FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED TERM LOAN AND ACQUISITION CREDIT
AGREEMENT
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED TERM
LOAN AND ACQUISITION CREDIT AGREEMENT (the "First Amendment")
is made as of the 22nd day of August, 1997 by and among
ALARMGUARD, INC., a Delaware corporation, with its chief
executive office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Borrower"), the Guarantors which are or may
become parties to this First Amendment, the banks, financial
institutions and other lenders which are or may become parties
to this First Amendment (individually, a "Lender" and
collectively, the "Lenders"), BANK OF BOSTON CONNECTICUT, a
Connecticut savings bank, with its head office located at ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as Administrative
Agent for the Lenders (in such capacity, the "Administrative
Agent"), and GENERAL ELECTRIC CAPITAL CORPORATION, a New York
corporation, with an office located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ as the Documentation Agent for
the Lenders (in such capacity, the "Documentation Agent").
W I T N E S S E T H:
Borrower, the Lenders, the Administrative Agent and the
Documentation Agent entered into a certain Second Amended and
Restated Term Loan and Acquisition Credit Agreement as of the
15th day of April, 1997 (as amended and in effect from time to
time, the "Credit Agreement") whereby the Lenders agreed to
make loans and advances and otherwise extend credit to the
Borrower.
Borrower, the Lenders, the Administrative Agent and the
Documentation Agent have agreed to amend the Credit Agreement
in certain respects.
Section 14.11. of the Credit Agreement provides that no
modification or amendment of the Credit Agreement shall be
effective unless the same shall be in writing and signed by the
parties thereto.
NOW, THEREFORE, in consideration of one dollar ($1.00) and
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower, the
Lenders, the Administrative Agent and the Documentation Agent
hereby agree as follows:
1 Defined Terms. Defined terms not defined herein shall
have the meanings ascribed to them in the Credit Agreement.
2. Amendment to Credit Agreement.
(a) Section 1.26. of the Credit Agreement, entitled
"Borrowing Base," is hereby amended and restated in its entirety
as follows:
Section 1.26. "Borrowing Base" means, (a) as of any date as
of which the amount thereof shall be determined during the
period commencing as of August 22, 1997 and continuing
through the earlier of (i) the Dividend Payment Date (as
hereinafter defined) or (ii) December 31, 1997, an amount
which is equal to RMR as of such date multiplied by 23.5
and, (b) as of any other date as of which the amount
thereof shall be determined, an amount which is equal to
RMR as of such date multiplied by 22.5. For purposes of
this Section 1.26., the term "Dividend Payment Date" shall
mean the date on which Alarmguard Holdings receives the
proceeds of a certain dividend declared by Mission West
Properties and scheduled to be paid in October, 1997.
(b) Section 3.2.4. of the Credit Agreement is hereby
amended and restated in its entirety as follows:
Section 3.2.4. A pledge of all of Alarmguard Holding's
right, title and interest in and to all shares of Capital
Stock of SSH and Mission West Properties pursuant to the
Alarmguard Holdings Pledge Agreement; provided, however,
that as long as no Default or Event of Default shall have
occurred or be continuing, the pledge of the shares of
Capital Stock of Mission West Properties shall be released
by the Administrative Agent as of the earlier of the
Dividend Payment Date (as defined in Section 1.26.) or
December 31, 1997.
3. Confirmation of Agreements. Borrower, the Lenders, the
Administrative Agent and the Documentation Agent hereby agree
that, except as provided in this First Amendment, the Credit
Agreement, the Notes and the Other Documents, and the grant of
the liens, security interests and other encumbrances thereunder,
and its agreements, covenants, obligations, representations and
warranties thereunder and therein are hereby expressly ratified,
confirmed and restated as of the date hereof.
4. Effect of Amendment. Borrower, the Lenders, the
Administrative Agent and the Documentation Agent hereby agree
and acknowledge that except as provided in this First Amendment,
the Credit Agreement remains in full force and effect and has
not been modified or amended in any respect, it being the
intention of Borrower, the Lenders, the Administrative Agent and
the Documentation Agent that this First Amendment and the Credit
Agreement be read, construed and interpreted as one and the same
instrument.
IN WITNESS WHEREOF, Borrower, the Lenders, the
Administrative Agent and the Documentation Agent have executed
this First Amendment as of the date first above written.
THE BORROWER:
ALARMGUARD, INC.
By: /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:
THE GUARANTORS:
SECURITY SYSTEMS HOLDINGS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:
ALARMGUARD HOLDINGS, INC.
(formerly known as Triton Holdings, Ltd.)
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:
THE LENDERS:
BANK OF BOSTON CONNECTICUT
By:
Name:
Title:
GENERAL ELECTRIC CAPITAL
CORPORATION
By:
Name:
Title:
CONFIRMATION OF AND AMENDMENT TO
GUARANTEE AND PLEDGE AGREEMENT
This CONFIRMATION OF AND AMENDMENT TO GUARANTEE AND PLEDGE
AGREEMENT (the "Agreement") is made as of this 22nd day of
August, 1997 by ALARMGUARD HOLDINGS, INC. (formerly Triton
Group, Ltd.), a Delaware corporation, with its chief executive
office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(the "Guarantor") in favor of BANK OF BOSTON CONNECTICUT, a
Connecticut savings bank, with its head office located at ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as Administrative
Agent (in such capacity, the "Administrative Agent") for the
banks, financial institutions and other lenders (the "Lenders")
which are or become parties to the Credit Agreement (as
hereinafter defined).
W I T N E S S E T H:
Pursuant to that certain Second Amended and Restated Term
Loan and Acquisition Credit Agreement dated as of April 15, 1997
(as amended and in effect from time to time, the "Credit
Agreement"), by and among Alarmguard, Inc., a Delaware
corporation, with its chief executive office located at ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Borrower"),
Guarantor, Guarantor's wholly-owned subsidiary, Security Systems
Holdings, Inc., the Lenders, the Administrative Agent and
General Electric Capital Corporation as the documentation agent
for the Lenders (in such capacity, the "Documentation Agent"),
the Lenders have severally agreed to make loans, advances and
other extensions of credit to the Borrower upon the terms and
subject to the conditions set forth therein, to be evidenced by
the Notes issued by the Borrower thereunder. In connection with
the execution and delivery of the Credit Agreement, and as a
condition precedent to the obligation of the Lenders to make
their respective loans, advances and other extensions of credit
to the Borrower under the Credit Agreement, Guarantor executed
and delivered a certain Guarantee Agreement dated as of April
15, 1997 to the Administrative Agent for the ratable benefit of
the Lenders (the "Guarantee"). In addition, in order to secure
its obligations under the Guarantee, Guarantor executed and
delivered a certain Pledge Agreement dated as of April 15, 1997
in favor of the Administrative Agent for the ratable benefit of
the Lenders (the "Pledge Agreement").
Borrower, Guarantor, Security Systems Holdings, Inc., the
Lenders, the Administrative Agent and the Documentation Agent
have agreed to amend the Credit Agreement in certain respects
pursuant to a certain First Amendment to Second Amended and
Restated Term Loan and Acquisition Credit Agreement of even date
herewith (the "First Amendment"). A condition precedent to the
obligations of the Lenders under the First Amendment is the
execution and delivery of this Agreement by Guarantor for the
purpose of confirming and amending the Guarantee and the Pledge
Agreement to reflect the terms and conditions of the First
Amendment.
NOW, THEREFORE, in consideration of the premises and to
induce the Administrative Agent, the Documentation Agent and the
Lenders to enter into the First Amendment and to induce the
Lenders to continue to make their respective loans to the
Borrower under the Credit Agreement, the Guarantor hereby agrees
with the Administrative Agent, for the ratable benefit of the
Lenders as follows:
1. Guarantee. Guarantor hereby agrees, notwithstanding
the amendment of the Credit Agreement pursuant to the First
Amendment, that the Guarantee and its agreements, covenants,
obligations, representations and warranties thereunder and
therein, are hereby expressly ratified, confirmed, restated and,
to the extent necessary, amended as of the date hereof so that
the term "Credit Agreement," as used in the Guarantee, shall
mean the Credit Agreement, as amended by the First Amendment and
as such may be amended, extended, restated or renewed from time
to time in the future.
2. Pledge Agreement. Guarantor hereby agrees,
notwithstanding the amendment of the Credit Agreement pursuant
to the First Amendment, that the Pledge Agreement and its
agreements, covenants, obligations, representations and
warranties thereunder and therein, and the grant of the pledges,
liens and other encumbrances thereby, are hereby expressly
ratified, confirmed, restated and, to the extent necessary,
amended as of the date hereof so that the term "Credit
Agreement," as used in the Pledge Agreement, shall mean the
Credit Agreement, as amended by the First Amendment and as such
may be amended, extended, restated or renewed from time to time.
In addition, the Pledge Agreement is hereby amended as
follows:
(a) Schedule 1 to the Pledge Agreement is hereby
deleted in its entirety and Schedule 1 to this Agreement is
hereby substituted in lieu thereof as of the date hereof.
(b) Section 6 of the Pledge Agreement is hereby
deleted in its entirety and the following is hereby substituted
in lieu thereof:
6. Cash Dividends: Voting Rights. Unless an Event of
Default shall have occurred and be continuing and the
Administrative Agent shall have given notice to the Pledgor
of the Administrative Agent's intent to exercise its
corresponding rights pursuant to paragraph 7 below, the
Pledgor shall be permitted, except as hereinafter provided,
to receive all cash dividends paid in the normal course of
business of the Issuer and consistent with past practice,
to the extent permitted in the Credit Agreement, in respect
of the Pledged Stock and to exercise all voting and
corporate rights with respect to the Pledged Stock,
provided, however, that no vote shall be cast or corporate
right exercised or other action taken which would impair
the Collateral or which would be inconsistent with or
result in any violation of any provision of the Credit
Agreement, the Notes, the Other Documents or this Pledge
Agreement. Notwithstanding the foregoing, the Pledgor
shall direct Mission West Properties to pay any cash
dividend to be paid to the Pledgor to the Administrative
Agent in accordance with instructions provided by the
Administrative Agent.
(c) The following is hereby added as a new sentence in
Section 18 of the Pledge Agreement.
Notwithstanding the foregoing, all notices
to Mission West Properties shall be given as follows:
Mission West Properties
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
3. Governing Law. This Agreement shall be construed and
enforced in accordance with and governed by the laws of the
State of Connecticut.
4. Counterparts. This Agreement may be executed in any
number of counterparts and by different parties on different
counterparts, each of which when so executed and delivered shall
be an original, but all of which shall together constitute one
and the same instrument.
5. Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns.
IN WITNESS WHEREOF, Guarantor has executed this Agreement as
of the date first above written.
ALARMGUARD HOLDINGS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:
The foregoing is hereby consented to and acknowledged as of this
22nd day of August, 1997.
BANK OF BOSTON CONNECTICUT
(as Administrative Agent)
By: /s/ ▇▇▇▇ St. Pierre
Name: ▇▇▇▇ St. Pierre
Title: Assistant Vice President
SCHEDULE 1 to
Pledge Agreement
DESCRIPTION OF PLEDGED STOCK
100 shares of Common Stock, $.0l par value issued by Security
Systems Holdings, Inc., a
Delaware corporation
676,000 shares of Common Stock, no par value issued by Mission
West Properties, a California
corporation
