1
EXHIBIT 10.15
FIRST AMENDMENT TO LOAN INSTRUMENTS
THIS FIRST AMENDMENT TO LOAN INSTRUMENTS (this "First Amendment"),
dated as of February 28, 1997, is among SECURITY ASSOCIATES INTERNATIONAL,
INC., a Delaware corporation ("SAI"), SECURITY ASSOCIATES COMMAND CENTER II,
L.L.C., a Michigan limited liability company ("SACC"), MONITOR SERVICE GROUP,
L.L.C., a Delaware limited liability company ("MSG"), ALL-SECURITY MONITORING
SERVICES, L.L.C., an Illinois limited liability company ("ASMS"), AMJ CENTRAL
STATION CORPORATION, INC., a Delaware corporation ("AMJ") (SAI, SACC, MSG, ASMS
and AMJ sometimes hereinafter are referred to individually as a "Borrower" and
collectively as "Borrowers"), and FINOVA CAPITAL CORPORATION, a Delaware
corporation ("FINOVA"), in its individual capacity and as agent for Lenders.
R E C I T A L S:
A. FINOVA and each Borrower other than AMJ are parties to that
certain Loan Agreement dated as of December 31, 1996 (the "Loan Agreement"),
pursuant to which FINOVA agreed, among other things, to make certain loans to
Borrowers.
B. AMJ is a wholly owned subsidiary of SAI.
C. AMJ has acquired a Central Station in the State of Florida.
D. AMJ and each Borrower other than AMJ has requested that AMJ
become a Borrower under the Loan Agreement.
E. FINOVA is willing to make AMJ a Borrower under the Loan
Agreement upon the terms and subject to the conditions herein set forth.
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, and subject to the terms and conditions hereof, the parties hereto
hereby agree as follows:
1. DEFINED TERMS. All capitalized terms used but not elsewhere
defined herein shall have the respective meanings ascribed to such terms in the
Loan Agreement, as amended by this First Amendment.
2. AMENDMENTS. The Loan Instruments are amended as set forth
below:
2.1 LOAN AGREEMENT. The Loan Agreement is amended as set
forth below:
2
2.1.1 JOINDER. AMJ hereby joins into the Loan
Agreement with the other Borrowers with the same effect as if
AMJ had been an original signatory thereto, mutatis mutandis.
2.1.2 SECTION 1.1 - AMENDED DEFINITIONS. Section 1.1
of the Loan Agreement is amended by substituting the following
definitions in lieu of the current version of such
definitions:
Borrowers: SAI, SACC, MSG, ASMS, AMJ and each
Permitted Subsidiary.
Contribution Agreement: that certain
Contribution Agreement dated December 31, 1996 among
Borrowers, as amended by this First Amendment.
Environmental Certificate: that certain
Environmental Certificate dated December 31, 1996 made
by Borrowers in favor of FINOVA, as amended by this
First Amendment.
Initial Closing Date: December 31, 1996.
Solvency Certificate: that certain Solvency
Certificate dated December 31, 1996 made by Borrowers
in favor of FINOVA, as amended by this First Amendment.
2.1.3 SECTION 1.1 - ADDITIONAL DEFINITIONS. Section
1.1 of the Loan Agreement is amended by adding the
following definitions in appropriate alphabetical order:
AMJ: AMJ Central Station Corporation, Inc., a
Delaware corporation.
First Amendment: that certain First Amendment
to Loan Instruments dated as of February 28, 1997 among
Borrowers and FINOVA.
Closing Date: the "Effective Date" (as defined
in the First Amendment) of the First Amendment.
2.1.4 EXHIBITS. Exhibits 1.1(A), 1.1(B), 2.2.3,
5.3.1, 5.3.2, 5.5.1, 5.5.2, 5.5.3, 5.5.4, 5.8, 5.18.1 and
6.6.2 to the Loan Agreement are hereby deleted and Exhibits
1.1(A), 1.1(B), 2.2.3, 5.3.1, 5.3.2, 5.5.1, 5.5.2, 5.5.3,
5.5.4, 5.8, 5.18.1 and 6.6.2 attached hereto are substituted
therefor in appropriate numerical order.
2
3
2.2 CONTRIBUTION AGREEMENT - JOINDER. AMJ hereby joins
into the Contribution Agreement with the other Borrowers with the same
effect as if AMJ had been an original signatory thereto, mutatis
mutandis.
2.3 ENVIRONMENTAL CERTIFICATE - JOINDER. AMJ hereby
joins into the Environmental Certificate with the other Borrowers with
the same effect as if AMJ had been an original signatory thereto,
mutatis mutandis.
2.4 SOLVENCY CERTIFICATE - JOINDER. AMJ hereby joins
into the Solvency Certificate with the other Borrowers with the same
effect as if AMJ had been an original signatory thereto, mutatis
mutandis.
3. CONDITIONS TO EFFECTIVENESS. The effectiveness of this First
Amendment shall be subject to the satisfaction of all of the following
conditions in a manner, form and substance satisfactory to FINOVA:
3.1 REPRESENTATIONS AND WARRANTIES. On the Closing Date, the
representations and warranties of each Borrower set forth in the Loan
Instruments to which such Borrower is a party shall be true and
correct in all material respects.
3.2 AMJ PROPERTY. FINOVA shall have received evidence that
AMJ has good and marketable title to all Property necessary for the
operation of AMJ's Security Monitoring Business, free and clear of all
Liens other than Permitted Liens.
3.3 DELIVERY OF DOCUMENTS. The following shall have been
delivered to FINOVA, each duly authorized and executed and in form and
substance satisfactory to FINOVA:
(a) this First Amendment;
(b) the Term Loan Note;
(c) the AMJ Security Agreement;
(d) the AMJ Stock Pledge Agreement;
(e) the original stock certificate(s) for AMJ;
(f) an assignment separate from certificate with
respect to each AMJ stock certificate;
(g) the Collateral Assignment of Lease executed
by SAI with respect to SAI's leasehold interest in Pompano
Beach, Florida;
3
4
(h) the Closing Certificate;
(i) UCC-1 financing statements to be filed in
such jurisdictions as FINOVA may request;
(j) certified copies of all UL Certifications and
Alarm Licenses with respect to AMJ;
(k) a certificate of good standing for AMJ from
the Florida Secretary of State dated as of a recent date prior
to the Closing Date;
(l) a copy of the by-laws of AMJ certified by the
secretary of AMJ;
(m) a copy of the certificate of incorporation of
AMJ certified by the Secretary of State of Delaware;
(n) a copy of the resolutions of AMJ adopted by
the board of directors of AMJ authorizing the execution,
delivery and performance by AMJ of this First Amendment and
the documents to be executed and delivered pursuant to the
terms hereof to which AMJ is a party, certified by the
secretary of AMJ;
(o) a signature and incumbency certificate of the
officers of AMJ executing this First Amendment and the
documents to be executed and delivered pursuant to the terms
hereof;
(p) a copy of the resolutions or written consent
of the manager, as applicable, of each Borrower other than
AMJ, adopted by the board of directors or pursuant to the
operating agreement, as applicable, of such Borrower,
authorizing the execution, delivery and performance by such
Borrower of this First Amendment and the documents to be
executed and delivered pursuant to the terms hereof to which
such Borrower is a party, certified by the secretary or
manager, as applicable, of such Borrower;
(r) a certificate of no change in the by-laws or
certificate of incorporation of SAI since the Initial Closing
Date, certified by the secretary of SAI;
(s) a certificate of no change in the operating
agreement or articles of organization of each of MSG, ASMS and
SACC since the Initial Closing Date, certified by the Manager
of each such Person;
4
5
(t) such other instruments, documents,
certificates, consents, waivers and opinions as FINOVA
reasonably may request.
3.4 OPINION OF COUNSEL. FINOVA shall have received an opinion
dated the Closing Date from Xxxxxx Xxxxxxxxx, Esq., in-house counsel
to Borrowers, addressed to FINOVA and its counsel, in such form and
covering such matters as FINOVA may reasonably require.
3.5 APPROVALS. Approval and/or consent shall have been
obtained from all Persons whose approval or consent is necessary or
required to enable each Borrower and AMJ to enter into this First
Amendment and the documents delivered in connection herewith to the
extent such Borrower or AMJ is a party thereto, and to perform such
Borrower's or AMJ's obligations hereunder and thereunder.
3.6 SECURITY INTERESTS. All filings of Uniform Commercial
Code financing statements and all other filings and actions necessary
to perfect and maintain the Liens granted to FINOVA under the Loan
Instruments, as amended, as first, valid and perfected Liens in the
Property covered thereby shall have been filed or taken and FINOVA
shall have received such UCC, state and federal tax Lien, pending
suit, judgment and other Lien searches as it deems necessary to
confirm the foregoing;
3.7 MATERIAL ADVERSE CHANGE. No event shall have occurred
since December 31, 1996 which has had or reasonably could be expected
to have a Material Adverse Effect.
3.8 PERFORMANCE; NO DEFAULT. Borrowers shall have performed
and complied with all agreements and conditions contained in the Loan
Instruments to be performed by or complied with them prior to the date
hereof, and no Event of Default or Incipient Default then shall exist.
3.9 PROCEEDINGS AND DOCUMENTS. All corporate, limited
liability company and other proceedings in connection with the
execution and delivery of this First Amendment by Borrowers and AMJ
shall be satisfactory to FINOVA, and FINOVA shall have received all
such counterpart originals or certified or other copies as FINOVA may
request.
3.10 FINANCIAL STATEMENTS, REPORTS AND PROJECTIONS. FINOVA
shall have received such financial statements, reports and projections
of AMJ as FINOVA may request.
3.11 USE OF ASSETS. FINOVA shall be satisfied that Borrowers
and AMJ at all times shall be entitled to the use and quiet enjoyment
of all Property necessary for the
5
6
continued ownership and operation of the Security Monitoring Business
conducted by Borrowers and AMJ.
3.12 INSURANCE. FINOVA shall have received evidence
satisfactory to FINOVA that all insurance coverage required by FINOVA
is in full force and effect and all premiums then due thereon have
been paid in full.
3.13 PAYMENT OF FEES AND EXPENSES. Borrowers shall have paid
all fees and expenses of FINOVA incurred in connection with this First
Amendment, including, without limitation, attorneys' fees and
expenses.
The date on which all of the conditions set forth in this Paragraph 3 have been
satisfied (or waived by FINOVA) is referred to herein as the "Effective Date."
4. REFERENCES. From and after the Effective Date, (i) all
references in the Loan Agreement and the other Loan Instruments to the Loan
Agreement, Contribution Agreement, Environmental Certificate and Solvency
Certificate shall be deemed to refer to the Loan Agreement, Contribution
Agreement, Environmental Certificate and Solvency Certificate, each as amended
hereby, and (ii) all references in the Loan Instruments to a term defined in
the Loan Agreement, Contribution Agreement, Environmental Certificate or
Solvency Certificate shall be deemed to refer to such defined term as amended
by this First Amendment.
5. REPRESENTATIONS AND WARRANTIES. Each Borrower and AMJ hereby
confirms to FINOVA that the representations and warranties set forth in Article
V of the Loan Agreement are true and correct in all material respects as of the
date hereof, and shall be deemed to be remade as of the date hereof. Each
Borrower and AMJ represents and warrants to FINOVA that (i) such Person has
full power and authority to execute and deliver this First Amendment and to
perform its obligations hereunder, (ii) upon the execution and delivery hereof,
this First Amendment will be valid, binding and enforceable upon such Person in
accordance with its terms, (iii) the execution and delivery of this First
Amendment does not and will not contravene, conflict with, violate or
constitute a default under (A) the certificate of incorporation, by-laws,
articles of organization or operating agreement, as applicable, of any Borrower
or AMJ or (B) any applicable law, rule, regulation, judgment, decree or order
or any agreement, indenture or instrument to which such Borrower or AMJ is a
party or is bound or which is binding upon or applicable to all or any portion
of such Borrower's or AMJ's Property, (iv) no Incipient Default or Event of
Default presently exists and (v) the certificate of incorporation, by-laws,
articles of organization or operating agreement, as applicable, of any Borrower
other than AMJ are in full force and effect and have not been amended or
modified since the Initial Closing Date.
6
7
6. COSTS AND EXPENSES. Each Borrower and AMJ agrees to reimburse
FINOVA for all fees and expenses incurred in the preparation, negotiation and
execution of this First Amendment and the consummation of the transactions
contemplated hereby, including, without limitation, the fees and expenses of
counsel for FINOVA.
7. NO FURTHER AMENDMENTS; RATIFICATION OF LIABILITY. Except as
amended hereby, the Loan Agreement and each of the other Loan Instruments shall
remain in full force and effect in accordance with their respective terms.
Each Borrower and AMJ hereby ratifies and confirms its liabilities, obligations
and agreements under the Loan Agreement and the other Loan Instruments, all as
amended by this First Amendment, and the liens and security interests created
thereby, and acknowledges that (i) such Person has no defenses, claims or
set-offs to the enforcement by FINOVA of such liabilities, obligations and
agreements, (ii) FINOVA has fully performed all obligations to Borrowers and
AMJ which FINOVA may have had or has on and as of the date hereof and (iii)
other than as specifically set forth herein, FINOVA does not waive, diminish or
limit any term or condition contained in any of the Loan Agreement or the other
Loan Instruments. FINOVA's agreement to the terms of this First Amendment or
any other amendment of the Loan Agreement shall not be deemed to establish or
create a custom or course of dealing among FINOVA and Borrowers or AMJ. This
First Amendment and the documents executed and delivered pursuant to this First
Amendment contain the entire agreement among FINOVA, Borrowers and AMJ with
respect to the transactions contemplated by this First Amendment.
8. COUNTERPARTS. This First Amendment may be executed in one or
more counterparts, each of which shall be deemed an original, and all of which,
when taken together, shall constitute one and the same instrument.
9. FURTHER ASSURANCES. Each Borrower and AMJ covenants and
agrees that it will at any time and from time to time do, execute, acknowledge
and deliver, or will cause to be done, executed, acknowledged and delivered,
all such further acts, documents and instruments as reasonably may be required
by FINOVA in order to effectuate fully the intent of this First Amendment.
10. SEVERABILITY. If any term or provision of this First
Amendment or the application thereof to any party or circumstance shall be held
to be invalid, illegal or unenforceable in any respect by a court of competent
jurisdiction, the validity, legality and enforceability of the remaining terms
and provisions of this First Amendment shall not in any way be affected or
impaired thereby, and the affected term or provision shall be modified to the
minimum extent permitted by law so as most fully to achieve the intention of
this First Amendment.
7
8
11. CAPTIONS. The captions in this First Amendment are inserted
for convenience of reference only and in no way define, describe or limit the
scope or intent of this First Amendment or any of the provisions hereof.
12. NO STRICT CONSTRUCTION. The language used in this First
Amendment shall be deemed to be the language chosen by the parties hereto to
express their mutual intent, and no rule of strict construction shall be
applied against any party hereto.
13. INCORPORATION OF RECITALS. The Recitals set forth in this
First Amendment are incorporated herein and made a part hereof.
[remainder of this page intentionally left blank]
8
9
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this First Amendment at Chicago, Illinois as of the day and year first above
written.
SECURITY ASSOCIATES INTERNATIONAL, INC.
and AMJ CENTRAL STATION CORPORATION,
INC., each a Delaware corporation
By: \s\ Xxxxx Xxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxx, President of each
of the foregoing corporations
SECURITY ASSOCIATES COMMAND CENTER II,
L.L.C., a Michigan limited liability
company, ALL-SECURITY MONITORING
SERVICES, L.L.C., an Illinois limited
liability company and MONITOR SERVICE
GROUP, L.L.C., a Delaware limited
liability company
By: \s\ Xxxxx Xxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxx, Manager of each of
the foregoing limited liability
companies
FINOVA CAPITAL CORPORATION, a Delaware
corporation, in its individual capacity
and as Agent for all Lenders
By: \s\ Xxxxx X. Xxxxxxxxx
------------------------------------
Xxxxx X. Xxxxxxxxx
Vice President
9
