Amendment to Credit Agreement
 |
Amendment
to Credit Agreement
|
This
agreement is dated as of December 1, 2005, by and between Xxxx Security
Products, Inc. (the
"Borrower")
and
JPMorgan Chase Bank, N.A. as successor by merger to Bank One, NA with its main
office in Chicago, IL (the "Bank"), and its successors and assigns. The
provisions of this agreement are effective on the date that this agreement
has
been executed by all of the signers and delivered to the Bank (the "Effective
Date").
WHEREAS,
the
Borrower and the Bank entered into a credit agreement dated December 31, 2003,
as amended (if applicable) (the "Credit Agreement"); and
WHEREAS,
the
Borrower has requested and the Bank has agreed to amend the Credit Agreement
as
set forth below;
NOW,
THEREFORE,
in
mutual consideration of the agreements contained herein and for other good
and
valuable consideration, the parties agree as follows:
| 1. |
DEFINED
TERMS.
Capitalized terms not defined herein shall have the meaning ascribed
in
the Credit Agreement.
|
| 2. |
MODIFICATION
OF CREDIT AGREEMENT.
The Credit Agreement is hereby amended as follows:
|
| 2.1 |
From
and after the Effective Date, Section 1 of the Credit Agreement, captioned
“Credit Facilities” is hereby amended and restated as follows:
|
| 1.1 |
Scope.
This agreement governs Facility A, and, unless otherwise agreed to
in
writing by the Bank and the Borrower or prohibited by applicable law,
governs the Credit Facilities as defined
below.
|
| 1.2 |
Facility
A (Line of Credit).
The Bank has approved a credit facility to the Borrower in the principal
sum not to exceed $500,000.00 in the aggregate at any one time outstanding
("Facility A"). Credit under Facility A shall be repayable as set forth
in
a Line of Credit Note dated December 15, 2002, and any renewals,
modifications, extensions, rearrangements, restatements thereof and
replacements or substitutions therefore. The proceeds of Facility A
shall
be used for the following purpose: working
capital.
|
| 2.2 |
From
and after the Effective Date, Section 2.4 of the Credit Agreement,
captioned “Account” is hereby deleted.
|
| 2.3 |
From
and after the Effective Date, Section 2.8 of the Credit Agreement,
captioned “Eligible Accounts” is hereby
deleted.
|
| 2.4 |
From
and after the Effective Date, Section 2.9 of the Credit Agreement,
captioned “Eligible Inventory” is hereby
deleted.
|
| 2.5 |
From
and after the Effective Date, Section 2.10 of the Credit Agreement,
captioned “Inventory” is hereby deleted.
|
| 2.6 |
From
and after the Effective Date, Section 4.5 A of the Credit Agreement
is
hereby deleted.
|
| 2.7 |
From
and after the Effective Date, Section 4.5 B of the Credit Agreement
is
hereby deleted.
|
| 2.8 |
From
and after the Effective Date, Section 4.5 H of the Credit Agreement
is
hereby deleted.
|
| 2.9 |
From
and after the Effective Date, Section 4.5 I of the Credit Agreement
is
hereby deleted.
|
| 3. |
RATIFICATION.
The Borrower ratifies and reaffirms the Credit Agreement and the Credit
Agreement shall remain in full force and effect as modified
herein.
|
| 4. |
BORROWER
REPRESENTATIONS AND WARRANTIES.
The Borrower represents and warrants that (a) the representations and
warranties contained in the Credit Agreement are true and correct in
all
material respects as of the date of this agreement, (b) no condition,
act
or event which could constitute an event of default under the Credit
Agreement or any promissory note or credit facility executed in reference
to the Credit Agreement exists, and (c) no condition, event, act or
omission has occurred, which, with the giving of notice or passage
of
time, would constitute an event of default under the Credit Agreement
or
any promissory note or credit facility executed in reference to the
Credit
Agreement.
|
| 5. |
FEES
AND EXPENSES.
The Borrower agrees to pay all fees and out-of-pocket disbursements
incurred by the Bank in connection with this agreement, including legal
fees incurred by the Bank in the preparation, consummation, administration
and enforcement of this agreement.
|
| 6. |
EXECUTION
AND DELIVERY.
This agreement shall become effective only after it is fully executed
by
the Borrower and the Bank.
|
| 7. |
ACKNOWLEDGEMENTS
OF BORROWER.
The Borrower acknowledges that as of the date of this agreement it
has no
offsets with respect to all amounts owed by the Borrower to the Bank
arising under or related to the Credit Agreement on or prior to the
date
of this agreement. The Borrower fully, finally and forever releases
and
discharges the Bank and its successors, assigns, directors, officers,
employees, agents and representatives from any and all claims, causes
of
action, debts and liabilities, of whatever kind or nature, in law or
in
equity, of the Borrower, whether now known or unknown to the Borrower,
which may have arisen in connection with the Credit Agreement or the
actions or omissions of the Bank related to the Credit Agreement on
or
prior to the date hereof. The Borrower acknowledges and agrees that
this
agreement is limited to the terms outlined above, and shall not be
construed as an agreement to change any other terms or provisions of
the
Credit Agreement. This agreement shall not establish a course of dealing
or be construed as evidence of any willingness on the Bank's part to
grant
other or future agreements, should any be
requested.
|
| 8. |
NOT
A NOVATION.
This agreement is a modification only and not a novation. Except for
the
above-quoted modification(s), the Credit Agreement, any loan agreements,
credit agreements, reimbursement agreements, security agreements,
mortgages, deeds of trust, pledge agreements, assignments, guaranties,
instruments or documents executed in connection with the Credit Agreement,
and all the terms and conditions thereof, shall be and remain in full
force and effect with the changes herein deemed to be incorporated
therein. This agreement is to be considered attached to the Credit
Agreement and made a part thereof. This agreement shall not release
or
affect the liability of any guarantor of any promissory note or credit
facility executed in reference to the Credit Agreement or release any
owner of collateral granted as security for the Credit Agreement. The
validity, priority and enforceability of the Credit Agreement shall
not be
impaired hereby. To the extent that any provision of this agreement
conflicts with any term or condition set forth in the Credit Agreement,
or
any document executed in conjunction therewith, the provisions of this
agreement shall supersede and control. The Bank expressly reserves
all
rights against all parties to the Credit
Agreement.
|
2
THIS
AGREEMENT REPRESENTS THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OR PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.
THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
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Borrower:
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|||||
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Xxxx
Security Products, Inc.
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By:
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/s/
Xxxxxxx X. Xxxxxxxx
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Xxxxxxx
X. Xxxxxxxx
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Treasurer
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Printed
Name
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Title
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Date
Signed:
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12/06/05
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Bank:
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JPMorgan
Chase Bank, N.A.
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By:
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/s/
Xxxx X. Xxxxxx
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Xxxx
X. Xxxxxx
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Senior
Vice President
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Printed
Name
|
Title
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Date
Signed:
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12/20/05
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