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"),
NORMENT SECURITY GROUP,
INC., a Delaware
corporation
("Norment"), 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, Norment, 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
