Exhibit 10.159
Amendment to Credit Agreement
This agreement is dated as of April 27, 2004, to be effective as of March 31,
2004 by and between Xxxx Security International, Inc. (the "Borrower") and Bank
One, NA, with its main office in Chicago, IL (the "Bank"), and its successors
and assigns.
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, the following provisions under
Section 5.2, subsections L. and M. are hereby amended and restated to
read as follows:
L. Debt Service Coverage Ratio. Permit as of each fiscal quarter end, its
ratio of net income, plus interest expense, amortization expense and
depreciation expense, plus income taxes, minus Distributions, for the
preceding full twelve month period to current maturities of long term
debt, plus current maturities of long term leases, plus interest
expense, for the same such period to be less than the following ratios
for the following periods: for the period January 1, 2004 through
March 31, 2004, 1.05 to 1.00; for the period April 1, 2004 through
June 30, 2004, 1.03 to 1.00; for the period July 1, 2004 through
September 30, 2004, 1.05 to 1.00; and for the period October 1, 2004
through December 31, 2004 and thereafter 1.05 to 1.00.
M. Liquidity. Permit at any time its total of unencumbered cash, and
marketable securities, to be less than $5,000,000.00.
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.
Borrower:
Xxxx Security International, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx Treasurer
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Printed Name Title
Date Signed: 5/3/04
Bank:
Bank One, N.A., with its main office in Chicago, IL
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx First Vice-President
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Printed Name Title
Date Signed: 5/4/04
