Exhibit 10(d)
FIRST AMENDMENT TO 2000 AMENDED AND
RESTATED CREDIT FACILITY AGREEMENT
THIS FIRST AMENDMENT, dated as of the 14th day of August, 2000, to that
certain 2000 Amended and Restated Credit Facility Agreement dated as of July
28, 2000, between FLEET NATIONAL BANK, a national banking association with an
office at One East Avenue, Rochester, New York 14638, and DETECTION SYSTEMS,
INC., a New York corporation with offices at 130 Perinton Parkway, Fairport,
New York 14450 ("Borrower") (the "Agreement").
The parties hereby agree as follows:
. Except as expressly amended hereby, the Agreement is in all
respects ratified and confirmed, and all of the terms, provisions and
conditions thereof shall be and remain in full force and effect, and this
Amendment and all of its terms, provisions and conditions shall be deemed to
be a part of the Agreement.
. Section 1.1 of the Agreement is amended by replacing the following
term in its entirety:
"Fixed Charges" shall mean for the applicable period, (i)
Interest Expense, and (ii) principal or other
payments due with respect to Debt which are Current
Liabilities.
. Section 9.2 of the Agreement is amended in its entirety to read as
follows:
9.2 Loans and Investments. Loans and Investments. Make
any loan or advance to, or any investment of any kind in, any person,
firm, joint venture, corporation or other entity whatsoever, except (i)
short-term investments in certificates of deposit of financial
institutions and similar investments made in the ordinary course of
business, (ii) to the extent permitted by this Agreement, to or in any
Subsidiary, provided however, that aggregate investments and/or capital
contributions by the Borrower and its Domestic Subsidiaries in or to the
Foreign Subsidiaries (taken as a whole) shall in no event exceed
$1,000,000 per year, and (iii) provided that Borrower remains at all
times in compliance with each of the financial covenants set forth in
Article 10 hereof, payment of up to (A) $10,000,000 in the aggregate for
repurchases of common stock of Detection Systems, Inc. between April 1,
1999 and March 31, 2000, and (B) $1,500,000 in the aggregate for
repurchases of common stock of Detection Systems, Inc. following March
31, 2000.
. Section 10.2 of the Agreement is amended in its entirety to read
as follows:
10.2 Minimum Fixed Charge Coverage. Maintain a ratio of
(a) EBITDA minus Distributions, minus provision for taxes, minus
capital expenditures not funded by Funded Debt or out of additional paid
in capital, to (b) Fixed Charges, calculated for the quarter ending on
the measurement date plus the fewer of either (i) the last three
preceding quarters, or (ii) the number of quarters except the
measurement date quarter that have ended after March 31, 1998, as shown
on the quarterly financial statements provided to the Bank, of at least
1.5 to 1.0 for the quarter ending June 30, 1998 and thereafter.
. Section 10.4 of the Agreement is amended in its entirety to read
as follows:
10.4 Minimum Tangible Net Worth. Maintain a minimum
Tangible Net Worth equal to at least ninety-five percent (95%) of Tangible Net
Worth of the Borrower as of March 31, 2000 plus, in each succeeding fiscal
quarter, an amount equal to seventy-five percent (75%) of net operating income
for all periods following March 31, 2000 plus one hundred percent (100%) of
the net proceeds from any sale of stock or other equity interests in the
Borrower for all periods following March 31, 2000 as shown on each quarterly
financial statement provided to the Bank.
. Borrower hereby confirms the accuracy of and remakes as of the
date hereof all of its representations, warranties and covenants contained in
the Agreement.
. Borrower confirms that as of the date hereof, there exists no
condition or event that constitutes (or that would after expiration of
applicable grace or cure periods constitute) an Event of Default as described
in Article 12 of the Agreement, except for events or conditions that will no
longer constitute Events of Default upon the effective date of this Amendment.
. As of the date hereof, the Borrower has no defenses, offsets,
claims or counterclaims with respect to its obligations arising under the
Agreement or this Amendment and all related documents and instruments.
. Borrower agrees to pay any and all costs incurred in connection
with preparation for closing, the closing, and post-closing items relating to
this Amendment including without limitation the legal fees and disbursements
of Bank's counsel.
. This Amendment, together with all of the rights and obligations of
the parties hereto, shall be construed, governed and enforced in accordance
with the laws of the State of New York.
IN WITNESS WHEREOF, the parties have executed this Amendment on the date
first above written.
FLEET NATIONAL BANK DETECTION SYSTEMS, INC.
By:_______________________________ By: ______________________________
Martin K. Birmingham Christopher P. Gerace
Vice President Vice President
