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Exhibit
10.2
WAIVER AND FOURTH
AMENDMENT TO CREDIT AGREEMENT
This WAIVER AND FOURTH
AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is
made on May 10, 2007, among DEVCON SECURITY HOLDINGS,
INC., a Florida corporation (“Holdings”), DEVCON
SECURITY SERVICES CORP., a Delaware Corporation
(“Services”), MUTUAL CENTRAL ALARM SERVICES
INC., a New York corporation (“Mutual”),
STAT-LAND BURGLAR ALARM SYSTEMS & DEVICES INC., a
New York corporation (“Stat-Land”, together with
Holdings, Services, and Mutual, are hereinafter referred to
individually as a “Borrower” and collectively as
“Borrowers”), and CAPITALSOURCE FINANCE LLC, as
Agent (in such capacity, the “Agent”), for the Lenders
parties thereto and as a Lender. All capitalized terms used but not
defined herein shall have the respective meanings ascribed to such
terms in the Credit Agreement described below.
W I T N E S S E T
H:
A. Borrowers, Agent and
Lenders have entered into that certain Credit Agreement dated as of
November 10, 2005, as modified by that certain First Amendment
to Credit Agreement, Master Reaffirmation and Joinder to Loan
Documents, dated March 6, 2006, that certain Second Amendment
to Credit Agreement dated as of April 11, 2006 and that
certain Waiver and Third Amendment to Credit Agreement dated
December 29, 2006 (as amended hereby and as may from time to
time be further amended, restated, supplemented or otherwise
modified, the “Credit Agreement”), pursuant to which
Agent and Lenders made Loans and other financial accommodations to
Borrowers, subject to the terms and conditions set forth in the
Credit Agreement, and have entered into the other Loan
Documents.
B. Borrowers are not in
compliance with the provisions of the Credit Agreement as a result
of their failure to maintain the required Fixed Charge Coverage
Ratio for the periods ended March 31, 2007 and April 30,
2007 (collectively, the “Noncompliance
Matters”).
C. Borrowers have requested
that Agent and Lenders amend the Credit Agreement as set forth
herein, and Agent and the Lenders are, subject to the terms hereof,
willing to amend the Credit Agreement.
NOW, THEREFORE, in
consideration of the premises set forth herein and for other good
and valuable consideration, the receipt and sufficiency of which
hereby are acknowledged, each of the undersigned hereby agrees as
follows:
1. Amendments to Credit
Agreement.
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(a) |
The definition of “Debt Service” in the Credit
Agreement is hereby amended by deleting “which is required to
be paid in cash” from clause (a) of such definition;
and |
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(b) |
Section 9.2 of the Credit Agreement is hereby amended by
(i) deleting “February 28, 2007” from such section
and replacing it with “June 30, 2007” and (b) by
deleting “March 31, 2007” from such section and
replacing it with “July 31,2007”. |
2. Waiver. Effective as of the
date hereof, upon satisfaction of the conditions set forth in
Section 3 of this Agreement, the Agent and the Lenders
waive the Noncompliance Matters to the extent such Noncompliance
Matters constitute a Default or an Event of Default under the
Credit Agreement or the other Loan Documents. Provided that each of
the Borrowers complies with all of the requirements contained in
this Amendment and the Loan Documents, the Agent and Lenders shall
forbear from enforcing their respective remedies with respect to
any Default or Event of Default deemed to have occurred as a result
of the Noncompliance Matters. If at any time any of the Borrowers
fails to comply with any of the requirements set forth herein or if
any additional Default or Event of Default occurs under this
Amendment, the Credit agreement or the other Loan Documents, Agent
and Lenders may immediately commence, proceed or otherwise continue
with any or all rights and remedies available under the Loan
Documents, under applicable law or otherwise without demand or
notice to any Borrower, but as among Agent and Lenders, subject to
the provisions of the Credit Agreement with respect to exercising
remedies. Lenders and Agent are entering into this Amendment as an
accommodation to the Borrowers and the Borrowers remain bound to
perform their respective obligations under the Loan
Documents.
3. Conditions . The effectiveness
of this Amendment is subject to the following conditions
precedent:
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(a) |
Delivery of Documents . This Amendment shall have been
delivered to Agent, duly authorized and executed and in form and
substance reasonably satisfactory to Agent. |
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(b) |
Amendment Fee and Expenses . Agent shall have received
$7,500 as amendment fee and shall have received payment of any
other fees and expenses payable to it by Borrowers or any other
Person in connection herewith, including, without limitation,
Agent’s attorneys’ fees and expenses in connection with
the negotiation, documentation and execution of this
Amendment. |
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(c) |
No Default or Event of Default . Except as waived
hereby, no Default or Event of Default under the Credit Agreement,
as amended hereby, shall have occurred and be
continuing. |
4. Representations
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