Exhibit 10.150
MODIFICATION NUMBER ONE
TO LOAN AGREEMENT
Wachovia Bank, National Association
000 Xxxxx Xxxxx Xxxxxx - XX0000
Xxxxxxxxxxxx, Xxxxxxx 00000
Hereinafter referred to as the "Bank")
Xxxx Security International, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxxx, Xxx Xxxxxx 00000
Xxxx Security Products, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxxx, Xxx Xxxxxx 00000
Individually and collectively "Borrower")
THIS AGREEMENT is entered into as of March 14, 2003 by and between Bank and
Borrower.
RECITALS
Bank is the holder of a Promissory Note executed and delivered by Borrower dated
October 31, 2002, in the original principal amount of $480,000.00 (the "Note")
and certain other loan documents, including without limitation, a Loan Agreement
dated October 31, 2002 (the "Loan Agreement");
Borrower and Bank have agreed to modify the terms of the Loan Agreement.
In consideration of Bank's continued extension of credit and the agreements
contained herein, the parties agree as follows:
AGREEMENT
MODIFICATIONS.
The paragraph of Loan Agreement entitled "Financial Covenants" is hereby amended
by deleting the subparagraph(s) entitled "Debt Service Coverage Ratio" and
adding the following in its place and stead:
Debt Service Coverage Ratio. Xxxx Security International, Inc. shall maintain a
Debt Service Coverage Ratio of no less than 1.05 to 1.00 at each yearend
12/31/2002 and 12/31/03, and a Debt Service Coverage Ratio of no less than 1.20,
at each fiscal yearend thereafter. "Debt Service Coverage Ratio" shall mean the
sum of net income before taxes plus depreciation plus amortization plus interest
expense plus noncash expense less noncash income divided by current maturities
of long-term debt plus current maturities of long-term leases plus interest
expense, for the same such twelve month period.
ACKNOWLEDGMENTS AND REPRESENTATIONS. Borrower acknowledges and represents that
this Note and other Loan Documents, as amended hereby, are in full force and
effect without any defense, counterclaim, right or claim of set-off; that, after
giving effect to this Agreement, no default or event that with the passage of
time or giving of notice would constitute a default under the Loan Documents has
occurred, all representations and warranties contained in the Loan Documents are
true and correct as of
this date, all necessary action to authorize the execution and delivery of this
Agreement has been taken; and this Agreement is a modification of an existing
obligation and is not a novation.
COLLATERAL. Borrower acknowledges and confirms that there have been no changes
in the ownership of any collateral pledged to secure the Obligations (the
"Collateral") since the Collateral was originally pledged; Borrower acknowledges
and confirms that the Bank has existing, valid first priority security interests
and liens in the Collateral; and that such security interests and liens shall
secure Borrower's Obligations to Bank, including any modification of this Note
or Loan Agreement, if any, and all future modifications, extensions, renewals
and/or replacements of the Loan Documents.
MISCELLANEOUS. This Agreement shall be construed in accordance with and governed
by the laws of the applicable state as originally provided in the Loan
Documents, without reference to that state's conflicts of law principles. This
Agreement and the other Loan Documents constitute the sole agreement of the
parties with respect to the subject matter thereof and supersede all oral
negotiations and prior writings with respect to the subject matter thereof. No
amendment of this Agreement, and no waiver of any one or more of the provisions
hereof shall be effective unless set forth in writing and signed by the parties
hereto. The illegality, unenforceability or inconsistency of any provision of
this Agreement shall not in any way affect or impair the legality,
enforceability or consistency of the remaining provisions of this Agreement or
the other Loan Documents. This Agreement and the other Loan Documents are
intended to be consistent. However, in the event of any inconsistencies among
this Agreement and any of the Loan Documents, the terms of this Agreement, and
then this Note, shall control. This Agreement may be executed in any number of
counterparts and by the different parties on separate counterparts. Each such
counterpart shall be deemed an original, but all such counterparts shall
together constitute one and the same agreement. Terms used in this Agreement
which are capitalized and not otherwise defined herein shall have the meanings
ascribed to such terms in this Note.
WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER BY
EXECUTION HEREOF AND BANK BY ACCEPTANCE HEREOF, KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT, THE LOAN DOCUMENTS OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN
CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY WITH RESPECT
HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO BANK TO ACCEPT THIS
AGREEMENT.
BORROWER AND BANK AGREE THAT THEY SHALL NOT HAVE A REMEDY OF PUNITIVE OR
EXEMPLARY DAMAGES AGAINST THE OTHER IN ANY DISPUTE AND HEREBY WAIVE ANY RIGHT OR
CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY HAVE NOW OR WHICH MAY ARISE IN THE
FUTURE IN CONNECTION WITH ANY DISPUTE WHETHER THE DISPUTE IS RESOLVED BY
ARBITRATION OR JUDICIALLY.
IN WITNESS WHEREOF, the undersigned have signed and sealed this Agreement the
day and year first above written.
Xxxx Security International, Inc.
By: /s/ Xxxxx X. Xxxxxxx, Xx. (SEAL)
Xxxxx X. Xxxxxxx, Xx., Chairman/President
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Xxxx Security Products, Inc.
By: /s/ Xxxxx X. Xxxxxxx, Xx. (SEAL)
Xxxxx X. Xxxxxxx, Xx., Chairman/President
Wachovia Bank, National Association
By: /s/ Xxxxxx Xxxxxx (SEAL)
Xxxxxx Xxxxxx, Vice President
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