SEVENTH AMENDMENT OF CREDIT AGREEMENT
THIS SEVENTH AMENDMENT OF CREDIT AGREEMENT (this "AMENDMENT") is
entered into, effective as of March 25, 2002, between PROTECTION ONE ALARM
MONITORING, INC., a Delaware corporation ("BORROWER"), each of the Persons which
is a signatory to this Amendment (collectively, "LENDERS"), and WESTAR
INDUSTRIES, INC., as Administrative Agent for the Lenders (in such capacity,
together with its successors in such capacity, "ADMINISTRATIVE AGENT").
R E C I T A L S
A. Borrower, Lenders and Administrative Agent entered into the
Credit Agreement dated as of December 21, 1998 (as renewed, extended, modified,
and amended from time to time, the "CREDIT AGREEMENT"; capitalized terms used
herein shall, unless otherwise indicated, have the respective meanings set forth
in the Credit Agreement), providing for a revolving credit facility in the
original maximum principal amount of $500,000,000.
B. Pursuant to a letter agreement dated as of September 30, 1999,
Borrower reduced the Total Commitment to $250,000,000.
C. The Lenders and the Administrative Agent entered into that
certain Assignment and Acceptance dated December 17, 1999 wherein the
Administrative Agent and the Lenders assigned all of their rights and
obligations under the Credit Agreement to Westar Industries, Inc. (f/k/a Westar
Capital, Inc.).
D. Borrower, Lender and Administrative Agent entered into a
Second Amendment of Credit Agreement effective as of February 29, 2000, a Third
Amendment of Credit Agreement effective as of January 2, 2001, a Fourth
Amendment of Credit Agreement effective as of March 2, 2001, a Fifth Amendment
to Credit Agreement effective as of June 30, 2001, and a Sixth Amendment of
Credit Agreement effective as of November 1, 2001, pursuant to which certain
provisions of the Credit Agreement were amended.
E. Borrower, Lender, and Administrative Agent desire to further
modify certain provisions contained in the Credit Agreement to increase the
amount of the Committed Sum (as defined herein), subject to the terms and
conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower, Lender, and
Administrative Agent agree as follows:
1. AMENDMENTS TO THE CREDIT AGREEMENT. SCHEDULE 2.1 is hereby
deleted and replaced with Schedule 2.1 attached hereto.
2. AMENDMENT OF CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS. All
references in the Loan Documents to the Credit Agreement shall henceforth
include references to the Credit Agreement as modified and amended by this
Amendment, and as
may, from time to time, be further modified, amended, restated, extended,
renewed, and/or increased.
3. RATIFICATIONS. Borrower (a) ratifies and confirms all
provisions of the Loan Documents as amended by this Amendment, (b) ratifies and
confirms that all guaranties, assurances, and Liens, if any, granted, conveyed,
or assigned to the Credit Parties under the Loan Documents are not released,
reduced, or otherwise adversely affected by this Amendment and continue to
guarantee, assure, and secure full payment and performance of the present and
future Obligation, and (c) agrees to perform such acts and duly authorize,
execute, acknowledge, deliver, file, and record such additional documents, and
certificates as the Credit Parties may reasonably request in order to create,
perfect, preserve, and protect those guaranties, assurances, and Liens.
4. REPRESENTATIONS. Borrower represents and warrants to the
Credit Parties that as of the date of this Amendment: (a) this Amendment has
been duly authorized, executed, and delivered by Borrower and each of the other
Obligors that are parties to this Amendment; (b) no action of, or filing with,
any Governmental Authority is required to authorize, or is otherwise required in
connection with, the execution, delivery, and performance by Borrower or any
other Obligor of this Amendment; (c) the Loan Documents, as amended by this
Amendment, are valid and binding upon Borrower and the other Obligors and are
enforceable against Borrower and the other Obligors in accordance with their
respective terms, except as limited by Debtor Relief Laws and general principles
of equity; (d) the execution, delivery, and performance by Borrower and the
other Obligors of this Amendment do not require the consent of any other Person
and do not and will not constitute a violation of any Governmental Requirement,
order of any Governmental Authority, or material agreements to which Borrower or
any other Obligor is a party thereto or by which Borrower or any other Obligor
is bound; (e) all representations and warranties in the Loan Documents are true
and correct in all material respects on and as of the date of this Amendment,
except to the extent that (i) any of them speak to a different specific date, or
(ii) the facts on which any of them were based have been changed by transactions
contemplated or permitted by the Credit Agreement; and (f) both before and after
giving effect to this Amendment, no Potential Default or Default exists.
5. CONDITIONS. This Amendment shall not be effective unless and
until:
(a) this Amendment has been executed by Borrower, the other
Obligors, Administrative Agent, and the Required Lenders;
(b) Borrower shall have delivered to Administrative Agent such
documents satisfactory to Administrative Agent as it may request evidencing the
authorization and execution of this Agreement, and any other documents executed
and delivered in connection herewith (collectively, the "AMENDMENT DOCUMENTS").
6. CONTINUED EFFECT. Except to the extent amended hereby or by
any documents executed in connection herewith, all terms, provisions, and
conditions of the Credit Agreement and the other Loan Documents, and all
documents executed in
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connection therewith, shall continue in full force and effect and shall remain
enforceable and binding in accordance with their respective terms.
7. MISCELLANEOUS. Unless stated otherwise (a) the singular number
includes the plural and vice versa and words of any gender include each other
gender, in each case, as appropriate, (b) headings and captions may not be
construed in interpreting provisions, (c) this Amendment shall be construed and
its performance enforced, under Texas law, (d) if any part of this Amendment is
for any reason found to be unenforceable, all other portions of it nevertheless
remain enforceable, and (e) this Amendment may be executed in any number of
counterparts with the same effect as if all signatories had signed the same
document, and all of those counterparts must be construed together to constitute
the same document.
8. PARTIES. This Amendment binds and inures to Borrower and the
Credit Parties and their respective successors and permitted assigns.
9. ENTIRETIES. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS,
AS AMENDED BY THIS AMENDMENT AND THE OTHER AMENDMENT DOCUMENTS, REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER OF THE CREDIT
AGREEMENT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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SIGNATURE PAGE TO SEVENTH AMENDMENT OF
CREDIT AGREEMENT AMONG
PROTECTION ONE ALARM MONITORING, INC., AS BORROWER,
WESTAR INDUSTRIES, INC., AS ADMINISTRATIVE AGENT
AND
THE LENDERS NAMED HEREIN
EXECUTED on and effective as of the date first above written.
PROTECTION ONE ALARM MONITORING, INC., a Delaware corporation, as Borrower
By: /s/ Xxxxxx Xxxxx
-------------------
Name: Xxxxxx Xxxxx
Title: Executive Vice President and
Chief Financial Officer
SIGNATURE PAGE TO SEVENTH AMENDMENT OF
CREDIT AGREEMENT AMONG
PROTECTION ONE ALARM MONITORING, INC., AS BORROWER,
WESTAR INDUSTRIES, INC., AS ADMINISTRATIVE AGENT,
AND
THE LENDERS NAMED HEREIN
EXECUTED on and effective as of the date first above written.
WESTAR INDUSTRIES, INC., as Administrative Agent
and a Lender
By: /s/ Xxxx X. Xxxxx
--------------------
Name: Xxxx X. Xxxxx
Title: President
To induce the Credit Parties to enter into this Amendment, each of the
undersigned (a) consents and agrees to the Amendment Documents' execution and
delivery, (b) ratifies and confirms that all guaranties, assurances, and Liens,
if any, granted, conveyed, or assigned to the Credit Parties under the Loan
Documents are not released, diminished, impaired, reduced, or otherwise
adversely affected by the Amendment Documents and continue to guarantee, assure,
and secure the full payment and performance of all present and future
Obligations (except to the extent specifically limited by the terms of such
guaranties, assurances, or Liens), (c) agrees to perform such acts and duly
authorize, execute, acknowledge, deliver, file, and record such additional
guaranties, assignments, security agreements, deeds of trust, mortgages, and
other agreements, documents, instruments, and certificates as the Credit Parties
may reasonably deem necessary or appropriate in order to create, perfect,
preserve, and protect those guaranties, assurances, and Liens, and (d) waives
notice of acceptance of this consent and agreement, which consent and agreement
binds the undersigned and its successors and permitted assigns and inures to the
Credit Parties and their respective successors and permitted assigns.
EXECUTED on and effective as of the date first above written.
PROTECTION ONE, INC., a Delaware corporation
By: /s/ Xxxxxx Xxxxx
--------------------
Name: Xxxxxx Xxxxx
Title: Executive Vice President and
Chief Financial Officer
NETWORK MULTI-FAMILY SECURITY CORPORATION,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxx
-----------------------
Name: Xxxxxxx X. Xxxxx
Title: Assistant Treasurer
SCHEDULE 2.1
PARTIES, ADDRESSES, COMMITMENTS, AND WIRING INFORMATION
================================================================ =============
BORROWER
================================================================ =============
Protection One Alarm Monitoring, Inc.
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx Xxxxx
Telecopy No. (000) 000-0000
================================================================ =============
ADMINISTRATIVE AGENT
================================================================ =============
Westar Industries, Inc.
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx X. Xxxxx
Telecopy No. (000) 000-0000
Wiring Instructions:
Bank of America, Dallas, Texas
ABA # 000000000
Account Number: 3750912584
Reference: Protection One Alarm Monitoring, Inc.
Attention: Xxxx Xxxx
================================================================ =============
=========================== ====================== =========================
LENDERS COMMITTED SUM PRO RATA PART OF THE
COMMITMENTS
=========================== ====================== =========================
Westar Industries, Inc. $180,000,000(1) 100%
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxx X. Xxxxx
Telecopy No. (000) 000-0000
Wiring Instructions:
Bank of America, Dallas, Texas
ABA # 000000000
Account No.: 3750912584
Reference: Protection One Alarm Monitoring, Inc.
Attention: Xxxx Xxxx
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----------------------
(1)Including increase previously requested by Borrower and apporved by
Administrative Agent pursuant to Section 2.5.
