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EXHIBIT 10.17(e)
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT is being executed October 10, 1996, and shall be effective
as of August 31, 1996, by and among MASADA SECURITY, INC., a Delaware
corporation (the "Borrower"); CIBC INC. ("CIBC"), as a Lender; SUNTRUST BANK,
CENTRAL FLORIDA, N.A. ("SunTrust"), as Co-Agent and as a Lender and STATE
STREET BANK AND TRUST COMPANY ("State Street"), as a Lender; and CANADIAN
IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY as Administrative Agent (the
"Agent") for CIBC, SunTrust, State Street and the other financial institutions
who are or who become Lenders under, and as defined in the Credit Agreement
referred to below.
RECITALS
A. The Borrower, CIBC, SunTrust, State Street and the Agent are parties to
a Credit Agreement dated as of March 28, 1996, as amended as of June 4, 1996,
as amended as of August 9, 1996 (as so amended, the "Credit Agreement").
Capitalized terms used herein without definition have the meanings assigned to
them in the Credit Agreement.
B. The Borrower has requested that the Credit Agreement be amended as
hereinafter set forth.
C. Subject to certain terms and conditions, the Agent and the Lenders are
willing to agree to such request, as hereinafter set forth.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
I. AMENDMENTS TO CREDIT AGREEMENT.
The Credit Agreement is hereby amended as follows:
The definition of Safe Choice Expenses Restoration Amount is amended in
its entirety to read as follows:
SAFE CHOICE EXPENSES RESTORATION AMOUNT. In each case calculated for the
three-month period immediately preceding the date of the determination thereof,
the lesser of: (a) Safe Choice Excess Expenses for such period; or (b) an
amount equal to the product of the Safe Choice Multiple for such period
multiplied by Safe Choice New RMR for such period minus Capital Expenditures
made during such period solely attributable to the Safe Choice Program; or (c)
either (i) $1,700,000 for the four month period of August 31, 1996 to December
30, 1996 only, or (ii) at all other times, $1,200,000.
II. NO FURTHER AMENDMENTS. Except as specifically amended hereby, the
Credit Agreement shall remain unmodified and in full force and effect. The
Credit Agreement and all of the other Transaction Documents are hereby ratified
and affirmed in all respects, and the
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indebtedness of the Borrower to the Agent and the Lenders evidenced thereby and
by the Notes is hereby reaffirmed in all respects.
III. CERTAIN REPRESENTATIONS. As a material inducement to the Agent and
the Lenders to enter into this Amendment, the Borrower hereby represents and
warrants (which representations and warranties shall survive the delivery of
this Amendment), after giving effect to this Amendment, as follows:
A. The execution and delivery of this Amendment has been duly authorized
by all requisite corporate action on the part of the Borrower and its
Subsidiaries.
B. Except to the extent the information contained in SCHEDULES 4.06, 4.07
and 4.11, attached hereto as EXHIBIT A, has changed, the representations and
warranties contained in the Credit Agreement and the other Transaction
Documents are true and correct in all material respects on and as of the date
of this Amendment as though made at and as of such date. No material adverse
change has occurred in the assets, liabilities, financial condition, business
or prospects of the Borrower or any Subsidiary from that disclosed in the
financial statements most recently furnished to the Agent. No Event of Default
or condition or event which would, with notice or the lapse of time or both,
result in an Event of Default has occurred and is continuing.
C. Neither the Borrower nor any of its Subsidiaries is required to obtain
any consent, approval or authorization from, or to file any declaration or
statement with, any governmental instrumentality or other agency or any other
person or entity in connection with or as a condition to the execution,
delivery or performance of this Amendment.
D. This Amendment constitutes the legal, valid and binding obligation of
the Borrower, enforceable against it in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
the rights and remedies of creditors generally or the application of principles
of equity, whether in any action at law or proceeding in equity, and subject to
the availability of the remedy of specific performance or of any other
equitable remedy or relief to enforce any right thereunder.
IV. CONDITIONS. The willingness of the Agent and the Lenders to agree to
the foregoing is subject to the following conditions:
A. The Borrower shall have executed and delivered to the Agent (or shall
have caused to be executed and delivered to the Agent by the appropriate
persons) this Amendment and such other supporting documents and certificates as
the Agent or its counsel may reasonably request; and
B. All legal matters incident to the transactions hereby contemplated
shall be satisfactory to the Agent's counsel.
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V. MISCELLANEOUS.
A. As provided in the Credit Agreement, the Borrower agrees to reimburse
the Agent upon demand for all reasonable fees and disbursements of counsel to
the Agent incurred in connection with the preparation of this Amendment and the
documents relating hereto.
B. This Amendment shall be governed by and construed in accordance with
the laws of the State of New York.
C. This Amendment may be executed by the parties hereto in several
counterparts hereof and by the different parties hereto on separate
counterparts hereof, all of which counterparts shall together constitute one
and the same agreement.
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IN WITNESS WHEREOF, the Agent, the Borrower, CIBC, SunTrust and State
Street have caused this Amendment to be duly executed as a sealed instrument by
their duly authorized representatives, all as of the day and year first above
written.
MASADA SECURITY, INC.
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
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CANADIAN IMPERIAL BANK OF COMMERCE, NEW
YORK AGENCY, AS AGENT FOR THE LENDERS
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Managing Director, CIBC Wood Gundy
Securities Corp., as agent for Canadian
Imperial Bank of Commerce,
New York Agency
SUNTRUST BANK, CENTRAL FLORIDA, N.A.
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
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Xxxxxxxxxxx X. Xxxxxxx,
First Vice President
CIBC INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Managing Director, CIBC Wood Gundy
Securities Corp., as agent for CIBC Inc.
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Vice President
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