ASSUMPTION, ADOPTION AND CONSENT AGREEMENT
THIS
ASSUMPTION, ADOPTION AND CONSENT AGREEMENT (this “Agreement”) is entered into as
of March 1, 2007 by and among CONVERSION SERVICES INTERNATIONAL, INC., a
Delaware corporation (“CSI”), CSI SUB CORP. (DE), a Delaware corporation (“CSI
Sub”), ▇▇▇▇▇▇▇ ASSOCIATES, INC.., a Delaware corporation (“▇▇▇▇▇▇▇”) and LAURUS
MASTER FUND, LTD. (“Laurus”).
BACKGROUND
CSI,
CSI
Sub, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Associates, Inc. (“▇▇▇▇▇▇▇▇”), Integrated Strategies,
Inc. (“Integrated”), CSI Sub Corp. II (“CSI Sub II” and, together with CSI, CSI
Sub, DeLeeuw, McKnight, Integrated and CSI Sub Corp II, each a “Company” and
collectively, the “Companies”) and Laurus are parties to a Security Agreement
dated as of February 1, 2006 (as amended, restated, supplemented or otherwise
modified from time to time, the “Security Agreement”) pursuant to which Laurus
provides the Companies with certain financial accommodations.
▇▇▇▇▇▇▇▇
has been merged as of December 29, 2006 with and into CSI Sub with CSI Sub
as
the surviving corporation (the “▇▇▇▇▇▇▇▇ Merger”) and Integrated has been merged
as of December 29, 2006 with and into ▇▇▇▇▇▇▇ with ▇▇▇▇▇▇▇ as the surviving
corporation (the “Integrated Merger” and together with the ▇▇▇▇▇▇▇▇ Merger, the
“Mergers”).
NOW,
THEREFORE, in consideration of any loan or advance or grant of credit heretofore
or hereafter made to or for the account of ▇▇▇▇▇▇▇▇, Integrated, CSI Sub and/or
▇▇▇▇▇▇▇ by Laurus, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:
1. Definitions.
All capitalized terms not otherwise defined herein shall have the meanings
given
to them in the Security Agreement.
2. Assumption
and Adoption. CSI Sub hereby confirms that, upon completion of the ▇▇▇▇▇▇▇▇
Merger, it will have fully assumed the obligations to pay, discharge, satisfy,
and perform all Obligations of ▇▇▇▇▇▇▇▇ under the Security Agreement and all
obligations, indebtedness and liabilities of ▇▇▇▇▇▇▇▇ to Laurus under the
Ancillary Agreements. CSI Sub hereby adopts all of the provisions, terms and
conditions contained in the Security Agreement and the Ancillary Agreements.
All
references in the Security Agreement and the Ancillary Agreements to ▇▇▇▇▇▇▇▇
shall be deemed to mean to include CSI Sub. ▇▇▇▇▇▇▇ hereby confirms that, upon
completion of the Integrated Merger, it will have fully assumed the obligations
to pay, discharge, satisfy, and perform all Obligations of Integrated under
the
Security Agreement and all obligations, indebtedness and liabilities of
Integrated to Laurus under the Ancillary Agreements. ▇▇▇▇▇▇▇ hereby adopts
all
of the provisions, terms and conditions contained in the Security Agreement
and
the Ancillary Agreements. All references in the Security Agreement and the
Ancillary Agreements to Integrated shall be deemed to mean to include ▇▇▇▇▇▇▇.
From and after the Effective Date, the Security Agreement and the Ancillary
Agreements shall, where the context and circumstances so require, refer to
the
Security Agreement and the Ancillary Agreements as amended, supplemented,
restated or otherwise modified herein. Without limiting the generality of the
foregoing, in order to secure the prompt payment and performance of the
Obligations, each of CSI, CSI Sub and ▇▇▇▇▇▇▇ hereby (a) acknowledges, agrees
and confirms that Laurus shall continue to have a security interest in the
Collateral heretofore granted to Laurus under the Security Agreement and the
Ancillary Agreements and (b) reaffirms its pledge, assignment, hypothecation,
transfer and grant of a security interest to Laurus in all of the
Collateral.
3. Consent.
Laurus hereby consents to the Mergers upon the terms and conditions set forth
in
this Agreement.
4. Conditions
Precedent. This Agreement shall become effective as of December 29, 2006
(the “Effective Date”) on the Business Day on which Laurus shall have received
this Agreement duly executed by CSI, CSI Sub and ▇▇▇▇▇▇▇.
5. Representations,
Warranties and Covenants. Except as expressly provided herein, all of the
representations, warranties, terms, covenants and conditions contained in the
Security Agreement and the Ancillary Agreements shall remain unamended and
shall
continue to be and shall remain in full force and effect in accordance with
their respective terms. The consent set forth herein shall be limited precisely
as provided for herein and shall not be deemed a waiver or modification of,
or
an amendment to, any other term or provision of the Security Agreement and
the
Ancillary Agreements.
6. Effect
on the Security Agreement.
(a) Upon
the
effectiveness of this Agreement, each reference in the Security Agreement to
“this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall
mean and be a reference to the Security Agreement as amended
hereby.
(b) Except
as
expressly amended herein, the Security Agreement and all Ancillary Agreements
shall remain in full force and effect, and are hereby ratified and
confirmed.
(c) The
execution, delivery and effectiveness of this Agreement shall not operate as
a
waiver of any right, power or remedy of Laurus, nor constitute a waiver of
any
provision of the Security Agreement, any Ancillary Agreement or any other
documents, instruments or agreements executed and/or delivered under or in
connection therewith.
7. Governing
Law. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns and shall be governed
by and construed in accordance with the laws of the State of New
York.
1
8. Headings.
Section headings in this Agreement are included herein for convenience of
reference only and shall not constitute a part of this Agreement for any other
purpose.
9. Counterparts;
Facsimile. This Agreement may be executed by the parties hereto in one or
more counterparts, each of which shall be deemed an original and all of which
when taken together shall constitute one and the same agreement. Any signature
delivered by a party by facsimile transmission shall be deemed to be an original
signature hereto.
2
IN
WITNESS WHEREOF, this Agreement has been duly executed as of the day and year
first written above.
| CONVERSION SERVICES INTERNATIONAL, INC. | ||
| |
|
|
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
|
Name:
▇▇▇▇▇ ▇▇▇▇▇▇
Title:
President and CEO
|
||
| CSI SUB CORP. (DE) | ||
| |
|
|
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
|
Name:
▇▇▇▇▇ ▇▇▇▇▇▇
Title:
President and CEO
|
||
| ▇▇▇▇▇▇▇ ASSOCIATES, INC. | ||
| |
|
|
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
|
Name:
▇▇▇▇▇ ▇▇▇▇▇▇
Title:
President and CEO
|
||
| LAURUS MASTER FUND, LTD. | ||
| |
|
|
| By: | /s/ ▇▇▇▇▇ Grin | |
|
Name:
▇▇▇▇▇ Grin
Title:
Director
|
||