writing signed by the Bank, and
then such waiver or consent shall be effective only in the specific instance and
for the purpose for which given. No notice to or demand on the Grantor in any
case will entitle the Grantor to any other or further notice or demand in the
same, similar or other circumstance.
17. Entire Agreement. This Agreement (including the documents and
instruments referred to herein) constitutes the entire agreement and supersedes
all other prior agreements and understandings, both written and oral, between
the parties with respect to the subject matter hereof.
18. Counterparts. This Agreement may be signed in any number of
counterpart copies and by the parties hereto on separate counterparts, but all
such copies shall constitute one and the same instrument. Delivery of an
executed counterpart of signature page to this Agreement by facsimile
transmission shall be effective as delivery of a manually executed counterpart.
Any party so executing this Agreement by facsimile transmission shall promptly
deliver a manually executed counterpart, provided that any failure to do so
shall not affect the validity of the counterpart executed by facsimile
transmission.
19. Successors and Assigns. This Agreement will be binding upon and
inure to the benefit of the Grantor and the Bank and their respective successors
and assigns; provided, however, that the Grantor may not assign this Agreement
in whole or in part without the Bank's prior written consent and the Bank at any
time may assign this Agreement in whole or in part.
-7-
20. Interpretation. In this Agreement, unless the Bank and the Grantor
otherwise agree in writing, the singular includes the plural and the plural the
singular; words importing any gender include the other genders; references to
statutes are to be construed as including all statutory provisions
consolidating, amending or replacing the statute referred to; the word "or"
shall be deemed to include "and/or", the words "including", "includes" and
"include" shall be deemed to be followed by the words "without limitation";
references to articles, sections (or subdivisions of sections) or exhibits are
to those of this Agreement unless otherwise indicated. Section headings in this
Agreement are included for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose. If this Agreement is
executed by more than one Grantor, the obligations of such persons or entities
will be joint and several.
21. Indemnity. The Grantor agrees to indemnify each of the Bank, its
directors, officers and employees and each legal entity, if any, who controls
the Bank (the "Indemnified Parties") and to hold each Indemnified Party harmless
from and against any and all claims, damages, losses, liabilities and expenses
(including all fees and charges of internal or external counsel with whom any
Indemnified Party may consult and all expenses of litigation or preparation
therefor) which any Indemnified Party may incur or which may be asserted against
any Indemnified Party as a result of the execution of or performance under this
Agreement; provided, however, that the foregoing indemnity agreement shall not
apply to claims, damages, losses, liabilities and expenses solely attributable
to an Indemnified Party's gross negligence or willful misconduct. The indemnity
agreement contained in this Section shall survive the termination of this
Agreement. The Grantor may participate at its expense in the defense of any such
claim.
22. Governing Law and Jurisdiction. This Agreement has been delivered
to and accepted by the Bank and will be deemed to be made in the Commonwealth of
Pennsylvania. THIS AGREEMENT WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES
OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH
OF PENNSYLVANIA, EXCEPT THAT THE LAWS OF THE STATE WHERE ANY COLLATERAL IS
LOCATED (IF DIFFERENT FROM THE COMMONWEALTH OF PENNSYLVANIA) SHALL GOVERN THE
CREATION, PERFECTION AND FORECLOSURE OF THE LIENS CREATED HEREUNDER ON SUCH
PROPERTY OR ANY INTEREST THEREIN. The Grantor hereby irrevocably consents to the
exclusive jurisdiction of any state or federal court in the county or judicial
district where the Bank's office indicated above is located; provided that
nothing contained in this Agreement will prevent the Bank from bringing any
action, enforcing any award or judgment or exercising any rights against the
Grantor individually, against any security or against any property of the
Grantor within any other county, state or other foreign or domestic
jurisdiction. The Bank and the Grantor agree that the venue provided above is
the most convenient forum for both the Bank and the Grantor. The Grantor waives
any objection to venue and any objection based on a more convenient forum in any
action instituted under this Agreement.
23. WAIVER OF JURY TRIAL. EACH OF THE GRANTOR AND THE BANK IRREVOCABLY
WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS AGREEMENT, ANY DOCUMENTS
EXECUTED IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED IN
ANY OF SUCH
-8-
DOCUMENTS. THE GRANTOR AND THE BANK ACKNOWLEDGE THAT THE FOREGOING WAIVER IS
KNOWING AND VOLUNTARY.
24. Additional Provisions. The following shall be excluded from the
definition of Collateral: N/A.
The following additional provisions are made a part of this Security Agreement:
None.
WITNESS the due execution hereof as a document under seal, as of the date first
written above.
BORROWER:
WITNESS/ATTEST: STV GROUP, INCORPORATED
/s/ ▇▇▇▇ ▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ (SEAL)
Print Name: ▇▇▇▇ ▇▇ ▇▇▇▇ Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Admin. Asst. Title: CFO
WITNESS/ATTEST: STV INCORPORATED
/s/ ▇▇▇▇ ▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ (SEAL)
Print Name: ▇▇▇▇ ▇▇ ▇▇▇▇ Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Admin. Asst. Title: CFO
WITNESS/ATTEST: STV CONSTRUCTION SERVICES, INC.
/s/ ▇▇▇▇ ▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ (SEAL)
Print Name: ▇▇▇▇ ▇▇ ▇▇▇▇ Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Admin. Asst. Title: CFO
WITNESS/ATTEST: STV INTERNATIONAL, INC.
/s/ ▇▇▇▇ ▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ (SEAL)
Print Name: ▇▇▇▇ ▇▇ ▇▇▇▇ Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Admin. Asst. Title: CFO
[SIGNATURES ARE CONTINUED ON THE FOLLOWING PAGE]
-9-
WITNESS/ATTEST: STV/ENVIRONMENTAL, INC.
/s/ ▇▇▇▇ ▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ (SEAL)
Print Name: ▇▇▇▇ ▇▇ ▇▇▇▇ Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Admin. Asst. Title: CFO
WITNESS/ATTEST: STV SURVEYING, INC.
/s/ ▇▇▇▇ ▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ (SEAL)
Print Name: ▇▇▇▇ ▇▇ ▇▇▇▇ Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Admin. Asst. Title: CFO
WITNESS/ATTEST: STV CONSTRUCTION, INC.
/s/ ▇▇▇▇ ▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ (SEAL)
Print Name: ▇▇▇▇ ▇▇ ▇▇▇▇ Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Admin. Asst. Title: CFO
WITNESS/ATTEST: STV ARCHITECTS, INC.
/s/ ▇▇▇▇ ▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ (SEAL)
Print Name: ▇▇▇▇ ▇▇ ▇▇▇▇ Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Admin. Asst. Title: Secretary
WITNESS/ATTEST: STV SILVER & ▇▇▇▇▇▇▇ ARCHITECTS,
P.C.
/s/ ▇▇▇▇ ▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ (SEAL)
Print Name: ▇▇▇▇ ▇▇ ▇▇▇▇ Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Admin. Asst. Title: Secretary
WITNESS/ATTEST: STV ARCHITECTS, P.C.
/s/ ▇▇▇▇ ▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ (SEAL)
Print Name: ▇▇▇▇ ▇▇ ▇▇▇▇ Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Admin. Asst. Title: President
-10-
SCHEDULE A
STV Construction Services, Inc.
STV International, Inc.
STV/Environmental, Inc.
STV Surveying, Inc.
STV Construction, Inc.
STV Architects, Inc.
STV Silver & ▇▇▇▇▇▇▇ Architects, P.C.
STV Architects, P.C.
-11-
EXHIBIT "A"
TO SECURITY AGREEMENT
Grantor's form of organization and jurisdiction of organization, if not a
natural person:
STV Group, Incorporated, a Pennsylvania corporation
STV Incorporated, a New York corporation
STV Construction Services, Inc., a Pennsylvania corporation
STV International, Inc., a Pennsylvania corporation
STV/Environmental, Inc., a Pennsylvania corporation
STV Surveying, Inc., a Delaware corporation
STV Construction, Inc., a Pennsylvania corporation
STV Architects, Inc., a Pennsylvania corporation
STV/Silver & ▇▇▇▇▇▇▇ Architects, P.C., a New York professional corporation
STV Architects, P.C., a New York professional corporation
Address of Grantor's chief executive office, including the County:
All Grantors: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Berks County
Address of books and records, if different:
Same.
Addresses of other Collateral locations, including Counties and name and address
of landlord or owner if location is not owned by the Grantor:
STV Group
---------
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
STV Incorporated
----------------
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-12-
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇'▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
One Main Place, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇
-13-