EXHIBIT 10(l)
XXXXXX FINANCIAL
March 26, 1997
Guardian International
0000 Xxxxx 00 Xxxxxxx
Xxxxxxxxx, Xxxxxxx 00000-1118
Attention: Xx. Xxxxxx X. Xxxxxx
Dear Xx. Xxxxxx:
We refer to that certain Loan and Security Agreement dated as of November 16,
1994 (as amended, the "Loan Agreement") between Xxxxxx Financial, Inc.
("Xxxxxx") and Guardian International, Inc. ("Guardian"). Capitalized words and
phrases not otherwise defined in this letter will be used with the same meanings
given such terms in the Loan Agreement.
Section 6 of the Loan Agreement requires Guardian to maintain at all times a
Tangible Net Worth of not less than $1,450,000. For Guardian's fiscal year
ending December 31, 1996, Guardian's Tangible Net Worth was less than the
required amount. Guardian's failure to maintain its Tangible Net Worth at the
required level would permit Xxxxxx, under the terms of the Loan Agreement, to
declare an Event of Default and to accelerate all of the Obligations due to
Xxxxxx under the terms of the Loan Agreement. Guardian has requested that Xxxxxx
waive Guardian's non-compliance with the Tangible Net Worth test set forth in
the Loan Agreement for Guardian's 1996 fiscal year only. Xxxxxx is prepared to
accede to Guardian's request.
Therefore, this letter is to advise Guardian that for Guardian's 1996 fiscal
year only, Xxxxxx waives Guardian's non-compliance with the Tangible Net Worth
test set forth in the Loan Agreement. Nothing herein shall be construed by
Guardian as a continuing waiver of the Tangible Net Worth test set forth in the
Loan Agreement or as a continuing waiver of any other term or condition set
forth in the Loan Agreement. Except as expressly modified by the terms of this
limited waiver, the Loan Agreement remains in full force and effect.
In an unrelated matter, it has come to Xxxxxx'x attention that at the time of
the Second Modification, the Revolving Loan Commitment Termination Date was not
extended beyond November 30, 1996. It was Xxxxxx'x intention at that time
(evidenced by the fact that from and after November 30, 1996 Xxxxxx has
continued to make advances to Guardian under the Revolving Loan) to extend the
Revolving Loan Commitment Termination Date to a later date. By its signature
below, Xxxxxx acknowledges and agrees that the Revolving Loan Commitment
Termination Date is December 31, 1997 effective as of the effective date of the
Second Modification. By its signature below, Guardian acknowledges and agrees
that the Revolving Loan Commitment Termination Date is December 31, 1997.
Please indicate your agreement with the foregoing by signing and dating a copy
of this letter in the space provided below and return a fully executed copy via
overnight courier to my attention at the address provided above.
Sincerely,
Xxxxxx Financial, Inc.
By:/s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
Title: EXECUTIVE VICE PRESIDENT
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Acknowledged and Agreed this 26 day of March 1997.
Guardian International, Inc.
By:/s/ XXXXXXX XXXXXXXX
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Xxxxxxx Xxxxxxxx
Title: PRESIDENT/CEO
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