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EXHIBIT 10.O
AMENDMENT dated as of December 7, 1993 to
the CREDIT AGREEMENT dated as of November
21, 1991 (as the same may be further amended,
supplemented or modified from time to time in
accordance with its terms, (the "Credit
Agreement"), among NAPCO SECURITY SYSTEMS,
Inc., a Delaware corporation (the
"Borrower"), the Guarantors signatory
hereto, the lenders named in SCHEDULE 2.01
and 2.06 annexed hereto (collectively the
"Lenders") and CHEMICAL BANK, as agent for
the Lenders (in such capacity, the "Agent").
WHEREAS, the Borrower and the Guarantors wish to amend certain provisions of
the Credit Agreement;
WHEREAS, the Lenders and the Agent have consented to amend the Credit Agreement
to reflect the requests herein set forth;
NOW, THEREFORE, the parties hereby agree as follows:
1. Amendment to Article I. DEFINITIONS.
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Article I of the Credit Agreement is hereby amended by deleting
the definition of "LETTER OF CREDIT COMMITMENT TERMINATION
DATE" in its entirety and substituting therefor the following:
"'LETTER OF CREDIT COMMITMENT TERMINATION DATE' shall mean the
earlier of (x) November 8, 1994 and (y) the date on which all
"Advances" have been made to Caribe pursuant to the Caribe Loan
Agreement."
2. Amendment to Article II. THE LOANS AND LETTER OF CREDIT.
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SECTION 2.04 Term Notes
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Article II. Section 2.04. of the Credit Agreement is hereby
amended by deleting the second sentence thereof in its entirety
and substituting therefor the following:
"The principal balance of the Term Notes shall be payable
quarterly commencing on the last day of the calender quarter
immediately following the Closing Date and on the last day of
each March, June, September and December in each year
thereafter (each, a "Repayment Date") through and including the
Final Maturity Date, in four consecutive quarterly
installments each in the amount of $250,000, then four
consecutive quarterly installments each in the amount of
$375,000, then six consecutive quarterly installments in the
following order and amounts: $425,000, $475,000, $500,000,
$375,000, $400,000, $425,000, then two consecutive quarterly
installments each in the amount of $450,000, with a final
installment equal to the remaining unpaid principal balance due
and payable on the Final Maturity Date."
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This AMENDMENT shall be construed and enforced in accordance with the laws of
the State of New York.
Except as expressly amended or consented to hereby, the Credit Agreement shall
remain in full force and effect in accordance with the original terms thereof.
The AMENDMENT herein contained is limited specifically to the matters set forth
above and does not constitute directly or by implication an amendment or
waiver of any other provision of the Credit Agreement or any default which may
occur or may have occurred under the Credit Agreement.
The Borrower and the Guarantors hereby represent and warrant that, after giving
effect to this AMENDMENT, no Event of Default or Default exists under the
Credit Agreement or any other related document.
Please be advised that should there be a need for further amendments or waivers
with respect to these covenants or any other covenants, those requests shall be
evaluated by the Agent and the Lenders when formally requested, in writing, by
the Borrower and the Guarantors.
This AMENDMENT may be executed in one or more counterparts, each which shall
constitute an original, but all of which when, taken together shall constitute
but one AMENDMENT. The AMENDMENT shall become effective (y) upon the receipt
and satisfactory review by the Agent of an amendment to the Caribe Loan
Agreement, duly executed by Caribe and Citibank, N.A., amending the definition
of "TERMINATION DATE" to read as follows: "the earlier of (i) November 8, 1994
or (ii) the date on which all Advances are made under the Commitment" and (z)
when duly executed counterparts hereof which, when taken together, bear the
signatures of each of the parties hereto shall have been delivered to the
Agent.
Capitalized terms used herein and not otherwise defined herein shall have the
same meanings as defined in the Credit Agreement with the exception of the
defined terms "Advances" and "Commitment" as used in the immediately preceding
paragraph, both of which shall have the meanings ascribed to such terms in the
Caribe Loan Agreement.
IN WITNESS WHEREOF, the Borrower, the Guarantors and the Agent have caused this
AMENDMENT to be duly executed by their duly authorized officers, all as of the
day and year first above written.
NAPCO SECURITY SYSTEMS, INC.
By: /s/ K. S. Buchel, V.P.
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Name: Xxxxx X. Xxxxxx
Title: Vice President of Finance
and Administration
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Guarantors:
NAPCO SECURITY SYSTEMS INTERNATIONAL INC.
UMI MANUFACTURING CORP.
RALTECH LOGIC, INC.
E.E. ELECTRONIC COMPONENTS, INC.
ALARM LOCK SYSTEMS, INC.
DERRINGER SECURITY SYSTEMS, INC.
By: /s/ K. S. Buchel, V.P.
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Name: Xxxxx X. Xxxxxx
Title: Vice President of Finance
and Administration
CHEMICAL BANK, as Agent and Lender
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President
