[LOG0 OMITTED] PNCBank
AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT
THIS AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"AMENDMENT") is made and effective as of October 29, 2004, by and among
COMPUDYNE CORPORATION (the "BORROWER"), the GUARANTORS party to this Amendment
and the Credit Agreement referred to below (collectively, the "GUARANTORS"), the
BANKS party to this Amendment and the Credit Agreement referred to below
(collectively and together with the Agent, the "BANKS") and PNC BANK, NATIONAL
ASSOCIATION, individually and in its capacity as agent for the Banks under the
Credit Agreement referred to below (hereinafter referred to in such capacity as
the "AGENT").
WITNESSETH:
WHEREAS, reference is made to that certain Amended and Restated Credit
Agreement dated March 31, 2004 by and among the Borrower, the Guarantors party
thereto, the Banks party thereto and the Agent (as the same may be amended,
restated, supplemented or modified from time to time, the "CREDIT AGREEMENT")
pursuant to which the Banks made available to the Borrower a $10,000,000
original principal amount revolving credit facility (including an $8,000,000
letter of credit subfacility and a $500,000 swing line of credit) (the
"REVOLVING CREDIT FACILITY A") and a $15,000,000 original principal amount
revolving credit facility (the "REVOLVING CREDIT FACILITY B"), and (ii) those
Notes of the Borrower evidencing its obligations under the Credit Agreement and
the Loan Documents, comprised of (A) a Fourth Amended and Restated Revolving
Credit Note (Revolving Credit Facility A) in the stated principal amount of
$7,600,000 in favor of PNC Bank, National Association dated March 31, 2004 (the
"PNC REVOLVING CREDIT FACILITY A NOTE"), (B) a Fourth Amended and Restated
Revolving Credit Note (Revolving Credit Facility B) in the stated principal
amount of $11,400,000 in favor of PNC Bank, National Association dated March 31,
2004 (the "PNC REVOLVING CREDIT FACILITY B NOTE"), (C) an Amended and Restated
Revolving Credit Note (Revolving Credit Facility A) in the stated principal
amount of $2,400,000 in favor of SunBank (now, by merger, Omega Bank) dated
March 31, 2004 (the "OMEGA BANK REVOLVING CREDIT FACILITY A NOTE") and (D) an
Amended and Restated Revolving Credit Note (Revolving Credit Facility B) in the
stated principal amount of $3,600,000 in favor of Omega Bank dated March 31,
2004 (the "OMEGA BANK REVOLVING CREDIT FACILITY B NOTE") (as the foregoing may
be amended, restated, supplemented or substituted from time to time,
collectively, the "EXISTING NOTES");
WHEREAS, the Borrower, the Guarantors, the Agent and the Banks desire
to amend the Credit Agreement to provide for the expiration of the Revolving
Credit Facility B, the assignment of Omega Bank's Revolving Credit Facility A
commitment to PNC Bank, National Association (whereby PNC will become the sole
lender under Revolving Credit Facility A), the modification of certain financial
covenants, the waiver of an existing covenant violation, the addition of certain
new covenants and the amendment of the pricing grid for the Loans on the terms
and conditions set forth herein as provided for below; and
WHEREAS, in connection with this Amendment, the Borrower will execute
and deliver to PNC Bank, National Association its Fifth Amended and Restated
Revolving Credit Note (Revolving Credit Facility A) in the stated principal
amount of $10,000,000 in substitution for the PNC Revolving Credit Facility A
Note and the Omega Bank Revolving Credit Facility A Note (the "NOTE").
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and intending to be legally bound hereby, the parties hereto agree as
follows:
1. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is amended as set
forth in EXHIBIT A. Any and all references to the Credit Agreement in
the Note or any of the other Loan Documents shall be deemed to refer to
the Credit Agreement as amended hereby. Any initially capitalized terms
used in this Amendment without definition shall have the meanings
assigned to those terms in the Credit Agreement.
2. INCORPORATION INTO CREDIT AGREEMENT. This Amendment is deemed
incorporated into the Note and the other Loan Documents. To the extent
that any term or provision of this Amendment is or may be deemed
expressly inconsistent with any term or provision in any Loan Document,
the terms and provisions hereof shall control.
3. REPRESENTATIONS. In order to induce the Banks and the Agent to enter
into this Amendment and agree to the transactions herein specified, the
Borrower and the Guarantors represent and warrant as follows:
(a) All corporate and other actions, consents or
authorizations which may be necessary or appropriate for the execution,
delivery of and compliance with this Amendment and all documents and
instruments herein set forth have been taken or obtained. Upon their
execution and delivery, this Amendment and such other documents and
instruments will constitute the valid and legally binding obligations
of the Borrower and the Guarantors, enforceable against the Borrower
and the Guarantors in accordance with their respective terms.
(c) As of the date hereof, no Event of Default (as defined in the
Credit Agreement) or any event, fact or circumstance which,
with the passage of time or the giving of notice, or both,
would constitute an Event of Default, has occurred and is
continuing, other than the existing covenant violation waived
by Section 10 of this Amendment.
(d) All representations and warranties of the Borrower and the
Guarantors to the Agent and the Banks as set forth in the
Credit Agreement and each of the Loan Documents (as defined in
the Credit Agreement) are true and correct in all material
respects as of the date hereof as if fully set forth herein at
length (except to the extent that such representations and
warranties relate expressly to an earlier date, in which case
such representations and warranties shall be true and correct
in all materials respects as of such earlier date).
(e) The Borrower has no defense, set-off, claim or counterclaim to
or against, or with respect to, full and prompt payment and
performance by Borrower of all of Borrower's Obligations to
Agent or any of the Banks under the Credit Agreement and under
the Loan Documents as of the date hereof.
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4. COLLATERAL CONFIRMATION. The Borrower and the Guarantors hereby confirm
that any collateral for the Obligations, including but not limited to
liens, security interests, mortgages, and pledges granted by the
Borrower, the Guarantors or third parties (if applicable), shall
continue unimpaired and in full force and effect.
5. GUARANTOR REAFFIRMATION. The Guarantors hereby affirm, acknowledge and
agree that their respective guaranty agreements continue in full force
and effect with respect to the Obligations, as modified and amended by
this Amendment, and the Note As of the date hereof, none of the
Guarantors has any defense, offset or counterclaim to full performance
and observance of their respective liabilities under the guaranty
agreements as reaffirmed hereby. Each Guarantor hereby acknowledges and
affirms that it has and will continue to realize tangible and
significant direct economic benefit from the transactions described in
the Credit Agreement, as amended hereby, the Note and the other Loan
Documents and hereby irrevocably and unconditionally acknowledge the
receipt of good and valuable consideration for the execution and
delivery of their respective guaranty agreements.
6. RELEASE OF AGENT AND BANKS. As additional consideration for the Agent's
and the Banks' entering into this Amendment, the Borrower and each
Guarantor hereby fully and unconditionally releases and forever
discharges the Agent and the Banks, their respective agents, employees,
directors, officers, attorneys, branches, affiliates, subsidiaries,
successors and assigns and all persons, firms, corporations and
organizations acting on any of their respective behalves (the "Released
Parties") of and from any and all claims, liabilities, demands,
obligations, damages, losses, actions and causes of action whatsoever
which the Borrower or any Guarantor may now have or claim to have
against the Agent or any Bank or any other Released Parties as of the
date hereof, whether presently known or unknown and of any nature and
extent whatsoever, including, without limitation, on account of or in
any way affecting, concerning or arising out of or founded upon the
Credit Agreement, this Amendment or any of the Loan Documents,
including but not limited to all such loss or damage of any kind
heretofore sustained or that may arise as a consequence of the dealings
between the parties up to and including the date hereof, including but
not limited to, the administration or enforcement of the Loans, the
Existing Notes, the Obligations or any of the Loan Documents. The
obligations of the Borrower and the Guarantors under the Loan Documents
and this Amendment shall be absolute and unconditional and shall remain
in full force and effect without regard to, and shall not be released,
discharged or in any way affected by:
(i) any exercise or nonexercise of any right, remedy,
power or privilege under or in respect of this Amendment, any
Loan Document, any document relating to or evidencing any of
the Agent's or any Bank's liens or applicable law, including,
without limitation, any waiver (other than the waiver and
release set forth in Section 10 of this Amendment), consent,
extension, indulgence or other action or inaction in respect
thereof; or
(ii) any other act or thing or omission or delay to
do any other act or thing which could operate to or as a
discharge of the Borrower or any Guarantor as a matter of law,
other than payment in full of all Obligations, including, but
not limited to, all obligations under the Loan Documents and
this Amendment.
The Borrower and each of the Guarantors further agree to indemnify and hold the
Agent and the Banks and their respective officers, directors, attorneys, agents
and employees harmless from any loss, damage, judgment, liability or expense
(including attorneys' fees) suffered by or rendered against the Agent or the
Banks, or any of them, on account of any claims arising out of or relating to
the Obligations. The Borrower and each of the Guarantors further state that they
have carefully read the foregoing release and indemnity, know the contents
thereof and grant the same as their own free act and deed.
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7. COUNTERPARTS. This Amendment may be signed in any number of counterpart
copies and by the parties hereto on separate counterparts, but all such
copies shall constitute one and the same instrument.
8. BINDING EFFECT. This Amendment will be binding upon and inure to the
benefit of the Borrower, the Guarantors, the Banks and the Agent and
their respective heirs, executors, administrators, successors and
assigns.
9. ADDITIONAL CONDITIONS AND COVENANTS. The following agreements and
covenants constitute additional and substantial consideration for the
Banks' agreement to effect the waiver and the amendments to the Credit
Agreement set forth herein:
(a) The Borrower shall reimburse the Agent for its reasonable out
of pocket fees and expenses incurred in connection with this
Amendment, including, without limitation, its attorney fees
and expenses.
(b) The Borrower shall pay to the Agent an amendment fee of
$15,000.
(c) The Borrower, Omega Bank, as successor to SunBank, and the
Agent shall have entered into such assignment and assumption
agreements as may be necessary to transfer and assign to PNC
Bank all of Omega Bank's Revolving Credit Facility A
Commitment.
(d) The Borrower shall have executed and delivered to PNC Bank the
original Note in form and substance acceptable to PNC Bank;
provided that, on or after the date hereof Omega Bank shall
return to the Agent its Omega Revolving Credit Facility A
Note. The Agent shall then promptly deliver its existing
Revolving Credit Facility A Note together with Omega Bank's
Revolving Credit Facility A Note to the Borrower for
cancellation.
(e) The Borrower and the Guarantors shall execute such other
reaffirmation documents and other documents, instruments and
agreements that the Agent may request from time to time in
order to evidence, ratify and affirm its obligations under the
Credit Agreement and the other Loan Documents and the security
interests, liens and pledges effected thereby.
10. COVENANT VIOLATION WAIVER. In consideration for agreements and
covenants of the Borrower and the Guarantors set forth herein, the
Agent and the Banks hereby grant a waiver of the following covenant
violation under the Credit Agreement existing as of the date hereof,
and the Agent and the Banks hereby further agree that they will not
exercise any remedies or rights to which they might otherwise be
entitled under the Loan Documents solely with respect to or arising
from such covenant violation:
Failure of the Borrower to maintain a Fixed Charge Coverage
Ratio of not less than 1.50 to 1.0 as of September 30, 2004.
Except as expressly set forth in the foregoing sentence, this waiver
shall not constitute (a) a modification or an alteration of any of the
terms, conditions or covenants of the Credit Agreement or any of the
Loan Documents, all of which remain in full force and effect, or (b) a
waiver, release or limitation upon the Agent's or the Banks' exercise
of any of their rights and remedies thereunder, all of which are hereby
expressly reserved. This waiver shall not relieve or release the
Borrower or the Guarantors in any way from any of their respective
duties, obligations, covenants or agreements under the Credit Agreement
or the other Loan Documents or from the consequences of any covenant
violations or any other Event[s] of Default thereunder, except as
expressly set forth above. This waiver shall not obligate the Agent or
the Banks, or be construed to require the Banks, to waive any other
covenant or any Event[s] of Default or defaults, whether now existing
or which may occur after the date of this waiver.
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11. REPRESENTATION BY COUNSEL. The Borrower and each Guarantor represent
and warrant that they are represented by legal counsel of their choice
and that their counsel has had the opportunity to review this
Amendment, that they are fully aware of the terms contained herein and
that they have voluntarily and without coercion or duress of any kind
or nature whatsoever entered into this Amendment. The provisions of
this Amendment shall survive the execution and delivery of this
Amendment.
12. LIMITATION ON DAMAGES. NEITHER THE AGENT, ANY BANK NOR ANY AGENT OR
ATTORNEY FOR OR OF THE AGENT OR ANY BANK SHALL BE LIABLE TO THE
BORROWER OR ANY GUARANTOR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES ARISING FROM ANY BREACH OF CONTRACT, TORT OR OTHER
WRONG RELATING TO THE ESTABLISHMENT, ADMINISTRATION OR COLLECTION OF
THE OBLIGATIONS, AS DEFINED IN ANY LOAN DOCUMENT OR THE ACTION OR
INACTION OF THE AGENT OR ANY BANK OR THE BORROWER OR ANY GUARANTOR
UNDER THIS AMENDMENT OR ANY LOAN DOCUMENT OR OTHERWISE.
13. RATIFICATION OF LOAN DOCUMENTS. Except as waived or amended hereby, the
terms and provisions of the Loan Documents remain unchanged and in full
force and effect, and are hereby ratified and affirmed. Except as
expressly provided herein, this Amendment shall not constitute an
amendment, waiver, consent or release with respect to any provision of
any Loan Document, a waiver of any default or Event of Default
thereunder, or a waiver or release of any of the Banks' rights and
remedies (all of which are hereby reserved). THE BORROWER AND EACH OF
THE GUARANTORS EXPRESSLY RATIFY AND CONFIRM THE CONFESSION OF JUDGMENT
(IF APPLICABLE) AND WAIVER OF JURY TRIAL PROVISIONS CONTAINED IN THE
LOAN DOCUMENTS AS IF SET FORTH HEREIN IN THEIR ENTIRETY AS OF THE DATE
HEREOF.
[THIS SPACE INTENTIONALLY LEFT BLANK -
SIGNATURE PAGE IMMEDIATELY FOLLOWS]
[SIGNATURE PAGE TO AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT]
WITNESS the due execution hereof as of the day and year first above written.
COMPUDYNE CORPORATION, QUANTA SYSTEMS CORPORATION,
a Nevada corporation a Connecticut corporation
By: By:
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Title: CFO-Treasurer Title: Vice President
CORRLOGIC, INC., PNC BANK, NATIONAL ASSOCIATION,
a Nevada corporation as a Bank and as Agent
By: By:
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Title: Vice President Title: Vice President
FIBER SENSYS, INC., OMEGA BANK, successor by merger
an Oregon corporation to SUNBANK, as a Bank
By: By:
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Title: Vice President Title:
--------------------------
TIBURON, INC., formerly NEW TIBURON, INC.
a Virginia corporation
By:
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Title: Vice President
XXXXXXX SECURITY GROUP, INC.,
a Delaware corporation
By:
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Title: Vice President
NORSHIELD CORPORATION,
an Alabama corporation
By:
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Title: Vice President
AMENDMENTS TO CREDIT AGREEMENT
EXHIBIT A
The Credit Agreement is hereby amended as follows:
I. BACKGROUND TO AMENDMENT
The Borrower, the Guarantors, the Banks and the Agent desire
to amend the Credit Agreement to provide for the expiration and termination of
the Revolving Credit Facility B, the assignment of Omega Bank's Revolving Credit
Facility A Commitment to PNC Bank (whereby PNC Bank will become the sole lender
under Revolving Credit Facility A), the modification of certain financial
covenants, the waiver of an existing covenant violation, the addition of certain
new covenants and the amendment of the pricing grid for the Loans.
II. CREDIT AGREEMENT AMENDMENTS
(A) SECTION 1.1 IS AMENDED TO ADD THE FOLLOWING NEW DEFINITIONS IN THE
APPROPRIATE ALPHABETICAL ORDER:
ANTI-TERRORISM LAWS shall mean any Laws relating to terrorism
or money laundering, including Executive Order No. 13224, and the USA
Patriot Act.
BLOCKED PERSON shall have the meaning assigned to such term in
Section 6.1.26.
EXECUTIVE ORDER NO. 13224 shall mean the Executive Order No.
13224 on Terrorist Financing, effective September 24, 2001, as the same
has been, or shall hereafter be, renewed, extended, amended or
replaced.
USA PATRIOT ACT shall mean the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has
been, or shall hereafter be, renewed, extended, amended or replaced.
(B) THE DEFINITION OF "LEVERAGE RATIO" SET FORTH IN
SECTION 1.1 IS DELETED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:
LEVERAGE RATIO shall mean the ratio of (x) consolidated Indebtedness
for borrowed money, capital leases, Guaranties of borrowed money and
reimbursement obligations in respect of letters of credit of the Borrower and
its Subsidiaries (but excluding (A) reimbursement obligations under letters of
credit No. S243626SCP and No. S247779SCP issued by the Agent for the benefit of
Xxxxxxx Security Group, Inc. [including any extensions, amendments or renewals
thereof] and other letters of credit approved and issued by the Agent on behalf
of any of the Loan Parties pursuant to Section 2.8 hereof that are reflected as
liabilities on the Borrower's consolidated financial statements and which are
fully collateralized as provided in Section 8.1.15 hereof and (B) the 2004
Subordinated Debt up to an amount not exceeding $40,250,000) to (y) EBITDA.
EXHIBIT A-1
(C) THE DEFINITION OF "REVOLVING CREDIT FACILITY B EXPIRATION DATE" SET
FORTH IN SECTION 1.1 IS DELETED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:
REVOLVING CREDIT FACILITY B EXPIRATION DATE shall mean, with respect to
the Revolving Credit Facility B Commitments, October 29, 2004.
(D) THE DEFINITION OF "REVOLVING CREDIT FACILITY A NOTES" SET FORTH IN
SECTION 1.1 IS DELETED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:
REVOLVING CREDIT FACILITY A NOTES shall mean that Fifth Amended and
Restated Revolving Credit Note (Revolving Credit Facility A) of Borrower to PNC
Bank, National Association in the stated principal amount of $10,000,000 dated
October 29, 2004 and all amendments, extensions, renewals, replacements,
refinancings or refundings thereof in whole or in part.
(E) SECTION 4.1.1. IS DELETED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:
4.1.1 REVOLVING CREDIT INTEREST RATE OPTIONS.
The Borrower shall have the right to select from the following
Interest Rate Options applicable to the Revolving Credit Loans:
(i) BASE RATE OPTION: A fluctuating rate per
annum (computed on the basis of a year of 365 or 366 days, as the case
may be, and actual days elapsed) equal to the Base Rate plus the
Applicable Margin, such interest rate to change automatically from time
to time effective as of the effective date of each change in the Base
Rate; or
(ii) EURO-RATE OPTION: A rate per annum
(computed on the basis of a year of 360 days and actual days elapsed)
equal to the Euro-Rate plus the Applicable Margin.
Anything contained in this Agreement to the contrary
notwithstanding, so long as Borrower is in full compliance with the
Required Coverage covenants sets forth in Section 8.1.15 of this
Agreement, the "Applicable Margin" for purposes of this Section 4.1.1
shall be that set forth as Level II in the pricing grid contained in
the definition of Applicable Margin in Section 1.1 hereof.
EXHIBIT A-2
(F) SECTION 6.1 IS AMENDED TO ADD THE FOLLOWING NEW SECTION 6.1.26 AT
THE END THEREOF:
6.1.26. ANTI-TERRORISM LAWS.
(a) GENERAL.
None of the Loan Parties nor any Affiliate of any
Loan Party, is in violation of any Anti-Terrorism Law or engages in or conspires
to engage in any transaction that evades or avoids, or has the purpose of
evading or avoiding, or attempts to violate, any of the prohibitions set forth
in any Anti-Terrorism Law.
(b) EXECUTIVE ORDER NO. 13224.
None of the Loan Parties, nor or any
Affiliate of any Loan Party, or their respective agents acting or benefiting in
any capacity in connection with the Loans, Letters of Credit or other
transactions hereunder, is any of the following (each a "Blocked Person"):
(i) a Person that is listed in the annex to, or is
otherwise subject to the provisions of, the Executive
Order No. 13224;
(ii) a Person owned or controlled by, or acting for or on
behalf of, any Person that is listed in the annex to,
or is otherwise subject to the provisions of, the
Executive Order No. 13224;
(iii) a Person or entity with which any Bank is prohibited
from dealing or otherwise engaging in any transaction
by any Anti-Terrorism Law;
(iv) a Person or entity that commits, threatens or
conspires to commit or supports "terrorism" as
defined in the Executive Order No. 13224;
(v) a Person or entity that is named as a "specially
designated national" on the most current list
published by the U.S. Treasury Department Office of
Foreign Asset Control at its official website or any
replacement website or other replacement official
publication of such list, or
(vi) a person or entity who is affiliated or affiliated
with a person or entity listed above.
No Loan Party or to the knowledge of any Loan
Party, any of its agents acting in any capacity in connection with the Loans,
Letters of Credit or other transactions hereunder (i) conducts any business or
engages in making or receiving any contribution of funds, goods or services to
or for the benefit of any Blocked Person, or (ii) deals in, or otherwise engages
in any transaction relating to, any property or interests in property blocked
pursuant to the Executive Order No. 13224.
EXHIBIT A-3
(G) SECTION 8.1 IS AMENDED BY ADDING THE FOLLOWING NEW SECTION 8.1.15
AT THE END THEREOF:
8.1.15. MARKETABLE INVESTMENTS COLLATERAL COVERAGE.
The Borrower shall at all times maintain a first priority
perfected pledge and collateral assignment of, and security interest in
favor of the Agent, on behalf of the Banks, in cash and marketable
securities acceptable to the Agent, in its sole discretion (which shall
be maintained with such financial institutions, brokerage firms or
other securities intermediaries or custodians as may be acceptable to
the Agent) (the "Investment Collateral"), in an amount not less than
the sum of (i) the unpaid aggregate principal balance of all Loans
advanced under this Agreement and (ii) all Letter of Credit
Outstandings (the "Required Coverage"). The Banks shall have no
obligation to advance any Loans or issue any Letters of Credit unless
and until the Borrower is in full compliance with the foregoing
covenant, and if at any time the value of the Investment Collateral
should for any reason be less than the Required Coverage, the Borrower
shall make an immediate prepayment of the Loans (or a cash deposit with
respect to Letter of Credit Outstandings, as the case may be) or pledge
additional Investment Collateral in an amount necessary to achieve
compliance with said Required Coverage requirements. All Investment
Collateral shall be valued as determined by the Agent, in its
reasonable discretion, and all pledge, assignment and security interest
documentation (which shall include, without limitation, pledge
agreements and control or other custody or perfection agreements as may
be required by the Agent) shall be acceptable to the Agent in it sole
discretion.
(H) SECTION 8.1 IS AMENDED BY ADDING THE FOLLOWING NEW SECTION 8.1.16
AT THE END THEREOF:
8.1.16. ANTI-TERRORISM LAWS.
The Loan Parties and their respective Affiliates and
agents shall not (i) conduct any business or engage in any transaction
or dealing with any Blocked Person, including the making or receiving
any contribution of funds, goods or services to or for the benefit of
any Blocked Person, (ii) deal in, or otherwise engage in any
transaction relating to, any property or interests in property blocked
pursuant to the Executive Order No. 13224; or (iii) engage in or
conspire to engage in any transaction that evades or avoids, or has the
purpose of evading or avoiding, or attempts to violate, any of the
prohibitions set forth in the Executive Order No. 13224 or the USA
Patriot Act. The Borrower shall deliver to Banks any certification or
other evidence requested from time to time by any Bank, in its sole
discretion, confirming Borrower's compliance with this Section 8.1.16.
EXHIBIT A-4
(I) SECTION 8.2.16 IS DELETED IN ITS ENTIRETY AND RESTATED AS FOLLOWS
AT THE END THEREOF:
8.2.16. MINIMUM FIXED CHARGE COVERAGE RATIO.
The Loan Parties shall not permit the Fixed Charge
Coverage Ratio, calculated as of the end of each fiscal quarter for the
preceding four (4) fiscal quarters then ended, to be less than 1.50 to 1.0,
commencing with the fiscal quarter ending March 31, 2006.
(J) SECTION 8.2.17 IS DELETED IN ITS ENTIRETY AND RESTATED AS FOLLOWS:
8.2.27. MAXIMUM LEVERAGE RATIO.
The Loan Parties shall not permit the Leverage Ratio
to exceed 2.0 to 1.0 on or at any time after January 1, 2006.
(K) SECTION 8.2 IS AMENDED BY ADDING THE FOLLOWING NEW SECTION 8.2.19
AT THE END THEREOF:
8.2.19. MINIMUM EBITDA.
The Borrower shall maintain, as of the end of each
fiscal quarter and for the quarterly periods set forth below, a minimum
EBITDA of at least that set forth opposite such fiscal quarter and
quarterly periods below:
FISCAL QUARTER END AND QUARTERLY PERIODS MINIMUM EBITDA
For the fiscal quarter ending December 31, 2004 $ 750,000
For the fiscal quarter ending
March 31, 2005 $ 950,000
For the two consecutive fiscal quarters
ending June 30, 2005 $2,100,000
For the three consecutive fiscal quarters
ending September 30, 2005 $3,400,000
For the four consecutive fiscal quarters
ending December 31, 2005 $4,850,000
For purposes of clarification, the minimum EBITDA covenant shall not be
applicable for any period after December 31, 2005.
EXHIBIT A-5
(L) SECTION 8.3.1 IS DELETED IN ITS ENTIRETY AND RESTATED AS FOLLOWS:
8.3.1 QUARTERLY FINANCIAL STATEMENTS; MONTHLY FINANCIAL
STATEMENTS.
As soon as available and in any event within (i) forty-five
(45) calendar days after the end of each of the first three fiscal
quarters in each fiscal year and (ii) thirty (30) calendar days after
the end of each month, financial statements of the Borrower, consisting
of a consolidated and consolidating balance sheet as of the end of such
fiscal quarter or calendar month, as applicable, and related
consolidated and consolidating statements of income, stockholders'
equity and cash flows for the fiscal quarter or calendar month, as
applicable, then ended and the fiscal year through that date, all in
reasonable detail and certified (subject to normal year-end audit
adjustments) by the Chief Executive Officer, President or Chief
Financial Officer of the Borrower as having been prepared in accordance
with GAAP, consistently applied, and setting forth in comparative form
the respective financial statements for the corresponding date and
period in the previous fiscal year.
(M) SECTION 10 IS AMENDED BY ADDING THE FOLLOWING NEW SECTION
10.19 AT THE END THEREOF:
10.19 NO RELIANCE ON AGENT'S CUSTOMER IDENTIFICATION PROGRAM.
Each Bank acknowledges and agrees that neither such Bank, nor
any of its Affiliates, participants or assignees, may rely on the Agent
to carry out such Bank's, Affiliate's, participant's or assignee's
customer identification program, or other obligations required or
imposed under or pursuant to the USA Patriot Act or the regulations
thereunder, including the regulations contained in 31 CFR 103.121 (as
hereafter amended or replaced, the "CIP Regulations"), or any other
Anti-Terrorism Law, including any programs involving any of the
following items relating to or in connection with any of the Loan
Parties, their Affiliates or their agents, the Loan Documents or the
transactions hereunder or contemplated hereby: (1) any identity
verification procedures, (2) any recordkeeping, (3) comparisons with
government lists, (4) customer notices or (5) other procedures required
under the CIP Regulations or such other Laws.
(N) CLAUSE (ii) OF SECTION 11.11 IS DELETED IN ITS ENTIRETY AND
RESTATED AS FOLLOWS:
(ii) Any assignee or participant which is not
incorporated under the Laws of the United States of America or a state
thereof shall deliver to the Borrower and the Agent the form of
certificate described in Section 11.17 [Tax Withholding Clause]
relating to federal income tax withholding. Each Bank may furnish any
publicly available information concerning any Loan Party or its
Subsidiaries and any other information concerning any Loan Party or its
Subsidiaries in the possession of such Bank from time to time to
assignees and participants (including prospective assignees or
participants), PROVIDED that such assignees and participants agree to
be bound by the provisions of Section 11.12 [Confidentiality]. Further,
each such assignee or participant (that is not excepted from the
certification requirement contained in Section 313 of the USA Patriot
Act and the applicable regulations because it is both (i) an affiliate
of a depository institution or foreign bank that maintains a physical
presence in the United states or foreign county, and (ii) subject to
supervision by a banking authority regulating such affiliated
depository institution or foreign bank) shall deliver to the Agent the
certification, or, if applicable, recertification, certifying that such
Bank is not a "shell" and certifying to other matters as required by
Section 313 of the USA Patriot Act and the applicable regulations: (1)
within 10 days after such assignee or participant acquires its interest
in this Agreement, and (2) as such other times as are required under
the USA Patriot Act.
EXHIBIT A-6
(O) PART 1 OF SCHEDULE 1.1(B) IS DELETED IN ITS ENTIRETY AND
RESTATED AS FOLLOWS:
PART 1 - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES TO BANKS
--------------------- ------------------- ---------------- --------------- -----------------
AMOUNT OF AMOUNT OF
COMMITMENT FOR COMMITMENT FOR
REVOLVING CREDIT REVOLVING CREDIT
BANK LOANS UNDER LOANS UNDER AMOUNT OF
REVOLVING CREDIT REVOLVING CREDIT COMMITMENT FOR TOTAL
FACILITY A FACILITY B SWING LOANS* COMMITMENT RATABLE SHARE
--------------------- ------------------- ---------------- --------------- -----------------
Name: PNC Bank, National
Association
Address: 0000 Xxxxxxxx Xxxx
Xxxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxx
Telephone (000) 000-0000 $10,000,000 $-0- $500,000 $10,000,000 100.0%
Telecopy: (000) 000-0000
(Expired)
--------------------- ------------------- ---------------- --------------- ----------------
Total $10,000,000 $15,000,000 $N/A $25,000,000 100%
===================== =================== ================ ================ ================
* The Swing Line is shown as a part of the Revolving Credit Facility A Commitment of PNC Bank and is not separately combined
in calculating total Commitments in the table.
EXHIBIT A-7
STATE OF
----------------------------------- )
) SS:
COUNTY OF )
----------------------------------
On this, the _____ day of October, 2004, before me, a Notary Public,
the undersigned officer, personally appeared -_______________________________,
who acknowledged himself/herself to be the ____________________________ of
COMPUDYNE CORPORATION and that he/she, as such officer, being authorized to
do so, executed the foregoing instrument for the purposes therein contained
by signing on behalf of the corporation as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-------------------------
Notary Public
My commission expires:
STATE OF )
------------------------------------ ) SS:
COUNTY OF )
----------------------------------
On this, the _____ day of October, 2004, before me, a Notary Public,
the undersigned officer, personally appeared _________________________________,
who acknowledged himself/herself to be the ____________________________ of
CORRLOGIC, INC. and that he/she, as such officer, being authorized to do so,
executed the foregoing instrument for the purposes therein contained by signing
on behalf of the corporation as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
--------------------------
Notary Public
My commission expires:
STATE OF )
) SS:
-----------------------------------
COUNTY OF )
----------------------------------
On this, the _____ day of October, 2004, before me, a Notary Public,
the undersigned officer, personally appeared _________________________________,
who acknowledged himself/herself to be the ____________________________ of FIBER
SENSYS, INC. and that he/she, as such officer, being authorized to do so,
executed the foregoing instrument for the purposes therein contained by signing
on behalf of the corporation as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-------------------------
Notary Public
My commission expires:
STATE OF
---------------------------------- )
) SS:
COUNTY OF )
----------------------------------
On this, the _____ day of October, 2004, before me, a Notary Public,
the undersigned officer, personally appeared
_____________________________________, who acknowledged himself/herself to be
the ____________________________ of TIBURON, INC. and that he/she, as such
officer, being authorized to do so, executed the foregoing instrument for the
purposes therein contained by signing on behalf of the corporation as such
officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
--------------------------
Notary Public
My commission expires:
STATE OF )
----------------------------------- ) SS:
COUNTY OF )
----------------------------------
On this, the _____ day of October, 2004, before me, a Notary Public,
the undersigned officer, personally appeared _______________________________,
who acknowledged himself/ herself to be the ____________________________ of
XXXXXXX SECURITY GROUP, INC. and that he/she, as such officer, being authorized
to do so, executed the foregoing instrument for the purposes therein contained
by signing on behalf of the corporation as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-------------------------
Notary Public
My commission expires:
STATE OF )
---------------------------------- ) SS:
COUNTY OF )
----------------------------------
On this, the _____ day of October, 2004, before me, a Notary Public,
the undersigned officer, personally appeared ________________________________,
who acknowledged himself/herself to be the ____________________________ of
NORSHIELD CORPORATION and that he/she, as such officer, being authorized to do
so, executed the foregoing instrument for the purposes therein contained by
signing on behalf of the corporation as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
--------------------------
Notary Public
My commission expires:
STATE OF )
---------------------------------- ) SS:
COUNTY OF )
----------------------------------
On this, the _____ day of October, 2004, before me, a Notary Public,
the undersigned officer, personally appeared _________________________________,
who acknowledged himself/herself to be the ____________________________ of
QUANTA SYSTEMS CORPORATION and that he/she, as such officer, being authorized to
do so, executed the foregoing instrument for the purposes therein contained by
signing on behalf of the corporation as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-------------------------
Notary Public
My commission expires:
COMMONWEALTH OF PENNSYLVANIA )
) SS:
COUNTY OF )
----------------------------------
On this, the _____ day of October, 2004, before me, a Notary Public,
the undersigned officer, personally appeared Xxxxxx X. Xxxxxxxx, who
acknowledged himself to be the Vice President of PNC BANK, NATIONAL ASSOCIATION
and that he, as such officer, being authorized to do so, executed the foregoing
instrument for the purposes therein contained by signing on behalf of said bank
as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-------------------------
Notary Public
My commission expires:
COMMONWEALTH OF PENNSYLVANIA )
) SS:
COUNTY OF )
----------------------------------
On this, the _____ day of October, 2004, before me, a Notary Public, the
undersigned officer, personally appeared Xxxxx X. Xxxxxxxxxxxxx, who
acknowledged himself to be the ________________________ of OMEGA BANK, successor
by merger to SUNBANK, and that he, as such officer, being authorized to do so,
executed the foregoing instrument for the purposes therein contained by signing
on behalf of said bank as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-------------------------
Notary Public
My commission expires:
