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EXHIBIT 10.22
SECOND AMENDMENT
TO
FIRST AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT is entered into as of January 31, 2000, among ULTRAK, INC.,
a Delaware corporation ("Borrower"), the lenders executing this Amendment
("Lenders"), and BANK ONE, TEXAS, N.A., as Administrative Agent ("Administrative
Agent").
Borrower, Administrative Agent and Lenders are party to that certain First
Amended and Restated Credit Agreement (as renewed, extended, amended and
restated, the "Credit Agreement") dated as of August 12, 1999, providing for,
among other things, a revolving credit facility and a term loan facility. The
parties to this Amendment have agreed to amend the Credit Agreement as set forth
herein.
1. Defined Terms; References. Unless otherwise stated in this Amendment (a)
terms defined in the Credit Agreement have the same meanings when used in this
Amendment and (b) references to "Sections," "Schedules" and "Exhibits" are to
sections, schedules and exhibits to the Credit Agreement.
2. Amendments.
1. Section 1.1 is amended by deleting therefrom the following defined
terms: (i) Domestic Sublimit and (ii) Eurocurrency Sublimit.
2. A new definition is hereby added to Section 1.1:
"Domestic Borrowing" means a borrowing of Dollars through a
domestic (United States) office of a Lender.
3. The following defined terms in Section 1.1 are amended in their entirety
as follows:
"Base Rate Borrowing" means a Domestic Borrowing advanced to
Borrower through Administrative Agent in accordance with SECTION 2.3,
which Borrowing bears interest at the sum of the Base Rate plus the
Applicable Margin.
"Default Rate" means, for any day, an annual interest rate equal
from day to day to (i) for amounts owing in respect of Eurocurrency
Borrowings, the lesser of either (a) the Eurocurrency Rate plus 4.0%
or (b) the Maximum Rate, and (ii) for all other amounts owing under or
in respect of the Credit Documents, the lesser of either (a) the Base
Rate plus 2.5% or (b) the Maximum Rate.
"Eurocurrency Lending Installation" means Administrative Agent's
Lending Installation in London, England (or such other Lending
Installation as may be designated by Administrative Agent from time to
time) that manages fundings and payments in respect of Eurocurrency
Borrowings.
"LC Subfacility" means a subfacility of the Revolving Facility
for the issuance of LCs, as described in SECTION 2.4, under which the
LC Exposure may never exceed $5,000,000 in the aggregate. For the
avoidance of doubt, LCs may only be requested or issued as a Dollar
commitment to be funded as a Domestic Borrowing under the Revolving
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Facility and all communications from Borrower in respect of LCs shall
be with Administrative Agent.
"LIBOR Rate Borrowing" means a Domestic Borrowing advanced to
Borrower through Administrative Agent in accordance with SECTION 2.3,
which Borrowing bears interest at the sum of the LIBOR Rate plus the
Applicable Margin.
"Permitted Intercompany Advances" means loans, advances or
extensions of credit by Borrower to its Foreign Subsidiaries from
funds loaned to Borrower as Eurocurrency Borrowings. For the avoidance
of doubt, no loans, advances or extensions of credit may be made by
Borrower or any Domestic Company to any Foreign Subsidiary except for
loans made with the proceeds of Eurocurrency Borrowings.
4. Section 2.2 is amended by adding "and" at the end of Section 2.2(d),
changing the semi-colon at the end of Section 2.2(e) to a period and
deleting Sections 2.2(f) and 2.2(g).
5. Section 2.6 is amended by deleting the third sentence ("Any partial
terminations . . . Domestic Sublimit.") in its entirety.
6. Section 3.2(b) is amended in its entirety to read as follows:
(b) Revolving Facility Principal. The Principal Debt under the
Revolving Facility is due and payable on the Revolving Facility
Termination Date. Before that date, Borrower may at any time prepay,
without penalty (except as provided in this agreement) and in whole or
in part, the Principal Debt under the Revolving Facility, so long as
(i) each voluntary partial prepayment must be in a principal amount
not less than (A) $50,000, or a greater integral multiple of $50,000,
in the case of prepayments of Domestic Borrowings and (B) $500,000 (or
its Dollar Equivalent) in the case or prepayments of Eurocurrency
Borrowings, (ii) Borrower shall pay any related Funding Loss upon
demand, and (iii) in the case of prepayments of Eurocurrency
Borrowings, Borrower has given the Eurocurrency Lending Installation
four days' advance notice of its intention to make such prepayment.
Conversions under SECTION 3.10 are not prepayments.
7. Section 3.2(c)(iii) ("If the aggregate principal amount . . . the
Eurocurrency Sublimit.") is deleted in its entirety.
8. Section 3.10(a) is amended to change the caption to "Domestic
Borrowings" and to amend the last sentence in its entirety to read as
follows:
For the avoidance of doubt, no portion of any Domestic Borrowing may
be converted to a Eurocurrency Borrowing (but, subject to compliance
with the other terms and conditions of this Agreement, a Eurocurrency
Borrowing may be made to pay all or any portion of any Domestic
Borrowing).
9. Section 3.10(b) is amended to change the caption to "Eurocurrency
Borrowings" and to amend the last sentence in its entirety to read as
follows:
For the avoidance of doubt, no portion of any Eurocurrency Borrowing
may be converted to a Base Rate Borrowing or a LIBOR Rate Borrowing
(but, subject to compliance with the other terms and conditions of
this Agreement, a Domestic Borrowing may be made to pay any
Eurocurrency Borrowing).
ULTRAK-SECOND AMENDMENT TO CREDIT AGREEMENT
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10. In Section 3.15, the phrase "in the case of Borrowings under the
Domestic Sublimit" appearing in clause (i) is changed to "in the case of
Domestic Borrowings", and the phrase "in the case of Borrowings under the
Eurocurrency Sublimit" appearing in clause (ii) is changed to "in the case
of Eurocurrency Borrowings".
11. The caption of Section 3.17(a) is changed to "Domestic Borrowings", and
the caption of Section 3.17(b) is changed to "Eurocurrency Borrowings".
12. Exhibit E to the Credit Agreement (Borrowing Request) is hereby
replaced by Exhibit E attached as Annex A to this Amendment, and all
references in the Credit Documents shall be deemed to refer to the Exhibit
E attached hereto.
13. The covenants and agreements contained in the Amendment Fee letter
dated January 31, 2000 among Lenders and Borrower (the "Fee Letter") are
incorporated herein and into the Credit Agreement by reference the same as
if set forth in full herein and therein.
1. Conditions Precedent. Notwithstanding any contrary provisions contained
in the Credit Documents, this Amendment is not effective unless and until:
a. the representations and warranties in this Amendment are true and
correct;
b. Administrative Agent receives counterparts of this Amendment
executed by each party named below;
c. the fees due and payable pursuant to the Fee Letter and legal
fees and other expenses incurred by Lenders for which Borrower is
responsible have been paid in full, and
d. Administrative Agent receives a copy of the resolutions adopted
by the Board of Directors of Borrower authorizing the
transactions contemplated by this Amendment (such resolutions
being in form and substance acceptable to Administrative Agent),
certified as true and correct by the Secretary or an Assistant
Secretary of Borrower.
4. Ratifications. This Amendment modifies and supersedes all inconsistent
terms and provisions of the Credit Documents, and except as expressly modified
and superseded by this Amendment, the Credit Documents are ratified and
confirmed and continue in full force and effect. The parties hereto agree that
the Credit Documents, as amended by this Amendment, continue to be legal, valid,
binding and enforceable in accordance with their respective terms. Without
limiting the generality of the foregoing, Borrower hereby ratifies and confirms
that all Liens heretofore granted to Administrative Agent on behalf of Lenders
were intended to, do, and continue to secure the full payment and performance of
the Obligation. Borrower agrees to perform such acts and duly authorize,
execute, acknowledge, deliver, file and record such additional assignments,
security agreements, modifications or amendments to any of the foregoing, and
such other agreements, documents, and instruments as Administrative Agent may
reasonably request in order to perfect and protect those Liens and preserve and
protect the rights of Administrative Agent and Lenders in respect of all present
and future Collateral.
5. Representations and Warranties. Borrower hereby represents and warrants
to Administrative Agent and Lenders that (a) this Amendment and any other Credit
Documents to be delivered under this Amendment have been duly executed and
delivered by or on behalf of Borrower and each other Company party to them, (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 Company of this Amendment or any other
Credit Document to be delivered under this Amendment, (c) this Amendment and
ULTRAK-SECOND AMENDMENT TO CREDIT AGREEMENT
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any other Credit Documents to be delivered under this Amendment are valid and
binding upon Borrower and the other Companies and are enforceable against
Borrower and such other Companies in accordance with their respective terms,
except as limited by any applicable Debtor Relief Laws, (d) the execution,
delivery and performance by Borrower and the other Companies of this Amendment
and any other Credit Documents to be delivered under this Amendment do not
require the consent of any other Person and do not and will not constitute a
violation of any Governmental Requirements, agreements or understandings to
which Borrower or any other Company is a party or by which Borrower is bound,
(e) the representations and warranties contained in the Credit Agreement, as
amended by this Amendment, and any other Credit Documents are true and correct
in all material respects as of the date of this Amendment, and (f) as of the
date of this Amendment, no Event of Default or Potential Default exists, other
than those waived until February 29, 2000 pursuant to Section 6 of this
Amendment.
6. Waiver. Effective only upon receipt by Administrative Agent of this
Amendment executed by each Person named below, this Amendment shall become
notice to Borrower that Administrative Agent and Lenders hereby temporarily
waive any Event of Default or Potential Default arising under the Credit
Agreement with respect to the Companies' non-compliance with Sections 10.1 and
10.2 for the period ending September 30 and December 31, 1999. The waivers set
forth in the immediately-preceding sentence shall expire on February 29, 2000,
and be of no further force and effect, and the Events of Default thus
temporarily waived fully reinstated, unless Required Lenders agree in writing
before February 29, 2000 to a permanent waiver of such Events of Default. Except
as stated above (i) this waiver is not a consent or waiver in respect of any
existing or future Events of Default or Potential Defaults or a waiver of
Lender's rights to insist upon Borrower's compliance with its obligations under
each Credit Document and (ii) each Credit Document is unchanged and continues in
full force and effect.
7. References. All references in the Credit Documents to the "Credit
Agreement" refer to the Credit Agreement as amended by this Amendment. This
Amendment is a "Credit Document" referred to in the Credit Agreement and the
provisions relating to Credit Documents in the Credit Agreement are incorporated
by reference, the same as if set forth verbatim in this Amendment.
8. Counterparts. This Amendment may be executed in any number of
counterparts with the same effect as if all signatories had signed the same
document.
9. Parties Bound. This Amendment binds and inures to the benefit of
Borrower, Lenders and Administrative Agent and, subject to Section 14.12 of the
Credit Agreement, their respective successors and assigns.
10. Entirety. THIS AMENDMENT, THE CREDIT AGREEMENT AS AMENDED BY THIS
AMENDMENT, AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES FOR THE TRANSACTIONS HEREIN AND THEREIN, AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENT BETWEEN THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENT BETWEEN THE PARTIES.
REMAINDER OF PAGE INTENTIONALLY BLANK
SIGNATURE PAGES FOLLOW
ULTRAK-SECOND AMENDMENT TO CREDIT AGREEMENT
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EXECUTED on _________, 2000, but effective as of January 31, 2000.
Address for Notice ULTRAK, INC., as Borrower
Ultrak, Inc.
0000 Xxxxxx Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxx 00000
Attn: Xx. Xxx X. Xxxxx,
Vice President-Finance By:
Fax No.: (000) 000-0000 -------------------------------------
Xxx X. Xxxxx, Vice President-Finance
Address for Notice BANK ONE, TEXAS, N.A.,
as Administrative Agent and a Lender
Bank One, Texas, N.A.
0000 Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, Xxxxx 00000
Attn: Xxxx X. Xxxxxx, By:
Vice President --------------------------------------
Fax No.: (000) 000-0000 Xxxx X. Xxxxxx, Vice President
Address for Notice XXXXX FARGO BANK (TEXAS),
NATIONAL ASSOCIATION,
Xxxxx Fargo Bank (Texas), as a Lender
National Association
0000 Xxxx @ Xxxxx, 0xx Xxxxx
Xxxxxx, Xxxxx 00000
Attn: Xxxx Xxxxxxxx, By:
Vice President --------------------------------------
Fax No.: (000) 000-0000 Xxxx Xxxxxxxx, Vice President
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To induce Administrative Agent and Lenders to enter into this Amendment,
each guarantor named below (a) consents and agrees to this Amendment's execution
and delivery, (b) ratifies and confirms that all guaranties, assurances, and
Liens granted, conveyed, or assigned to Administrative Agent on behalf of
Lenders under the Credit Documents are not released, diminished, impaired,
reduced, or otherwise adversely affected by this or any prior amendment, and
continue to guarantee, assure, and secure the full payment and performance of
all present and future Obligation, (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 Administrative
Agent 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 each of the undersigned and their respective successors and permitted
assigns and inures to Administrative Agent and Lenders and their respective
successors and permitted assigns.
ULTRAK GP, INC.
By:
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Xxx X. Xxxxx, Vice President-Finance
ULTRAK, LP, INC.
By:
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Xxx X. Xxxxx, Vice President-Finance
ULTRAK OPERATING, L.P.
By: Ultrak GP, Inc. its General Partner
By:
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Xxx X. Xxxxx, Vice President-Finance
DIAMOND ELECTRONICS, INC.
By:
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Xxx X. Xxxxx, Vice President-Finance
MONITOR DYNAMICS, INC.
By:
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Xxx X. Xxxxx, Vice President-Finance
ABM DATA SYSTEMS, INC.
By:
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Xxx X. Xxxxx, Vice President-Finance
ULTRAK-SECOND AMENDMENT TO CREDIT AGREEMENT
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Annex A
to
First Amendment
to
First Amended and Restated Credit Agreement
EXHIBIT E
BORROWING REQUEST
ADMINISTRATIVE AGENT: Bank One, Texas, N.A. DATE: _______________, _____
BORROWER: Ultrak, Inc.
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This request is delivered under the First Amended and Restated Credit
Agreement (as renewed, extended, and amended, the "CREDIT AGREEMENT") dated as
of August 12, 1999, between Borrower, certain Lenders, and Administrative Agent.
Terms defined in the Credit Agreement have the same meanings when used -- unless
otherwise defined -- in this request.
Borrower requests a Borrowing under the Revolving Facility (the "REQUESTED
BORROWING") to be funded on ____________________, _____(1) (the "REQUESTED
BORROWING DATE") in the amount and of the Type set forth below(2):
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Type of Borrowing Amount Interest Rate Category
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Domestic Borrowing(3) $ [ ] LIBOR Rate
[ ] Base Rate
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Eurocurrency Borrowing(4) $ [ ] Eurocurrency Rate
(please state the Eurocurrency in which the
Requested Borrowing is to be made:
--------------)
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If a LIBOR Rate Borrowing or a Eurocurrency Rate Borrowing, the Requested
Borrowing is to be made in the following amounts with the following Interest
Period(s):
--------------------------------------------------------------------------------
Amount Interest Period(s)
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(1) Must be a Business Day prior to the Revolving Facility Termination Date. -
(2) Separate Borrowing Requests must be submitted for Domestic Borrowings and
Eurocurrency Borrowings. -
(3) All Domestic Borrowing Requests must be properly delivered to
Administrative Agent's offices in Dallas, Texas. -
(4) All Eurocurrency Borrowing Requests must be properly delivered to the
Eurocurrency Lending Installation. -
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Borrower certifies that as of the Requested Borrowing Date -- after giving
effect to the Requested Borrowing -- (a) the representations and warranties of
Borrower in the Credit Documents are true and correct in all material respects
except to the extent that (i) a representation or warranty speaks to a specific
date or (ii) the facts on which a representation or warranty is based have
changed by transactions or conditions contemplated or permitted by the Credit
Documents, (b) no Event of Default, Potential Material Adverse Event or
Borrowing Base Deficiency exists or will be created as a result of the Requested
Borrowing, and (d) Borrower has otherwise complied with all conditions of the
Credit Documents to permit the Requested Borrowing to be extended.
ULTRAK, INC.
By:
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Name:
---------------------------------------
(5)Title:
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(5) Must be a Responsible Officer of Borrower or another officer designated by
Borrower as having authority to execute and - deliver Borrowing Requests on
its behalf.
ULTRAK-SECOND AMENDMENT TO CREDIT AGREEMENT
