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EXHIBIT 10
GENERAL ELECTRIC CAPITAL CORPORATION
00 Xxxxx XxXxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
October 27, 1997
Pegasus Partners, L.P.
and
Pegasus Related Partners, L.P.
00 Xxxxx Xxxx
Xxx Xxx, Xxxxxxxxxxx 00000
Gentlemen:
Reference is made to the Credit Agreement dated as of October 24, 1997 (as
amended, restated, supplemented or otherwise modified, the "Credit Agreement")
among Code-Alarm, Inc., certain specified affiliates of Code-Alarm, Inc.
signatory thereto, the lenders from time to time signatory thereto and General
Electric Capital Corporation as agent for the lenders thereunder. Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
them in the Credit Agreement.
We hereby agree to furnish to each of you prompt written notice (an
"Acceleration Notice") in the event that all or any portion of the Obligations
are accelerated.
Further, we hereby agree that upon and at any time following an acceleration
of any Obligations (irrespective of whether an Acceleration Notice is furnished
in connection therewith) we shall upon your request sell, assign, transfer and
convey to you (or your designee(s)), or to the extent applicable shall cause to
be sold, assigned, transferred and conveyed to you (or your designee(s)), all
rights, title, interests, remedies, powers and duties of the Agent and the
Lenders in, under and to the Loan Documents (other than the GECC Warrant
Documents), Collateral, Loans, Obligations (other than Obligations relating
exclusively to the GECC Warrant Documents) and Commitments, provided, that (i)
our obligations under this letter agreement shall expire on the sixty-first day
following the date we furnish
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Pegasus Partners, L.P. 2 October 27, 1997
and
Pegasus Related Partners, L.P.
to you an Acceleration Notice, (ii) the purchase price payable in connection
with such conveyance shall be 100% of the then outstanding Obligations (other
than Obligations relating exclusively to the GECC Warrant Documents) and your
assumption of 100% of the then outstanding Commitments, if any, and (iii) such
conveyance shall be made pursuant to an Assignment Agreement substantially in
the form of Exhibit 9.1(a) to the Credit Agreement as in effect on the date
hereof and such other documentation as you or we shall reasonably deem
appropriate to effect such conveyance.
Nothing herein shall be deemed to modify any term, provision or condition set
forth in the Limited Supplemental Guaranty or the Limited Litigation Guaranty,
each dated as of October 24, 1997 among GECC, Pegasus Partners, L.P. and
Pegasus Related Partners, L.P., or operate as a defense to any obligation of
any guarantor under either such guarantee.
This letter agreement shall be governed by and construed and enforced in
accordance with the Laws of the State of New York applicable to contracts made
and performed in such state.
Very truly yours,
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxxxx X. Xxx Xxxx
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Name: Xxxxxxx X. Xxx Xxxx
Title: Duly Authorized Signatory
Acknowledged and Agreed:
CODE-ALARM, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: VP Finance & CFO
