Lfc Armored of Texas Inc – FIRST AMENDMENT AND WAIVER (April 13th, 1998)EXHIBIT 10.1-A FIRST AMENDMENT AND WAIVER FIRST AMENDMENT AND WAIVER, dated as of March 16, 1998 (this "AMENDMENT"), to the Credit Agreement, dated as of January 24, 1997 (as amended, supplemented, waived or otherwise modified from time to time, the "CREDIT AGREEMENT"; unless otherwise defined herein, terms which are defined in the Credit Agreement and used herein are so used as so defined), among LOOMIS, FARGO & CO. (the "BORROWER"), the several lenders from time to time parties thereto (the "LENDERS"), LEHMAN COMMERCIAL PAPER INC. ("LCPI") and NATIONSBANK OF TEXAS, N.A. ("NATIONSBANK"), as arrangers (in such capacity, the "ARRANGERS"), LCPI and NATIONSBANC MONTGOMERY SECURITIES LLC (successor to NationsBank Capital Markets, Inc.), as syndication agents (in such capacity, the "SYNDICATION AGENTS"), LCPI, as documentation agent (in such capacity, the "DOCUMENTATION AGENT") and N
Lfc Armored of Texas Inc – 1997 STOCK OPTION PLAN (November 14th, 1997)LOOMIS, FARGO & CO. 1997 STOCK OPTION PLAN 1.0 DEFINITIONS The following terms shall have the following meanings unless the context indicates otherwise: 1.1 "Board" shall mean the Board of Directors of the Company. 1.2 "Cause" shall mean: (a) the Participant is convicted of, or pleads nolo contendere to, (i) a felony or (ii) a misdemeanor involving moral turpitude; or (b) the Participant engages in conduct that constitutes gross neglect or willful misconduct in carrying out his or her duties as an employee of the Company. 1.3 "Change in Control of the Company" shall mean the first to occur of the following events: (a) if the Common Stock is not readily tradeable on a national securities exchange or other market system, any "Person" (as such term is used in Sections 3(a)(9) and 13(d) of the Exchange Act) or group of Persons (other than (i)
Lfc Armored of Texas Inc – INDENTURE ACT OF 1939 OF A CORPORATION (June 19th, 1997)Exhibit 25.1 Conformed Copy SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ----------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ----------- MARINE MIDLAND BANK (Exact name of trustee as specified in its charter) New York 16-1057879 (Jurisdictio
Lfc Armored of Texas Inc – UNREGISTERED 10% SENIOR SUBORDINATED NOTES DUE 2004 (June 19th, 1997)EXHIBIT 99.1 LETTER OF TRANSMITTAL TO TENDER UNREGISTERED 10% SENIOR SUBORDINATED NOTES DUE 2004 OF LOOMIS, FARGO & CO. PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS DATED JUNE 20, 1997 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 21, 1997 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE OFFER IS EXTENDED BY THE COMPANY. THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS: MARINE MIDLAND BANK By Facsimile Transmission (for By Hand, Mail or Overnight Delivery: Eligible Institutions only): Marine Midland Bank (212) 658-2292 140 Broadway, Level A For information
Lfc Armored of Texas Inc – GUARANTEE AND COLLATERAL AGREEMENT (June 19th, 1997)EXHIBIT 10.2 -------------------------------------------------------------------------------- GUARANTEE AND COLLATERAL AGREEMENT made by LOOMIS, FARGO & CO., and certain of its Subsidiaries in favor of NATIONSBANK OF TEXAS, N.A., as Administrative Agent Dated as of January 24, 1997 -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ---- SECTION 1. DEFINED TERMS.................................................... 1 1.1 Definitions...
Lfc Armored of Texas Inc – UNREGISTERED 10% SENIOR SUBORDINATED NOTES DUE 2004 (June 19th, 1997)EXHIBIT 99.2 NOTICE OF GUARANTEED DELIVERY TO TENDER UNREGISTERED 10% SENIOR SUBORDINATED NOTES DUE 2004 (INCLUDING THOSE IN BOOK-ENTRY FORM) OF LOOMIS, FARGO & CO. PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS DATED JUNE 20, 1997 As set forth in the Exchange Offer (as defined in the Prospectus (as defined below)), this form or one substantially equivalent hereto must be used to accept the Exchange Offer if certificates for unregistered 10% Senior Subordinated Notes due 2004 (the "Old Notes"), of Loomis, Fargo & Co., are not immediately available or time will not permit a holder's Old Notes or other required documents to reach the Exchange Agent on or prior to the Expiration Date (as defined below), or the procedure for book-entry tr
Lfc Armored of Texas Inc – CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT (June 4th, 1997)EXHIBIT 3.1 PAGE 1 State of Delaware Office of the Secretary of State -------------------------------- I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "LOOMIS-WELLS CORPORATION", CHANGING ITS NAME FROM "LOOMIS-WELLS CORPORATION" TO "LOOMIS, FARGO & CO.", FILED IN THIS OFFICE ON THE TWENTY-SEVENTH DAY OF DECEMBER, A.D. 1996, AT 2:15 O'CLOCK P.M. A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING. [SEAL APPEARS HERE] /s/ EDWARD J. FREEL ------------------------------------------------ Edward J. Freel, Se
Lfc Armored of Texas Inc – CERTIFICATE OF AMENDMENT (June 4th, 1997)EXHIBIT 3.7 [SEAL OF THE STATE OF TEXAS APPEARS HERE] SECRETARY OF STATE CERTIFICATE OF AMENDMENT OF LFC ARMORED OF TEXAS INC. FORMERLY: WELLS FARGO ARMORED SERVICE CORPORATION OF TEXAS The undersigned, as Secretary of State of Texas, hereby certifies that the attached Articles of Amendment for the above named entity have been received in this office and are found to conform to law. ACCORDINGLY the undersigned, as Secretary of State, and by virtue of the authority vested in the Secretary by law, hereby issues this Certificate of Amendment. Dated: January 24, 1997 Effective: January 24, 1997 [SEAL OF THE STATE OF TEXAS APPEARS HERE] /s/ ANTONIO O. GARZA, JR
Lfc Armored of Texas Inc – AMENDMENT TO BY-LAWS (June 4th, 1997)EXHIBIT 3.4 AMENDMENT TO BY-LAWS OF LOOMIS HOLDING CORPORATION The by-laws dated as of January 24, 1991 of Loomis Holding Corporation, a Delaware corporation (the "Corporation"), are hereby amended by adding the provisions set forth in Exhibit A attached hereto (and incorporated herein by --------- reference). The undersigned, as Secretary of the Corporation, hereby certifies that the foregoing amendment to the by-laws of the Corporation was adopted by the directors of the Corporation as of this 1st day of January, 1993. /s/ JAY I. APPLEBAUM ------------------------------------- Jay I. Applebaum, Secretary
Lfc Armored of Texas Inc – CERTIFICATE OF AMENDMENT (June 4th, 1997)EXHIBIT 3.5 [SEAL OF THE STATE OF TEXAS APPEARS HERE] SECRETARY OF STATE CERTIFICATE OF AMENDMENT OF LOOMIS, FARGO & Co. FORMERLY: LOOMIS ARMORED INC. The undersigned, as Secretary of State of Texas, hereby certifies that the attached Articles of Amendment for the above named entity have been received in this office and are found to conform to law. ACCORDINGLY the undersigned, as Secretary of State, and by virtue of the authority vested in the Secretary by law, hereby issues this Certificate of Amendment. Dated: January 24, 1997 Effective: January 24, 1997 [SEAL APPEARS HERE] /s/ ANTONIO O. GARZA, JR.
Lfc Armored of Texas Inc – CREDIT AGREEMENT (June 4th, 1997)Ex 10.1 CONFORMED COPY -------------- -------------------------------------------------------------------------------- LOOMIS, FARGO & CO., a Delaware corporation ------------------------- CREDIT AGREEMENT dated as of January 24, 1997 ------------------------- $115,000,000 Credit Facility ------------------------ LEHMAN COMMERCIAL PAPER INC., as Arranger, Syndication Agent and Documentation
Lfc Armored of Texas Inc – CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT (June 4th, 1997)EXHIBIT 3.3 PAGE 1 State of Delaware Office of the Secretary of State I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "LOOMIS HOLDING CORPORATION", CHANGING ITS NAME FROM "LOOMIS HOLDING CORPORATION" TO "LFC HOLDING CORPORATION", FILED IN THIS OFFICE ON THE TWENTY- FOURTH DAY OF JANUARY, A.D. 1997, AT 9 O'CLOCK A.M. A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING. [SEAL APPEARS HERE] /s/ EDWARD J. FREEL ----------------------------------- Edward J. Freel, Secretary of State
