SECOND
MODIFICATION OF LOAN AGREEMENT
This Modification of Loan Agreement (the "Second Modification") is made as
of this 30th day of June, 1997 by and among XXXX SECURITY INTERNATIONAL, INC., a
Delaware corporation with its principal office and place of business at 000
Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxx 00000 ("Borrower") and KEYBANK NATIONAL
ASSOCIATION (formerly known as Key Bank of New York), a national banking
association with an office for the transaction of business at 00 Xxxxx Xxxxx
Xxxxxx, Xxxxxx, Xxx Xxxx 00000 ("Bank").
WHEREAS, the Borrower and the Bank entered into a Loan Agreement dated
October 31, 1996 (the "Loan Agreement"); and
WHEREAS, the terms of the Loan Agreement required the Borrower to meet
certain financial performance criteria; and
WHEREAS, the Borrower previously requested that the Bank waive the
requirement that the Borrower comply with the financial performance criteria for
prior fiscal quarters to which request the Bank consented as set forth in a
Modification Of Loan Agreement made as of April 14, 1997 (the "First
Modification"); and
WHEREAS, Borrower has now requested that the Bank waive the requirement
that Borrower comply with the financial performance criteria for the fiscal
quarters (ending June 30, 1997 and October 31, 1997; and
WHEREAS, the Bank has agreed to said waivers in consideration of a
continuation of the modification set forth in the First Modification and the
payment of a Waiver Fee (hereinbelow defined);
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. DEFINITIONS. All capitalized terms used herein not otherwise defined
herein or defined by the context of their usage, shall have those definitions
set forth in the Loan Agreement.
2. FINANCIAL PERFORMANCE COVENANT WAIVERS. The Bank hereby waives any
failure of the Borrower to comply with the provisions of covenants 8(d), 8(j),
8(k), 8(l) and 8(m) for the rolling four quarter periods ending June 30, 1997
and October 31, 1997.
3. WAIVER FEE. Borrower shall pay the Bank a fee of $4,600.00 (the "Waiver
Fee") as compensation for the Waiver as set forth in covenant 2 herein. The
parties acknowledge that it is difficult to calculate the value of said waiver
to Borrower but the Waiver Fee is a reasonable compensation for the waiver of
rights by the Bank and the increased risk to the Bank evidenced by Borrower's
failure to meet the financial performance criteria set forth in the Loan
Agreement.
4. NO FURTHER MODIFICATIONS. Except as modified pursuant to the First
Modification and herein, the Loan Agreement is hereby ratified and confirmed. To
the extent necessary, if any, any other Loan Documents executed in conjunction
with the Loan Agreement are hereby modified to reflect the terms of this Second
Modification.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Modification as of the day and year first above written.
Xxxx Security International, Inc.
By: /s/ Xxx X. Xxxxxxxx
-------------------------------------
Name: Xxx X. Xxxxxxxx
Title: President
KeyBank National Association
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Vice President
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