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EXHIBIT 10.11
NationsBank
NationsBank of Texas, N.A.
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FIRST AMENDMENT
to
FINANCING AND SECURITY AGREEMENT
by and among
NATIONSBANK OF TEXAS, N.A.
and
ULTRAK, INC.,
LOSS PREVENTION ELECTRONICS CORPORATION,
CCTV SOURCE INTERNATIONAL, INC.,
DENTAL VISION DIRECT, INC.
Dated: Effective October 31, 1994
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NationsBank
NationsBank of Texas, N.A.
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FIRST AMENDMENT
to
FINANCING AND SECURITY AGREEMENT
This First Amendment to Financing and Security Agreement dated
effective October 31, 1994 (the "Effective Date") is executed and entered into
by and among NATIONSBANK OF TEXAS, N.A. a national bank ("Lender"), and each of
(i) ULTRAK, INC., a Colorado corporation, (iii) CCTV SOURCE INTERNATIONAL,
INC., a Texas corporation, and (iv) DENTAL VISION DIRECT, INC., a Texas
corporation (each severally a "Borrower" and collectively "Borrowers"), as
follows:
Recitals
Lender and Borrowers are parties to the certain Financing and Security
Agreement dated effective as of October 31, 1994 (the "Financing and
Security Agreement"). Terms defined in the Financing and Security
Agreement, wherever used herein, shall have the same meanings as are
prescribed by the Financing and Security Agreement.
Lender and Borrowers have agreed to amend the Financing and Security
Agreement as provided herein.
Therefore, for and in consideration of ten dollars ($10.00) and other valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
together with the mutual benefits provided herein, Lender and each Borrower
hereby agree as follows:
1. Paragraph 1.4 ("Aggregate Borrowing Base") hereby is amended
to read in its entirety as follows:
"1.4 "Aggregate Borrowing Base" at any time means an amount equal to
(i) up to a maximum of eighty- five percent (85%) of the aggregate
Eligible Accounts of Borrowers plus (ii) up to a maximum of forty-
five percent (45%) of the aggregate Eligible Inventory of Borrowers
(but limited however to an amount not exceeding the lesser of (i)
$6,000,000.00 or (ii) fifty percent (50.0%) of the aggregate unpaid
balance of the Revolving Facility, less (iii) the Reserve."
2. Paragraph 1.16 ("Company Borrowing Base") hereby is amended to
read in its entirety as follows:
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"1.16 "Company Borrowing Base" as to any Borrower any time means an
amount equal to (i) up to a maximum of eighty-five percent (85%) of
the Eligible Accounts of such Borrower plus (ii) up to a maximum of
forty-five percent (45%) of the Eligible Inventory of such Borrower
provided that the maximum amount outstanding under the Revolving
Facility in respect of advances against all Eligible Inventory shall
not at any time exceed the lesser of (a) $6,000,000.00 or (b) fifty
percent (50%) of the aggregate unpaid balance of the Revolving
Facility), less (iii) the Reserve applicable to such Borrower."
3. Paragraph 1.19 ("Credit Limit") hereby is amended to read in
its entirety as follows:
"1.19 "Credit Limit" means the amount of Twelve Million and no/100
Dollars ($13,200,000.00)."
4. Contemporaneously upon execution hereof, each Borrower shall
execute and deliver to Lender a renewal promissory note in the face amount of
$13,200,000.00, which shall be in renewal of the existing Revolving Note of
such Borrower, but otherwise on substantially the same terms as provided
therein. Upon such execution and delivery, such renewal promissory note shall
thereupon be the Revolving Note of such Borrower under the Financing and
Security Agreement.
5. Contemporaneously upon execution of this agreement, each
Borrower shall deliver to Lender a copy of corporate resolutions approving this
agreement, authorizing the transactions contemplated hereby, and authorizing
and directing a named officer or officers to execute and deliver this agreement
and any related documents contemplated hereby to be executed by such party,
duly adopted by the board of directors, accompanied by the certificate of the
corporate secretary, dated as of the Effective Date, that such copy is a true
and complete copy of resolutions duly adopted by the board of directors, and
that such resolutions have not been amended, modified, or revoked in any
respect and are in full force and effect as of the date hereof. Such
resolutions shall be in form and substance satisfactory to Lender.
6. Each Borrower represents that, as of the Effective Date, it is
in compliance with all requirements under the Financing and Security Agreement
and that no Event of Default exists thereunder.
7. Each Borrower on the one hand, and Lender on the other, each
represents to the other that all necessary corporate action has been taken to
authorize its execution and performance of this agreement.
8. The Loan Documents, supplemented as provided herein, hereby
are ratified and confirmed as being and remaining valid and in full force and
effect in accordance with their respective terms, as so supplemented.
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9. This agreement (i) shall be deemed effective prospectively as
of the Effective Date, (ii) contains the entire agreement among the parties and
may not be amended or modified except in writing signed by all parties, (iii)
shall be governed and construed according to the laws of the State of Texas and
(iv) may be executed in any number of counterparts, each of which shall be
valid as an original and all of which shall be one and the same agreement. A
telecopy of any executed counterpart shall be deemed valid as an original.
THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
EXECUTED as of the Effective Date specified in the preamble.
NATIONSBANK OF TEXAS, N.A.
By: /s/ XXXXXXX X. XxXXXXXX
-----------------------------------
Xxxxxxx X. XxXxxxxx
Vice President
ULTRAK, INC.
By: /s/ XXXXXX X. XXXXXX
-----------------------------------
Xxxxxx X. Xxxxxx
President
LOSS PREVENTION ELECTRONICS CORPORATION
By: /s/ XXXXXX X. XXXXXX
-----------------------------------
Xxxxxx X. Xxxxxx
President
CCTV SOURCE INTERNATIONAL, INC.
By: /s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
President
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DENTAL VISION DIRECT, INC.
By: /s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
President
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ACKNOWLEDGEMENT AND CONSENT
The undersigned acknowledges and consents to the foregoing First
Amendment to Financing and Security Agreement and confirms his obligations
under the certain Guaranty dated September 24, 1993 previously executed and
delivered by the undersigned for the benefit of Lender. All Obligations under
the Financing and Security Agreement, as amended by this agreement, shall
continue to be included within the "Guaranteed Obligations" defined in such
Guaranty, subject to the limitation of liability provided in the Addendum
thereto.
/s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx, individually
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STATE OF TEXAS )
)
COUNTY OF DALLAS )
BEFORE ME, the undersigned authority, on this day personally appeared
Xxxxxxx X. XxXxxxxx, known to me to be the person and officer whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same
was the act of the said NATIONSBANK OF TEXAS, N.A., and was executed for the
purposes and consideration therein expressed and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the _____ day of October,
1994.
_____________________________________
NOTARY PUBLIC, STATE OF TEXAS
My Commission Expires:
______________________ _____________________________________
(Printed Name of Notary)
STATE OF TEXAS )
)
COUNTY OF DALLAS )
BEFORE ME, the undersigned authority, on this day personally appeared
Xxxxxx X. Xxxxxx, known to me to be the person and officer whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same
was the act of the said ULTRAK, INC., and was executed for the purposes and
consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the _____ day of October,
1994.
_____________________________________
NOTARY PUBLIC, STATE OF TEXAS
My Commission Expires:
______________________ _____________________________________
(Printed Name of Notary)
STATE OF TEXAS )
)
COUNTY OF DALLAS )
BEFORE ME, the undersigned authority, on this day personally appeared
Xxxxxx X. Xxxxxx, known to me to be the person and officer whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same
was the act of the said LOSS
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PREVENTION ELECTRONICS CORPORATION, and was executed for the purposes and
consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the _____ day of October,
1994.
_____________________________________
NOTARY PUBLIC, STATE OF TEXAS
My Commission Expires:
______________________ _____________________________________
(Printed Name of Notary)
STATE OF TEXAS )
)
COUNTY OF DALLAS )
BEFORE ME, the undersigned authority, on this day personally appeared
Xxxxxx X. Xxxxxx, known to me to be the person and officer whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same
was the act of the said CCTV SOURCE INTERNATIONAL, INC., and was executed for
the purposes and consideration therein expressed and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the _____ day of October,
1994.
_____________________________________
NOTARY PUBLIC, STATE OF TEXAS
My Commission Expires:
______________________ _____________________________________
(Printed Name of Notary)
STATE OF TEXAS )
)
COUNTY OF DALLAS )
BEFORE ME, the undersigned authority, on this day personally appeared
Xxxxxx X. Xxxxxx, known to me to be the person and officer whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same
was the act of the said DENTAL VISION DIRECT, INC., and was executed for the
purposes and consideration therein expressed and in the capacity therein
stated.
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GIVEN UNDER MY HAND AND SEAL OF OFFICE this the _____ day of October,
1994.
_____________________________________
NOTARY PUBLIC, STATE OF TEXAS
My Commission Expires:
______________________ _____________________________________
(Printed Name of Notary)
STATE OF TEXAS )
)
COUNTY OF DALLAS )
BEFORE ME, the undersigned authority, on this day personally appeared
Xxxxxx X. Xxxxxx, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that the same was executed for the
purposes and consideration therein expressed and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the _____ day of October,
1994.
_____________________________________
NOTARY PUBLIC, STATE OF TEXAS
My Commission Expires:
______________________ _____________________________________
(Printed Name of Notary)
