Exhibit 99B
SECOND AMENDMENT TO CREDIT AGREEMENT PNC BANK
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is
made as of April 22, 2002, by and among COMPUDYNE CORPORATION (the
"Borrower"), the GUARANTORS party to this Amendment and the Credit
Agreement referred to below, the BANKS party to this Amendment and the
Credit Agreement referred to below and PNC BANK, NATIONAL ASSOCIATION,
in its capacity as agent for the Banks under the Credit Agreement
referred to below (hereinafter referred to in such capacity as the
"Agent").
WITNESSETH:
WHEREAS, reference is made to (i) that certain Credit Agreement
dated November 16, 2001, as amended by that First Amendment to Credit
Agreement dated December 19, 2001 (as further amended, restated,
supplemented or modified from time to time) by and among the Borrower,
the Guarantors party thereto, the Banks party thereto and the Agent
(the "Credit Agreement") pursuant to which the Banks made available to
the Borrower a $20,000,000 revolving credit facility (including a
$3,000,000 letter of credit subfacility (the "LOC Subfacility") and a
$5,000,000 term loan, and (ii) those Notes of the Borrower evidencing
its obligations under the Credit Agreement and the Loan Documents,
comprised of a $3,000,000 Amended and Restated Term Note, a $12,000,000
Amended and Restated Revolving Credit Note, a $2,000,000 Term Note and
a $8,000,000 Revolving Credit Note (collectively, the "Notes") the
obligation; and
WHEREAS, the Borrower, the Guarantors, the Banks and the Agent
desire to amend the Credit Agreement to (i) increase the aggregate
principal amount of the Revolving Credit Commitments of the Banks to
$30,000,000 and (ii) to increase the LOC Subfacility limit available to
the Borrower thereunder and to provide specific provisions to govern a
direct-pay letter of credit to be issued by the Agent for the Banks on
the account of the Borrower for the benefit of its subsidiary, Xxxxxxx
Security Group, Inc., as provided for below.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and intending to be legally bound hereby, the parties hereto
agree as follows:
1. The Credit Agreement is amended as set forth in Exhibit A. Any
and all references to the Credit Agreement in any of the Loan
Documents shall be deemed to refer to the Credit Agreement as
amended hereby. Any initially capitalized terms used in this
Amendment without definition shall have the meanings assigned
to those terms in the Credit Agreement.
2. This Amendment is deemed incorporated into each of the Loan
Documents. To the extent that any term or provision of this
Amendment is or may be deemed expressly inconsistent with any
term or provision in any Loan Document, the terms and provisions
hereof shall control.
3. The Borrower and the Guarantors hereby represent and warrant
that (a) all of their respective representations and warranties
in the Loan Documents are true and correct, (b) no default or
Event of Default exists under any Loan Document, and (c) this
Amendment has been duly authorized, executed and delivered and
constitutes their legal, valid and binding obligations,
enforceable in accordance with its terms.
4. The Borrower and the Guarantors hereby confirm that any
collateral for the Obligations, including but not limited to
liens, security interests, mortgages, and pledges granted by
the Borrower, the Guarantors or third parties (if applicable),
shall continue unimpaired and in full force and effect. Without
limiting the generality or comprehensiveness of the foregoing,
the Guarantors specifically ratify and affirm the continuing
validity, enforceability and binding effect of their respective
guaranty agreements executed and delivered to the Agent on behalf
of the Banks with respect to Borrower's Obligations under the
Credit Agreement as amended and increased by this Amendment.
5. This Amendment may be signed in any number of counterpart copies
and by the parties hereto on separate counterparts, but all such\
copies shall constitute one and the same instrument.
6. This Amendment will be binding upon and inure to the benefit of
the Borrower, the Guarantors, the Banks and the Agent and their
respective heirs, executors, administrators, successors and
assigns.
7. The following are conditions precedent to the Banks' agreement
to effect the amendments to the Credit Agreement set forth
herein:
(a) The Borrower shall pay a facility fee to the Banks in the
amount of $50,000 to be divided equally between the Banks.
(b) The Borrower shall reimburse the Agent for its out of
pocket fees and expenses incurred in connection with this
Amendment, including, without limitation, its attorney
fees and expenses.
(c) The Borrower and the Guarantor shall execute such amended
and restated notes, reaffirmation documents and other
documents, instruments and agreements that the Agent may
request in order to evidence, ratify and affirm its
obligations under the Credit Agreement and the other Loan
Documents and the security interests, liens and pledges
effected thereby.
(d) The Banks shall have received such updated financial
projections with updates for Tiburon, Inc. in form,
substance and result acceptable to the Banks in their
sole discretion. In the event the Tiburon sale has not
been consummated on or before June 1, 2002, the Revolving
Credit Commitments shall, automatically and without
necessity of notice or other actions by the Bank, be
reduced to the pre-amendment levels.
(e) The Banks shall receive the following: (i) a perfected
first lien mortgage on, and security interest in, the
real property, improvements and personal property being
financed with the proceeds of the bonds for which the
below described letter of credit is being provided,
located at 0000 Xxxxxxxx Xxxxx Xxxx, Xxxxxxxxxx, Xxxxxxx;
and (ii) such opinions of bond counsel and
Borrower/Guarantor counsel as the Banks may require.
8. Except as amended hereby, the terms and provisions of the Loan
Documents remain unchanged and in full force and effect. Except
as expressly provided herein, this Amendment shall not constitute
an amendment, waiver, consent or release with respect to any
provision of any Loan Document, a waiver of any default or Event
of Default thereunder, or a waiver or release of any of the
Bank's rights and remedies (all of which are hereby reserved).
The Borrower expressly ratifies and confirms the confession of
judgment and waiver of jury trial provisions (if applicable).
[SIGNATURE PAGES IMMEDIATELY FOLLOW]
WITNESS the due execution hereof as a document under seal, as of the
date first written above.
COMPUDYNE CORPORATION, QUANTA SYSTEMS CORPORATION,
a Nevada corporation a Connecticut corporation
/s/ Xxxxxxxx X. Xxxxxxxxxx /s/ Xxxxxx X. Xxxxxxx
By:------------------ By:--------------------
Title: Chief Financial Officer Title: Chairman
and Treasurer
CORRLOGIC, INC., SYSCO SECURITY SYSTEMS, INC.,
a Nevada corporation a Nevada corporation
/s/ Xxxxxxxx X. Xxxxxxxxxx /s/ Xxxxxxxx X. Xxxxxxxxxx
By:------------------ By:---------------------
Title: Vice President Title: Vice President
FIBER SENSYS, INC., PNC BANK, NATIONAL ASSOCIATION,
an Oregon corporation as a Bank and as Agent
/s/ Xxxxxxxx X. Xxxxxxxxxx /s/ Xxxxxx X. Xxxxxxxx
By:------------------ By:---------------------
Title: Vice President Title: Vice President
NEW TIBURON, INC., SUNTRUST BANK
a Virginia corporation
/s/ Xxxxxxxx X. Xxxxxxxxxx /s/ Xxx Xxxxxxx
By:------------------ By:---------------------
Title: Vice President Title: Assistant Vice President
XXXXXXX SECURITY GROUP, INC., NORSHIELD CORPORATION,
a Delaware corporation an Alabama corporation
/s/ Xxxxxxxx X. Xxxxxxxxxx /s/ Xxxxxxxx X. Xxxxxxxxxx
By:------------------ By:--------------------
Title: Vice President Title: Vice President
AMENDMENTS TO CREDIT AGREEMENT
EXHIBIT A
The Credit Agreement is hereby amended as follows:
I. Background to Amendment
The Borrower, the Guarantors, the Banks and the Agent desire to
amend the Credit Agreement to (i) increase the aggregate Revolving
Credit Commitments of the Banks to $30,000,000 and (ii) increase the
LOC Subfacility limit available to the Borrower from $3,000,000 to
$6,000,000 and to provide specific provisions to govern a direct-pay
letter of credit to be issued by the Agent for the Banks on the account
of Borrower for the benefit of its subsidiary, Xxxxxxx Security Group,
Inc.
II. Credit Agreement Amendments
a) The definition of "Leverage Ratio" set forth in Section 1.1
is deleted and restated in its entirety as follows:
"Leverage Ratio shall mean the ratio of (x) consolidated
Indebtedness for borrowed money, capital leases, Guaranties of borrowed
money and reimbursement obligations in respect of letters of credit of
the Borrower and its Subsidiaries (but excluding reimbursement
obligations under letters of credit No. S243626SCP and No. S247779SCP
issued by the Agent for the benefit of Xxxxxxx Security Group, Inc.
and other letters of credit approved and issued by the Bank on behalf
of any of the Loan Parties supporting obligations under revenue bond
issues that are reflected as liabilities on the Borrower's consolidated
financial statements) to (y) EBITDA."
b) The definition of "Fixed Charges" set forth in Section 1.1
is deleted and restated in its entirety as follows:
"Fixed Charges" shall mean for any period of determination the
sum of interest expense and scheduled principal installments (including
as a principal installment the stepdown in the Revolving Credit
Commitments set forth on Schedule 1.1(B)) on Indebtedness (as adjusted
for prepayments) for the prior four (4) fiscal quarters in each case of
the Borrower and its Subsidiaries for such period determined and
consolidated in accordance with GAAP.
c) A new definition of "Liquidity Period" is added to Section
1.1 in alphabetical order, as follows:
"Liquidity Period" shall mean, with respect to the Second Xxxxxxx
Letter of Credit the period beginning on the date of the issuance
by the Agent of the Second Xxxxxxx Letter of Credit and terminating on
the first to occur of (i) the date the Second Xxxxxxx Letter of Credit
terminates in accordance with its terms, (ii) the first date on which
there are no longer any Norment Bonds outstanding other than Norment
Bonds secured by an alternate letter of credit, or (iii) the date the
Liquidity Period is terminated pursuant to Section 9.2.1."
d) Subsection 2.8.1 is deleted and restated in its entirety as
follows:
"Borrower may request the issuance of a letter of credit (each a
"Letter of Credit") on behalf of itself or another Loan Party by
delivering to the Agent a completed application and agreement for
letters of credit in such form as the Agent may specify from time to
time by no later than 10:00 a.m., Pittsburgh time, at least three (3)
Business Days, or such shorter period as may be agreed to by the Agent,
in advance of the proposed date of issuance. Except for the Second
Xxxxxxx Letter of Credit (as defined in Subsection 2.8.10, below), each
Letter of Credit shall be either a Standby Letter of Credit or a
Commercial Letter of Credit. Subject to the terms and conditions hereof
and in reliance on the agreements of the other Banks set forth in this
Section 2.8, the Agent will issue a Letter of Credit provided that each
Letter of Credit shall (A) have a maximum maturity of thirty-six (36)
months from the date of issuance, and (B) in no event expire later than
ten (10) Business Days prior to the Expiration Date and providing that
in no event shall (i) the Letter of Credit Outstanding exceed, at any
one time, $6,000,000 or (ii) the Revolving Facility Usage exceed, at
any one time, the Revolving Credit Commitments. The Existing Letters
of Credit will be cancelled on the Closing Date or replaced by Letters
of Credit. The Existing Letters of Credit are not "Letters of Credit"
hereunder, but the Second Xxxxxxx Letter of Credit constitutes a
"Letter of Credit" hereunder (subject to the provisions of Subsection
2.8.10)."
e) A new Subsection 2.8.10 is added, as follows:
"2.8.10. Special Provisions for Second Xxxxxxx Letter of Credit.
2.8.10.1 The Loan Parties hereby request the issuance, as a
Letter of Credit under the Letter of Credit Subfacility provided in
this Section 2.8, of an Irrevocable Letter of Credit (No. S247779SCP)
in the face amount of $3,547,945, representing a principal component
of $3,500,000 and an interest component of $47,945 based upon 50 days'
interest at an assumed maximum rate of 10% per annum, for the benefit
of Xxxxxxx Security Group, Inc. dated April 22, 2002 (the "Second
Xxxxxxx Letter of Credit") in favor of Regions Bank, as trustee (the
Trustee") to support $3,500,000 of Industrial Development Revenue Bonds
(Xxxxxxx Security Group, Inc. Project) Series 2002 (the "Norment Bonds")
issued by The Industrial Development Board of the City of Xxxxxxxxxx
(the "Issuer") pursuant to a Trust Indenture between the Trustee and
the Issuer dated as of April 1, 2002 (the "Trust Indenture"). The
Second Xxxxxxx Letter of Credit shall be in the form, and be governed
by the terms of, the letter of credit attached hereto as Exhibit
2.8.10.1 and such Exhibit and the provisions of this Subsection 2.8.10
shall control with respect to the Second Xxxxxxx Letter of Credit and
the Loan Parties Obligations relating thereto. In the event of a
conflict between the terms and provisions applicable to the Second
Xxxxxxx Letter of Credit by virtue of this Subsection 2.8.10, and any
other provisions of this Agreement or the other loan documents,
Subsection 2.8.10 shall control. All capitalized terms used in this
Subsection 2.8.10 and not otherwise defined shall have the meaning
ascribed to such terms in the Second Xxxxxxx Letter of Credit.
The Second Xxxxxxx Letter of Credit shall be effective on its
date of issuance and shall expire at 5:00 p.m. on the Stated
Termination Date. On or prior to the Stated Termination Date and on
each anniversary date thereafter, the Agent may, upon the written
request of the Borrower given to the Agent not more than one hundred
twenty (120) days nor less than sixty (60) days prior to such
anniversary date, elect, at its sole option, to extend the Stated
Termination Date with respect to the Second Xxxxxxx Letter of Credit
for one additional year, it being understood that the Agent shall have
no obligation to grant any such extension. Any such extension shall be
subject to the mutual agreement of the Borrower and the Agent as to
any fees to be applicable to the period of extension.
2.8.10.2 The Borrower hereby agrees to pay or cause to be
paid to the Agent on behalf of the Banks with respect to draws by the
Trustee under the Second Xxxxxxx Letter of Credit:
(i) a sum equal to each amount drawn under the Second
Xxxxxxx Letter of Credit by an Interest Draft, on the same Business
Day that such draw is honored, but not before the draw is honored;
(ii) a sum equal to each amount drawn against the Interest
Component of the Letter of Credit Amount by a Tender Draft (A)
in the case of any such amount drawn on an Interest Payment Date (as
defined in the Trust Indenture) of the Norment Bonds being purchased
with the proceeds of such Tender Draft, the same Business Day that
such draw is honored but not before the draw is honored, and (B) in
all other cases, on the first to occur of (1) the first Business Day
of the first calendar month following the calendar month in which such
draw is honored, (2) the date on which the Norment Bonds purchased with
the proceeds of such Tender Draft are remarketed by the then current
remarketing agent for the Norment Bonds (the "Remarketing Agent") and
the proceeds thereof delivered to the Trustee, (3) the date on which
the Norment Bonds purchased with the proceeds of such Tender Draft are
redeemed or otherwise paid in full, or (4) the date the Liquidity
Period terminates;
(iii) a sum equal to each amount drawn against the Principal
Component of the Letter of Credit Amount by a Tender Draft, on the
first to occur of (A) the date on which the Norment Bonds purchased
with the proceeds of such Tender Draft are remarketed by the
Remarketing Agent and the proceeds thereof are delivered to the
Trustee, (B) the date on which the Norment Bonds purchased with the
proceeds of such Tender Draft are redeemed or otherwise paid in full,
or (C) the date the Liquidity Period terminates; and
(iv) a sum equal to each amount drawn under the Xxxxxxx
Letter of Credit by a Redemption Draft, on the same Business Day after
such draw is honored.
All sums payable to the Agent and the Banks under this Subsection
2.8.10.2 shall bear interest, from the date the corresponding draw is
honored under the Second Xxxxxxx Letter of Credit until such sums are
paid in full (it being understood and agreed that any sum paid to the
Agent after 12:00 noon, Pittsburgh time, on a Business Day shall bear
interest as if it was paid at 9:00 a.m. on the next following Business
Day), at a rate equal to the Base Rate Option plus Applicable Margin.
Interest accruing pursuant to this Subsection 2.8.10.2 shall be due and
payable on the first Business Day of each calendar month after the date
the corresponding draw is honored under the Second Xxxxxxx Letter of
Credit and on the date the respective sum is paid.
2.8.10.3 The Second Xxxxxxx Letter of Credit shall be subject
to reinstatement, reduction and transfer as set forth therein.
2.8.10.4 Without the prior written consent of the Required
Banks, the Borrower shall not redeem, or give any notice under
the Trust Indenture or any other document relating to the Norment
Bonds of its intention to redeem any of the Norment Bonds pursuant
to the optional redemption provisions thereof, if the Trustee would
be permitted or required under the Indenture to draw under the Second
Xxxxxxx Letter of Credit for the purpose of obtaining funds to effect
such redemption.
Notwithstanding the foregoing, unless otherwise directed to the
contrary by the Agent with the approval of the Required Banks, on each
April 1 (or on the first Business Day following April 1 if April 1 is
not a Business Day) commencing April 1, 2003, the Borrower shall cause
to be redeemed pursuant to rights of optional redemption under the
Trust Indenture, or otherwise cause to be retired ,that aggregate
principal amount of Norment Bonds for each such date as is set forth
in Schedule 2.8.10.4 attached hereto and made a part hereof, until
such time as no Norment Bonds remain outstanding under the Trust
Indenture (it being understood and agreed by the Borrower that any
specification of Norment Bond redemption requirements in said Schedule
2.8.10.4 for any period after the stated expiration date of the Second
Xxxxxxx Letter of Credit shall in no manner be construed as an
indication of the Agent's of any Bank's willingness to extend such
expiration date, any such extension being in the sole and absolute
discretion of the Agent and the Banks, as the case may be).
2.8.10.5 The Borrower will obtain the consent of the
Required Banks whenever the consent of the Trustee is required to be
obtained under the Indenture or any document, instrument or agreement
relating to the Norment Bonds (the "Norment Bond Documents"). The
Borrower will not consent to or enter into any amendment of or
supplement to the Norment Bond Documents without the consent of the
Required Banks.
2.8.10.6 (a) To secure the Borrower's obligations to the
Banks under this Agreement with respect to the Second Xxxxxxx Letter
of Credit (as well as all other Letters of Credit issued hereunder),
the Borrower hereby pledges and assigns to the Agent on behalf of
the Banks, and grants to the Agent on behalf of the Banks, a security
interest in, all of the Borrower's right, title and interest, now
owned or hereafter acquired, in and to any and all Norment Bonds
which (a) have been tendered for purchase pursuant to tender option
provisions of the Norment Bonds and the Trust Indenture (or under any
other provision of any indenture related to any other Letter of
Credit), and (b) have not been successfully remarketed by the
Remarketing Agent prior to 11:00 a.m. on the date of purchase thereof
pursuant to such tender (collectively, the "Unremarketed Tendered
Bonds") (together with all income therefrom and proceeds thereof)
purchased pursuant to the Trust Indenture with the proceeds of a Tender
Draft presented under the Second Xxxxxxx Letter of Credit for which
neither (i) full reimbursement has been made to the Agent on behalf of
the Banks, nor (ii) the Trustee holds sufficient funds which, pursuant
to the Trust Indenture (or other indenture), the Trustee (or other
trustee) is required to apply on behalf of the Borrower to reimburse
the Bank in full for such Tender Draft on the date such Tender Draft
is paid by the Agent. Such Unremarketed Tendered Bonds shall be,
and are hereby, pledged to the Agent as agent for the Banks,
registered in its name as pledgee of the Borrower and delivered to
and held by the Trustee or tender agent as agent for the Agent on
behalf of the Banks under this Subsection 2.8.10.6 or, at the option of
the Agent on behalf of the Banks by written notice to the Borrower and
the Trustee, the pledged Unremarketed Tendered Bonds specified in such
notice shall be delivered to and held by the Agent on behalf of the
Banks; provided that, if such pledged Unremarketed Tendered Bonds are
held in uncertificated form pursuant to an agreement with the
Depository Trust Company, or a successor securities depository, then
such pledge to the Banks shall be recorded in the registration books
maintained by the Trustee and in the records of ownership maintained
by the securities depository and any participant through which such
Pledged Bonds are held. Unremarketed Tendered Bonds which are so
pledged and held by the Trustee or tender agent as agent for the Agent
on behalf of the Banks are herein referred to as "Pledged Bonds".
(b) Any principal of and interest on Pledged Bonds which
become due and payable (including any due bills received upon
purchase thereof pursuant to the record date provisions of the Trust
Indenture or the Bonds) shall be paid to the Agent on behalf of the
Banks. All sums of money so paid to the Agent in respect of Pledged
Bonds shall be credited against the obligation of the Borrower to
reimburse the Agent on behalf of the Banks, with interest, for the
amount drawn with a Tender Draft to fund the purchase of such Pledged
Bonds pursuant to the Trust Indenture.
(c) If the Borrower pays or causes to be paid in full
its obligation under Subsection 2.8.10.2 for the reimbursement of the
amount (or allocable portion thereof) drawn with a Tender Draft to fund
the purchase of Pledged Bonds pursuant to Section 303 of the Trust
Indenture (or if the Trustee has received immediately available funds
which, pursuant to Section 406(d) of the Trust Indenture, the Trustee
is required to pay over promptly to the Agent in an amount sufficient
to pay the Borrower's reimbursement obligation under Subsection
2.8.10.2 with respect to the amount drawn with such Tender Draft to
fund the purchase of such Pledged Bonds), and provided no Event of
Default has occurred and is continuing, the Agent will release from
the pledge of this Agreement and will deliver, or cause its agent to
deliver, such Pledged Bonds to such person or persons as the Trustee
or the Borrower may direct. An amount equal to the principal of, plus
accrued interest on, such Pledged Bonds shall be presumed (absent
notice to the contrary) to be an "amount sufficient" for purposes of
this Subsection 2.8.10.6 (c) and, upon receipt of such amount by the
Trustee for payment to the Agent as aforesaid, the Trustee shall be
automatically authorized to deliver such Pledged Bonds as aforesaid
free from the pledge of this Agreement, unless the Trustee has received
from the Agent written notice or telephonic notice (which shall
thereafter be confirmed in writing) that such release shall not occur.
(d) Neither the Agent nor the Banks shall be liable for
failure to collect or realize upon the obligations secured by the
Pledged Bonds or any collateral security or guarantee therefor, or any
part thereof, or for any delay in so doing, and neither the Agent nor
the Banks shall be under any obligation to take any action whatsoever
with regard thereto.
(e) The Borrower represents and warrants to the Agent
and the Banks that the pledge, assignment and delivery of Pledged Bonds
pursuant to this Section 2.8.10.6 will create a valid first lien on and
a first-perfected security interest in, all right, title and interest
of the Borrower in and to the Pledged Bonds, and the proceeds thereof.
The Borrower covenants and agrees that it will defend the Agent's and
the Banks' right, title and security interest in and to the Pledged
Bonds and the proceeds thereof against the claims and demands of all
persons. In addition to its other rights and remedies under this
Agreement and the Norment Bond Documents, the Agent, acting as agent
for the Banks, shall have the rights and remedies of a secured party
under the Uniform Commercial Code or other applicable law with respect
to the security interests created by this Subsection."
f) Section 8.2.5 is amended by adding the following clause
to the end of the Section:
"; and further provided that Borrower may issue up to $200,000 of
its preferred stock in exchange for the preferred stock of Tiburon,
Inc. and may accrue and, so long as no Event of Default has occurred
and is continuing, pay dividends thereon at a rate not exceeding 6%
per annum, and may redeem the same in cash or common stock of the
Borrower."
g) Section 3(A) of Section 8.2.6 is deleted and restated in
its entirety as follows:
"(3) the Consideration paid by the Loan Parties for all Permitted
Acquisitions made during the current fiscal year of the Loan Parties
shall not exceed the following limits:
(A) for the cash portion of Consideration in Permitted
Acquisitions: $5,000,000 in any fiscal year and $10,000,000 in the
aggregate after the Closing Date, except that the cash portion of the
Consideration for the acquisition by Borrower of the capital stock of
Tiburon, Inc. may be up to $13,000,000, so long as all other conditions
of this Section are fulfilled, which may be funded by Revolving Credit
Loans and shall not be counted against the foregoing limits;"
h) Subsection 9.2.1 is deleted and restated in its entirety
as follows:
"9.2.1 Events of Default Other Than Bankruptcy, Insolvency
or Reorganization Proceedings.
If an Event of Default specified under Sections 9.2.1
through 9.2.13 shall occur and be continuing, the Banks and the Agent
shall be under no further obligation to make Loans or issue Letters of
Credit, or make any Swing Line Loans, as the case may be, and the Agent
may, and upon the request of the Required Banks, shall (i) by written
notice to the Borrower, declare the unpaid principal amount of the
Notes (including all Reimbursement Obligations under Letters of Credit
evidenced thereby) then outstanding and all interest accrued thereon,
any unpaid fees and all other Indebtedness of the Borrower to the Banks
hereunder and thereunder to be forthwith due and payable, and the same
shall thereupon become and be immediately due and payable to the Agent
for the benefit of each Bank without presentment, demand, protest or
any other notice of any kind, all of which are hereby expressly waived,
(ii) by written notice to the Trustee, the Borrower and the Remarketing
Agent, terminate the Liquidity Period with respect to the Second
Xxxxxxx Letter of Credit, (iii) notify the Trustee of such Event of
Default; direct the Trustee to declare an Event of Default, as defined
in the Trust Indenture, pursuant to Section 601(g) of the Trust
Indenture; direct the Trustee to draw on the Second Xxxxxxx Letter of
Credit; and direct the Trustee to accelerate the maturity of the
Norment Bonds or to effect a mandatory tender of the Norment Bond, and
(iv) require the Borrower to, and the Borrower shall thereupon, deposit
in a non-interest-bearing account with the Agent, as cash collateral
for its Obligations under the Loan Documents, an amount equal to the
maximum amount currently or at any time thereafter available to be
drawn on all outstanding Letters of Credit, and the Borrower hereby
pledges to the Agent and the Banks, and grants to the Agent and the
Banks a security interest in, all such cash as security for such
Obligations. Upon the curing of all existing Events of Default to
the satisfaction of the Required Banks (and the Trustee with respect
to the Norment Bonds), the Agent shall return such cash collateral to
the Borrower; and"
i) Part 1 of Schedule 1.1(B) is deleted in its entirety and
Restated as follows:
Part 1 - Commitments of Banks and Addresses for Notices to Banks
Amount of Amount of
Commitment Commitment
for Revolving for Term
Bank Credit Loans Loans
---- ------------ -----
Name: PNC Bank, National Association $18,000,000 $3,000,000
Address: 0000 Xxxxxxxx Xxxx Through May
Xxxx Xxxx, XX 00000 1, 2003
Attention: Xxxxxx X. Xxxxxxxx
Telephone (000) 000-0000 $16,800,00
Telecopy: (000) 000-0000 from May 1,
2003 through
May 1, 2004
$15,600,000
from May 1,
2004 until the
Expiration Date
Name: SunTrust Bank $12,000,000 $2,000,000
Address: SunTrust Bank Building through May
000 Xxxxxx Xxxxxx Xxxxx, 0xx Floor 1, 2003
Xxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxx $11,000,000
Telephone: (000) 000-0000 from May 1,
Telefax: (000) 000-0000 2003 through
May 1, 2004
$10,400,000
from May 1,
2004 until the
Expiration Date
Total $30,000,000 $5,000,000
=========== ==========
Amount of
Commitment
for Swing Total Ratable
Bank Loans* Commitment Share
---- ------ ---------- -----
Name: PNC Bank, National Association $2,000,000 $21,000,000 60%
Address: 0000 Xxxxxxxx Xxxx
Xxxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxx
Telephone (000) 000-0000
Telecopy: (000) 000-0000
Name: SunTrust Bank $14,000,000 40%
Address: SunTrust Bank Building
000 Xxxxxx Xxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxx
Telephone: (000) 000-0000
Telefax: (000) 000-0000
Total $ N/A $35,000,000 100%
===== =========== ====
* The Swing Line is shown as a part of the Revolving Credit
Commitment of PNC Bank and is not separately combined in
calculating total Commitments in the table.
j) All references in the Credit Agreement to the "Revolving
Credit Notes" shall mean and refer to (i) that Second Amended
and Restated Revolving Credit Note from the Borrower to PNC
Bank, National Association in the stated principal amount of
$18,000,000 dated April 22, 2002 and (ii) that Amended and
Restated Revolving Credit Note from Borrower to SunTrust Bank
in the stated principal amount of $12,000,000 dated April 22,
2002.
STATE OF -------------------- )
) SS:
COUNTY OF ------------------- )
On this, the ----- day of April, 2002, before me, a Notary Public,
the undersigned officer, personally appeared -------------------------,
who acknowledged himself/herself to be the ------------------------- of
COMPUDYNE CORPORATION and that he/she, as such officer, being authorized
to do so, executed the foregoing instrument for the purposes therein
contained by signing on behalf of the corporation as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-----------------------
Notary Public
My commission expires:
COMMONWEALTH OF PENNSYLVANIA )
) SS:
COUNTY OF ------------------- )
On this, the ---- day of April, 2002, before me, a Notary Public,
the undersigned officer, personally appeared Xxxxxx X. Xxxxxxxx, who
acknowledged himself to be the Vice President of PNC BANK, NATIONAL
ASSOCIATION and that he, as such officer, being authorized to do so,
executed the foregoing instrument for the purposes therein contained
by signing on behalf of said bank as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-----------------------
Notary Public
My commission expires:
STATE OF ------------------- )
) SS:
COUNTY OF ------------------ )
On this, the ---- day of April, 2002, before me, a Notary Public,
the undersigned officer, personally appeared --------------------, who
acknowledged himself to be the Vice President of SUNTRUST BANK, and
that he, as such officer, being authorized to do so, executed the
foregoing instrument for the purposes therein contained by signing on
behalf of said bank as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-----------------------
Notary Public
My commission expires:
STATE OF ------------------- )
) SS:
COUNTY OF ------------------ )
On this, the ---- day of April, 2002, before me, a Notary Public,
the undersigned officer, personally appeared ------------------------,
who acknowledged himself/herself to be the ------------------------ of
CORRLOGIC, INC. and that he/she, as such officer, being authorized to
do so, executed the foregoing instrument for the purposes therein
contained by signing on behalf of the corporation as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-----------------------
Notary Public
My commission expires:
STATE OF ------------------- )
) SS:
COUNTY OF ------------------ )
On this, the ---- day of April, 2002, before me, a Notary Public,
the undersigned officer, personally appeared ------------------------,
who acknowledged himself/herself to be the ------------------------ of
FIBER SENSYS, INC. and that he/she, as such officer, being authorized
to do so, executed the foregoing instrument for the purposes therein
contained by signing on behalf of the corporation as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-----------------------
Notary Public
My commission expires:
STATE OF ------------------- )
) SS:
COUNTY OF ------------------ )
On this, the ----- day of April, 2002, before me, a Notary Public,
the undersigned officer, personally appeared -------------------------,
who acknowledged himself/herself to be the ------------------------- of
NEW TIBURON, INC. and that he/she, as such officer, being authorized to
do so, executed the foregoing instrument for the purposes therein
contained by signing on behalf of the corporation as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-----------------------
Notary Public
My commission expires:
STATE OF ------------------- )
) SS:
COUNTY OF ------------------ )
On this, the ---- day of April, 2002, before me, a Notary Public,
the undersigned officer, personally appeared ------------------------,
who acknowledged himself/ herself to be the ----------------------- of
XXXXXXX SECURITY GROUP, INC. and that he/she, as such officer, being
authorized to do so, executed the foregoing instrument for the purposes
therein contained by signing on behalf of the corporation as such
officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-----------------------
Notary Public
My commission expires:
STATE OF ------------------- )
) SS:
COUNTY OF ------------------ )
On this, the ---- day of April, 2002, before me, a Notary Public,
the undersigned officer, personally appeared ------------------------,
who acknowledged himself/herself to be the ------------------------ of
NORSHIELD CORPORATION and that he/she, as such officer, being authorized
to do so, executed the foregoing instrument for the purposes therein
contained by signing on behalf of the corporation as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-----------------------
Notary Public
My commission expires:
STATE OF ------------------- )
) SS:
COUNTY OF ------------------ )
On this, the ---- day of April, 2002, before me, a Notary Public,
the undersigned officer, personally appeared ------------------------,
who acknowledged himself/herself to be the ------------------------ of
QUANTA SYSTEMS CORPORATION and that he/she, as such officer, being
authorized to do so, executed the foregoing instrument for the purposes
therein contained by signing on behalf of the corporation as such
officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-----------------------
Notary Public
My commission expires:
STATE OF ------------------- )
) SS:
COUNTY OF ------------------ )
On this, the ----- day of April, 2002, before me, a Notary Public,
the undersigned officer, personally appeared -------------------------,
who acknowledged himself/herself to be the ------------------------- of
SYSCO SECURITY SYSTEMS and that he/she, as such officer, being
authorized to do so, executed the foregoing instrument for the purposes
therein contained by signing on behalf of the corporation as such
officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-----------------------
Notary Public
My commission expires:
EXHIBIT 2.8.10.1
----------------
FORM OF LETTER OF CREDIT
------------------------
EXHIBIT 2.8.10.4
----------------
SCHEDULED REDEMPTION OF NORMENT BONDS
-------------------------------------
April 1 (Year) Amount
-------------- ------
2003 $300,000
2004 300,000
2005 300,000
2006 300,000
2007 300,000
2008 300,000
2009 300,000
2010 300,000
2011 300,000
2012 300,000
2013 100,000
2014 100,000
2015 100,000
2016 100,000
2017 100,000
TOTAL: $3,500,000
