EXHIBIT 10.7
ADT LIMITED GUARANTY WAIVER AND CONSENT NO. 2
THIS ADT LIMITED GUARANTY WAIVER AND CONSENT NO. 2 (this "Waiver and
Consent"), dated as of June 27, 1997, between ADT LIMITED, a company organized
under the laws of Bermuda ("ADT Limited"), and the Agent (as defined below).
W I T N E S S E T H:
WHEREAS, pursuant to a Credit Agreement, dated as of January 9,
1997 and as amended and restated as of April 14, 1997 (as heretofore amended or
otherwise modified, the "Credit Agreement"), among ADT Operations, Inc., a
company organized under the laws of Delaware (the "Borrower"), the financial
institutions as are or may become parties thereto (collectively, the
"Lenders"), and The Bank of Nova Scotia ("Scotiabank"), individually and as
agent (the "Agent") for the Lenders, the Lenders extended Commitments to make
Credit Extensions to the Borrower; and
WHEREAS, in connection with the Credit Agreement, ADT Limited
executed and delivered in favor of the Agent and the Lenders the Guaranty dated
as of January 9, 1997 (as heretofore amended or otherwise modified, the "ADT
Limited Guaranty"); and
WHEREAS, ADT Limited has established Limited Apache, Inc., a
Massachusetts corporation and direct Wholly-Owned Subsidiary of ADT Limited
("Apache"), in connection with the proposed merger of Apache with and into
Tyco International Ltd., a Massachusetts corporation ("Tyco"), pursuant to,
and in accordance with, the Agreement and Plan of Merger dated as of March 17,
1997, among ADT Limited, Apache and Tyco (the "Merger"); and
WHEREAS, substantially concurrent with the Merger, Tyco intends
to enter into a Bridge Credit Agreement, a 364-Day Credit Agreement and a Five-
Year Credit Agreement, in each case with the various lenders signatories
thereto (collectively, the "Tyco Lenders") and Xxxxxx Guaranty Trust Company
of New York, as the agent for such lenders, providing for aggregate
commitments to make credit extensions to Tyco in an aggregate amount not
exceeding $1,750,000,000 (the "Tyco Credit Agreements"); and
WHEREAS, the Tyco Lenders are requiring that ADT Limited
guaranty the obligations of Tyco and its subsidiaries under the Tyco Credit
Agreements (the "Tyco Guaranty");
WHEREAS, ADT Limited has requested the Required Lenders to
grant a limited waiver and consent with respect to Sections 4.2.2 and 4.2.4 of
the ADT Limited Guaranty in order to permit ADT Limited to enter into the Tyco
Guaranty;
WHEREAS, the Required Lenders are willing to consent to such
request, on the terms and subject to the conditions of this Waiver and Consent;
NOW, THEREFORE, for good and valuable consideration the receipt
of which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Unless otherwise defined herein or the context otherwise
requires, terms for which meanings are provided in the ADT Limited Guaranty
(including by reference to the Credit Agreement) shall have such meanings when
used in this Waiver and Consent.
ARTICLE II
LIMITED WAIVER AND CONSENT
On the terms and subject to the conditions set forth herein and
in reliance on the representations and warranties of ADT Limited herein
contained, the Agent and the Required Lenders hereby
(a) waive, until September 30, 1997, the restrictions set forth in
Section 4.2.2 of the ADT Limited Guaranty to the extent necessary
to permit ADT Limited to enter into the Tyco Guaranty and consent
and agree that, until September 30, 1997, that no portion of the
obligations of ADT Limited under the Tyco Guaranty shall be
counted for purposes of computing the aggregate amount set forth
in clause (q) of Section 4.2.2 of the ADT Limited Guaranty; and
(b) consent and agree that, until September 30, 1997, no portion of the
obligations of ADT Limited under the Tyco Guaranty shall be
counted for purposes of computing ADT Limited's Debt to Total
Capitalization Ratio under Section 4.2.4.
The foregoing waiver and consent shall be limited precisely as
written and in no event shall be deemed to constitute a waiver of compliance
by ADT Limited with respect to any other term, provision or condition of the
ADT Limited Guaranty or any other Loan Document or prejudice any right or
remedy that the Agent or any Lender may now have or may have in the future
under or in connection with the ADT Limited Guaranty, any other Loan Document
or any other instrument or agreement referred to therein.
ARTICLE III
CONDITIONS PRECEDENT
This Waiver and Consent shall become effective, as of the date
hereof, upon the receipt by the Agent of counterparts hereof executed on
behalf of ADT Limited and the Required Lenders.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
In order to induce the Agent and the Required Lenders to
consent to the terms of this Waiver and Consent, ADT Limited hereby reaffirms,
as of the date hereof, the representations and warranties contained in Article
III of the ADT Limited Guaranty and additionally represents and warrants unto
each Lender and the Agent that, as of the date hereof, no Default has occurred
and is continuing.
ARTICLE V
MISCELLANEOUS PROVISIONS
SECTION 5.1. Headings. The various headings of this Waiver
and Consent are inserted for convenience only and shall not affect the
meaning or interpretation of this Waiver and Consent or any provisions
hereof.
SECTION 5.2. Execution in Counterparts. This Waiver and
Consent may be executed by the parties hereto in several counterparts, each of
which shall be deemed to be an original and all of which shall constitute
together but one and the same agreement.
SECTION 5.3. Governing Law. THIS WAIVER AND CONSENT SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Waiver
and Consent to be executed by their respective officers thereunto duly
authorized as of the day and year first above written.
ADT LIMITED, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Title:
THE BANK OF NOVA SCOTIA, as Agent
By: /s/ X.X. Xxxxx
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Title: Vice President
CONSENTED TO BY:
THE BANK OF NOVA SCOTIA,
as Lender
By: /s/ X.X. Xxxxx
-------------------------------------
Title: Vice President
BANK OF MONTREAL
By: /s/ X.X. XxXxxxxx
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Title: Director
CIBC INC.
By: /s/ Xxxxx Xxxxxx
-------------------------------------
Title: Director, CIBC Wood Gundy
Securities Corp. as Agent
CREDIT LYONNAIS ATLANTA AGENCY
By: /s/ Xxxxxx Xxxxxxxxx
-------------------------------------
Title: Senior Vice President
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Title: Vice President
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Title: Associate
FIRST UNION NATIONAL BANK
OF FLORIDA
By:
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Title:
THE FUJI BANK, LIMITED,
NEW YORK BRANCH
By:
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Title:
MELLON BANK N.A.
By: /s/ Xxxxxxxx X. Xxxx
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Title: Assistant Vice President
MIDLAND BANK PLC, NEW
YORK BRANCH
By: /s/ J.P. Bollington
-------------------------------------
Title: VP Multinationals
THE MITSUBISHI TRUST AND
BANKING CORPORATION
By:
-------------------------------------
Title:
NATIONSBANK, N.A.
By: /s/ Xxxxx X. Xxxxxx
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Title: Senior Vice President
