Exhibit 10 (C)
Third Amendment to Credit Agreement
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made
and effective as of September 30, 2002, 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 (i) that certain Credit Agreement
ated November 16, 2001, as amended by that First Amendment to Credit
Agreement dated as of December 19, 2001 and that Second Amendment to
Credit Agreement dated as of April 22, 2002 by and among the Borrower,
the Guarantors party thereto, the Banks party thereto and the Agent (as
the same may be further amended, restated, supplemented or modified from
time to time, the "Credit Agreement") pursuant to which the Banks made
available to the Borrower a $30,000,000 revolving credit facility
(including a $6,000,000 letter of credit subfacility and a $2,000,000
swing line of credit) and a $5,000,000 term loan, and (ii) those Notes of
the Borrower evidencing its obligations under the Credit Agreement and
the Loan Documents, comprised of a $3,000,000 Amended and Restated Term
Note, an $18,000,000 Second Amended and Restated Revolving Credit Note, a
$2,000,000 Term Note, a $12,000,000 Amended and Restated Revolving Credit
Note and a $2,000,000 Swing Line Note (collectively, the "Notes"); and
WHEREAS, the Borrower, the Guarantors, the Banks and the Agent
desire to amend the Credit Agreement to modify the definition of "Fixed
Charges" for purposes of the Fixed Charge Coverage Ratio covenant of the
Loan Parties.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and intending to be legally bound hereby, the parties hereto
agree as follows:
1. The Credit Agreement is amended as set forth in Exhibit A. Any
and all references to the Credit Agreement in any of the 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. This Amendment is deemed incorporated into each of the 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. The Borrower and the Guarantors hereby represent and warrant
that (a) all of their respective representations and warranties in the
Loan Documents are true and correct, (b) no default or Event of Default
exists under any Loan Document, and (c) this Amendment has been duly
authorized, executed and delivered and constitutes their legal, valid and
binding obligations, enforceable in accordance with its terms.
4. 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. Without limiting the generality or
comprehensiveness of the foregoing, the Guarantors specifically ratify
and affirm the continuing validity, enforceability and binding effect of
their respective guaranty agreements executed and delivered to the Agent
on behalf of the Banks with respect to Borrower's Obligations under the
Credit Agreement as amended by this Amendment.
5. To induce the Agent and the Banks to enter into this Amendment,
the Borrower and each of the Guarantors waives and releases and forever
discharges the Agent and the Banks and their respective officers,
directors, attorneys, agents, and employees from any liability, damage,
claim, loss or expense of any kind that it may have against the Agent or
the Banks, or any of them, arising out of or relating to the Obligations.
The Borrower and each of the Guarantors further agrees 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 states that it has carefully read the foregoing
release and indemnity, knows the contents thereof and grants the same as
its own free act and deed.
6. 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.
7. 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.
8. The following are conditions precedent to the Banks' agreement
to effect the amendments to the Credit Agreement set forth herein:
(a) The Borrower shall pay an amendment fee to the Agent in the
amount of $10,000.00.
(b) The Borrower shall reimburse the Agent for its out of pocket
fees and expenses incurred in connection with this Amendment, including,
without limitation, its attorney fees and expenses.
(c) The Borrower and the Guarantors shall execute such
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.
9. Except as 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 ratifies and confirms the
confession of judgment and waiver of jury trial provisions (if
applicable).
WITNESS the due execution hereof as a document under seal, as of the
date first written above.
COMPUDYNE CORPORATION,
a Nevada corporation
By:
Title: CFO-Treasurer
CORRLOGIC, INC.,
a Nevada corporation
By:
Title: Vice President
FIBER SENSYS, INC.,
an Oregon corporation
By:
Title: Vice President
NEW TIBURON, INC.,
a Virginia corporation
By:
Title: Vice President
XXXXXXX SECURITY GROUP, INC.,
a Delaware corporation
By:
Title: Vice President
NORSHIELD CORPORATION,
an Alabama corporation
By:
Title: Vice President
QUANTA SYSTEMS CORPORATION,
a Connecticut corporation
By:
Title:
SYSCO SECURITY SYSTEMS, INC.,
a Nevada corporation
By:
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION,
as a Bank and as Agent
By:
Title: Vice President
SUNTRUST BANK
By:
Title: Assistant 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 modify the definition of "Fixed Charges"
for purposes of the Fixed Charge Coverage Ratio covenant of the Loan
Parties.
II. Credit Agreement Amendments
---------------------------
a) The definition of "Fixed Charges" set forth in Section 1.1 is
deleted and restated in its entirety as follows:
"Fixed Charges" shall mean for any period of determination the sum of
the Borrower's and its Subsidiaries' consolidated interest expense and
scheduled principal installments on Indebtedness (as adjusted for
prepayments) for the prior four (4) fiscal quarters, including as a
principal installment for computational purposes an amount equal to the
amount, if any, by which the aggregate principal balance of outstanding
Revolving Credit Loans on the date of determination exceeds the pro forma
amount of Revolving Credit Commitments that would be available after
giving effect to the next scheduled stepdown in Commitments for Revolving
Credit Loans set forth on Schedule 1.1(B)."
STATE OF ________________)
) SS:
COUNTY OF )
On this, the _____ day of October, 2002, 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, 2002, 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, 2002, 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, 2002, before me, a Notary Public,
the undersigned officer, personally appeared
_____________________________________, who acknowledged himself/herself
to be the ____________________________ of NEW 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, 2002, 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, 2002, 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, 2002, 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:
STATE OF ________________) ) SS:
COUNTY OF )
On this, the _____ day of October, 2002, before me, a Notary Public,
the undersigned officer, personally appeared
______________________________________, who acknowledged himself/herself
to be the ____________________________ of SYSCO SECURITY SYSTEMS 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, 2002, 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:
STATE OF ________________)
) SS:
COUNTY OF )
On this, the _____ day of October, 2002, before me, a Notary Public,
the undersigned officer, personally appeared ___________________, who
acknowledged himself to be the Vice President of SUNTRUST BANK, 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:
