AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 4.09
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT NO.1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is entered into as of February 24, 2014, by and among NAPCO SECURITY TECHNOLOGIES, INC., a Delaware
corporation ("Borrower"), the Guarantors signatory hereto (together with Borrower, each a "Loan Parry" and collectively, "Loan Parties"), the financial institution(s) listed on the signature pages hereof (each a
"Lender" and collectively, "Lenders") and HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the "Agent").
Loan Parties, Agent and Lenders are parties to a Third Amended and Restated Credit Agreement dated as of June 29, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the βCredit Agreement") pursuant to which Agent and Lenders provide Borrower with certain financial accommodations.
WHEREAS, Loan Parties have requested that Agent and the Lenders amend certain provisions of the Credit Agreement as hereinafter set forth , and Agent and Lenders are willing to do so on the terms and conditions hereafter set forth;
1. Definitions. All capitalized terms not otherwise defined herein shall have the meanings given to them in the Credit Agreement.
2. Amendment. Subject to the satisfaction of the conditions precedent set forth in Section 3 below, the Loan Agreement is hereby amended as follows:
(a) Section 1.1 of the Loan Agreement is hereby amended by inserting the following defined terms in their appropriate alphabetical order:
"Amendment No. 1" means Amendment No. 1 to Third Amended and Restated Credit Agreement dated as of February 24, 2014, by and among Loan Parties, Agent and Lenders.
"Amendment No. 1 Effective Date" shall have the meaning assigned to such term in Amendment No. 1.
"Average Availability Test": the daily average Available Revolving Credit Commitment for all Lenders is not less than $5,500,000 for at least six calendar months in the applicable calendar year.
"Margined Inventory Test": as of the end of each fiscal quarter of the Borrower in the applicable calendar year, the portion of Aggregate Revolving Credit Outstanding for all Revolving Lenders made pursuant to clause (ii) of the definition of "Borrowing Base" (calculated assuming the Aggregate Revolving Credit Outstanding is made pursuant to clause (i) of the definition of "Borrowing Base" before clause (i) of the definition of "Borrowing Base") is not more than twenty-five percent (25%) of the total Borrowing Base.
(b) Section 1.1 of the Loa n Agreement is hereby amended by (i) deleting the text "the Closing Date" appearing in the definition of "Applicable Margin" and inserting the text "January 1, 2014" in lieu thereof and (ii) amending and restating the tables appearing in the definition of "Applicable Margin" in their entirety as follows:
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Type of Loan
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Applicable
Margin for Prime
Loans
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Applicable
Margin for
Eurodollar
Loans
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Commitment
Fee
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Revolving Credit Loans
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0.25%
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1.50%
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0.25%
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Term A Loans
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0.25%
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1.50%
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N/A
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Term B Loans
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0.25%
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1.50%
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N/A
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Leverage Ratio
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Applicable Margin
for Prime Loans
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Applicable Margin
for Eurodollar
Loans
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Commitment
Fee
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Greater than or equal to 4.00 to 1.00
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0.25%
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2.75%
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0.25%
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Less than 4.00 to 1.00 but greater than or equal to 3.00 to 1.00
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0.25%
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2.125%
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0.25%
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Less than 3.00 to 1.00 but greater than or equal to 2.00 to 1.00
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0.25%
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1.75%
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0.25%
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Less than 2.00 to 1.00
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0.25%
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1.50%
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0.25%
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(c) Section 7.6 of the Loan Agreement is amended by amending and restating the last sentence thereof in its entirety as follows:
"Notwithstanding the foregoing, Borrower will not have to pay for more than one (1) field audit per year and, commencing July 1, 2012, one (1) inventory appraisal per year; provided, that, if the Average Availability Test and the Margined Inventory Test are satisfied in any applicable calendar year, Borrower will not have to pay for any field audits in such calendar year; provided, further, that, (x) in the case of inventory appraisals, after the occurrence and during the continuance of an Event of Default all such limitations s hall not apply and (y) in the case of field audits, after the occurrence and during the continuance an Event of Default or any event or development which could reasonably be expected to have a Material Adverse Effect, all such limitations shall not apply and Borrower will, in each case, be responsible for the costs of all field audits and appraisals conducted by the Administrative Agent. For the avoidance of doubt, it is agreed that the Borrower shall not be entitled to a refund of any amounts paid for any field audits conducted p1ior to the Amendment No. 1 Effective Date or at any time when the Average Availability Test and the Margined Inventory Test are not satisfied."
3. Conditions of Effectiveness. This Agreement shall become effective (the "Amendment No.1 Effective Date" upon satisfaction of the following conditions precedent: Agent shall have received a copy of this Agreement executed by Borrower, Guarantors, Agent and Required Lenders.
4. Representations and Warranties. Each Loan Party hereby represents and warrants as follows:
(a) This Agreement and the Loan Agreement, as amended hereby, constitute legal, valid and binding obligations of Loan Parties and are enforceable against Loan Parries in accordance with their respective terms.
(b) Upon the effectiveness of this Agreement, each Loan Party hereby reaffirms all covenants, representations and warranties made in the Loan Agreement to the extent the same are not amended hereby and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the elate hereof.
(c) No Event of Default or Default has occurred and is continuing or would exist after giving effect to this Agreement.
(a) Upon the effectiveness of this Agreement, each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import shall mean and be a reference to the Credit Agreement as modified hereby. This Agreement shall be a Loan Document for all purposes under the Credit Agreement.
(b) Except as specifically modified herein, the Credit Agreement, and all other documents, instruments and agreements executed and /or delivered in connection therewith as in effect immediately prior to the Amendment No. 1 Effective Date, 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 Agent or Lender, nor constitute a waiver of any provision of the Credit Agreement, or any other documents, instruments or agreements executed and/or delivered under or in connection therewith.
6. 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.
7. 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.
8. 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 parry by facsimile or electronic transmission shall be deemed to be an original signature hereto.
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NAPCO SECURITY TECHNOLOGIES, INC., as the Borrower
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Name: | Xxxxx X Xxxxxx | ||
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Title: | Senior V.P. | ||
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ALARM LOCK SYSTEMS, INC., as a Loan a Loan Party
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By: | /s/XXXXX X XXXXXX | ||
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Name: | Xxxxx X Xxxxxx | ||
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Title: | V.P. | ||
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CONTINENTAL INSTRUMENTS LLC, as a Loan a Loan Party
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By: | /s/XXXXX X XXXXXX | ||
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Name: | Xxxxx X Xxxxxx | ||
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Title: | Manager | ||
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MARKS USA I, LLC, as a Loan Party
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By: | /s/XXXXX X XXXXXX | ||
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Name: | Xxxxx X Xxxxxx | ||
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Title: | Manager | ||
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VIDEO ALERT, LLC, as a Loan Party
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By: | /s/XXXXX X XXXXXX | ||
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Name: | Xxxxx X Xxxxxx | ||
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Title: | Manager | ||
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HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender
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By: | /s/XXXXXXX XXXXXXXXX | ||
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Name: | Xxxxxxx Xxxxxxxxx | ||
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Title: | AVP Portfolio Manager | ||