EXHIBIT 10(N)
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED
REVOLVING CREDIT SECURITY AGREEMENT
This Second Amendment to Second Amended and Restated Revolving Credit
and Security Agreement (the "Amendment") is made this 5th day of December, 2006,
by and among COMPUDYNE CORPORATION, a Nevada corporation ("CompuDyne"), TIBURON,
INC., a Virginia corporation (formerly known as Compudyne - Public Safety &
Justice, Inc., a Virginia corporation) ("Tiburon"), XXXXXXX SECURITY GROUP,
INC., a Delaware corporation ("Xxxxxxx"), NORSHIELD CORPORATION, an Alabama
corporation ("Norshield"), FIBER SENSYS, LLC, a Delaware limited liability
company ("Fiber"), COMPUDYNE - INTEGRATED ELECTRONICS DIVISION, LLC, a Delaware
limited liability company ("CompuDyne Integrated"), CORRLOGIC, LLC, a Delaware
limited liability company ("CorrLogic"), XANALYS CORPORATION, a Delaware
corporation ("Xanalys"), and SIGNAMI DCS, LLC, a Delaware limited liability
company ("Signami") (CompuDyne, Tiburon, Xxxxxxx, Norshield, Fiber, CompuDyne
Integrated, CorrLogic, Xanalys and Signami, each a "Borrower", and collectively
"Borrowers"), the financial institutions which are now or which hereafter become
a party hereto (collectively, the "Lenders" and individually a "Lender") and PNC
BANK, NATIONAL ASSOCIATION ("PNC"), as agent for Lenders (PNC, in such capacity,
the "Agent").
BACKGROUND
A. On December 19, 2005, Borrowers, Lenders and Agent entered into,
inter alia, a certain Second Amended and Restated Revolving Credit and Security
Agreement (as same has been or may be amended, modified, renewed, extended,
replaced, or substituted from time to time, the "Loan Agreement"), to reflect
certain financing arrangements between the parties thereto. The Loan Agreement
and all other documents executed in connection therewith are collectively
referred to as the "Existing Financing Agreements." All capitalized terms not
otherwise defined herein shall have the meaning ascribed thereto in the Loan
Agreement. In the case of a direct conflict between the provisions of the Loan
Agreement and the provisions of this Amendment, the provisions hereof shall
prevail.
B. The Borrowers have requested and the Agent and the Lenders have
agreed to modify the Loan Agreement.
C. The parties have agreed, subject to the terms and conditions of this
Amendment, to modify and amend the Loan Agreement.
NOW THEREFORE, WITH THE FOREGOING BACKGROUND HEREINAFTER DEEMED INCORPORATED BY
REFERENCE HEREIN AND MADE PART HEREOF, THE PARTIES HERETO, INTENDING TO BE
LEGALLY BOUND, PROMISE AND AGREE AS FOLLOWS:
Amendment to Loan Agreement. Upon the Effective Date, the Loan
Agreement shall be amended by deleting the definition of "Revolving Interest
Rate" and replacing same as follows:
"REVOLVING INTEREST RATE" SHALL MEAN AN INTEREST RATE PER
ANNUM EQUAL TO (A) THE ALTERNATE BASE RATE WITH RESPECT TO DOMESTIC RATE LOANS
AND (B) THE SUM OF THE EURODOLLAR RATE PLUS TWO PERCENT (2.00%) WITH RESPECT TO
EURODOLLAR RATE LOANS.
Omnibus Amendment to Loan Agreement and Other Documents.
Borrowers hereby confirm and acknowledge that any and all references in the Loan
Agreement and the Other Documents to Compudyne - Public Safety & Justice, Inc.
shall mean and include Tiburon, Inc., a Virginia corporation.
Reaffirmation. Each Borrower hereby:
reaffirms all representations and warranties made to
Agent and Lenders under the Loan Agreement and all of the other Existing
Financing Agreements and confirms that all are true and correct in all material
respects as of the date hereof (except to the extent any such representations
and warranties specifically relate to a different date, in which case such
representations and warranties shall be true and correct in all material
respects on and as of such other specific date);
reaffirms all of the covenants contained in the Loan
Agreement, covenants to abide thereby until all Advances, Obligations and other
liabilities of Borrowers to Agent and Lenders under the Loan Agreement of
whatever nature and whenever incurred, are satisfied and/or released by Agent
and Lenders; and
Except as modified by the terms hereof, all of the
other terms and conditions of the Loan Agreement, as amended, and all other of
the Existing Financing Agreements are hereby reaffirmed and shall continue in
full force and effect as therein written.
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Representations and Warranties. Each Borrower hereby:
represents and warrants that no Default or Event of
Default has occurred and is continuing under any of the Existing Financing
Agreements;
except as modified hereby, represents and warrants that
it has the authority and legal right to execute, deliver and carry out the terms
of this Amendment, that such actions were duly authorized by all necessary
corporate or limited liability company action and that the officers executing
this Amendment on its behalf were similarly authorized and empowered, and that
this Amendment does not contravene any provisions of its articles of
incorporation or by-laws, or certificate of formation or operating agreement, as
applicable, or other formation documents, or of any contract or agreement to
which it is a party or by which any of its properties are bound; and
represents and warrants that this Amendment and all
assignments, instruments, documents, and agreements executed and delivered in
connection herewith, are valid, binding and enforceable in accordance with their
respective terms.
Conditions Precedent/Effectiveness Conditions. This Amendment
shall be effective upon satisfaction of the following conditions precedent
("Effective Date") (all documents to be in form and substance satisfactory to
Agent and Agent's counsel):
Agent shall have received this Amendment fully executed
by Borrowers; and
Agent shall have received such other agreements,
documents or information as requested by Agent in its sole discretion.
Further Assurances. Each Borrower hereby agrees to take all
such actions and to execute and/or deliver to Agent and Lenders all such
documents, assignments, financing statements and other documents, as Agent and
Lenders may reasonably require from time to time, to effectuate and implement
the purposes of this Amendment.
Payment of Expenses. Borrowers shall pay or reimburse Agent
and Lenders for its reasonable attorneys' fees and expenses in connection with
the preparation, negotiation and execution of this Amendment and the documents
provided for herein or related hereto.
Confirmation of Obligations. Borrowers' confirm and
acknowledge that as of the close of business on November 27, 2006, the
outstanding Obligations consist of (i) $0 of Revolving Advances, (ii) issued and
outstanding Letters of Credit in the Maximum Undrawn Amount equal to
$3,169,035.61 and (iii) all fees, costs and expenses incurred to date in
connection with the Loan Agreement and the Other Loan Documents.
Miscellaneous.
Third Party Rights. No rights are intended to be created
hereunder for the benefit of any third party donee, creditor, or incidental
beneficiary.
Headings. The headings of any paragraph of this
Amendment are for convenience only and shall not be used to interpret any
provision hereof.
Modifications. No modification hereof or any
agreement referred to herein shall be binding or enforceable unless in writing
and signed on behalf of the party against whom enforcement is sought.
Governing Law. The terms and conditions of this Amendment
shall be governed by the laws of the Commonwealth of Pennsylvania.
Counterparts. This Amendment may be executed in any
number of counterparts and by facsimile, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered by their duly authorized officers as of the date first
above written.
COMPUDYNE CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxxx X. Xxxxxxxxxx
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Title: Chief Financial Officer, Treasurer
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TIBURON, INC.
By: /s/ Xxxxxxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxxx
--------------------------------------
Title: Treasurer, Vice President
-------------------------------------
NORSHIELD CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxxx
--------------------------------------
Title: Treasurer, Vice President
-------------------------------------
FIBER SENSYS, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxxx
--------------------------------------
Title: Treasurer, Vice President
-------------------------------------
COMPUDYNE -
INTEGRATED ELECTRONICS DIVISION, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxxx
--------------------------------------
Title: Vice President
-------------------------------------
[Signature Page 1 of 2 (Second Amendment To Second Amended And Restated
Revolving Credit Security Agreement)]
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CORRLOGIC, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxxx
--------------------------------------
Title: Treasurer, Vice President
-------------------------------------
XXXXXXX SECURITY GROUP, INC.
By: /s/ Xxxxxxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxxx
--------------------------------------
Title: Treasurer, Vice President
-------------------------------------
XANALYS CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxxx
--------------------------------------
Title: Treasurer, Vice President
-------------------------------------
SIGNAMI DCS, LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxxx
--------------------------------------
Title: Vice President
-------------------------------------
PNC BANK, NATIONAL ASSOCIATION,
as Lender and as Agent
By: /s/ Xxxxx X. Xxxxxxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxxxxxx, Vice President
[Signature Page 2 of 2 (Second Amendment To Second Amended And Restated
Revolving Credit Security Agreement)]
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