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Exhibit 10.4
ASSUMPTION AGREEMENT
This ASSUMPTION AGREEMENT (this "Agreement"), dated as of May 2, 2000,
is executed and delivered by INTERLOGIX, INC., a Delaware corporation (formerly
known as ITI TECHNOLOGIES, INC.) ("INTERLOGIX") and PNC BANK, NATIONAL
ASSOCIATION, as administrative agent (the "Administrative Agent") for the
Lenders (defined below).
WITNESSETH:
WHEREAS, pursuant to a Credit Agreement, dated as of November 17, 1999
(as amended, supplemented, amended and restated or otherwise modified from time
to time, the "Credit Agreement") among SLC Technologies, INC., a Delaware
corporation (the "Borrower") , the various financial institutions as are, or may
from time to time become, parties thereto (collectively, the "Lenders"), and the
Administrative Agent for the Lenders, the Lenders have extended Commitments
(such capitalized term and the other terms used herein to have the meanings
provided in Article I below) to make Credit Extensions to the Borrower on or
after the Merger Date;
WHEREAS, upon consummation of the Merger, INTERLOGIX is required to
assume each and every obligation of the Borrower under the Credit Agreement,
each other Loan Document and each other document and agreement entered into in
connection therewith, and to execute and deliver this Agreement; and
WHEREAS, INTERLOGIX has duly authorized the execution, delivery and
performance of this Agreement;
NOW THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged by INTERLOGIX, and to induce the Lenders to make
Credit Extensions to INTERLOGIX pursuant to the Credit Agreement, INTERLOGIX
agrees with the Administrative Agent for the benefit of all the Lenders as
follows:
ARTICLE I
DEFINITIONS
Section 1.1. Certain Terms. The following terms (whether or not
underscored) when used in this Agreement, including its preamble and recitals,
shall have the following meanings (such definitions to be equally applicable to
the singular and plural forms thereof)
"Administrative Agent" is defined in the preamble.
"Agreement" is defined in the preamble.
"Borrower" is defined in the first recital.
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"Credit Agreement" is defined in the first recital.
"Lenders" is defined in the first recital.
Section 1.2. Credit Agreement Definitions. Unless otherwise defined
herein or the context otherwise requires, terms for which meanings are provided
in the Credit Agreement are used in this Agreement, and its preamble and
recitals, with such meanings.
ARTICLE II
ASSUMPTION
Section 2.1. Assumption of Obligations. Effective as of the Merger
Effective Time, INTERLOGIX, as the successor in interest to the Borrower, hereby
(a) assumes (by operation of law and pursuant to this Agreement)
and agrees to be bound by, perform, observe, and hereby confirms each
and every covenant, agreement, term, condition, obligation,
appointment, duty and liability of the Borrower under and with respect
to the Credit Agreement, each other Loan Document and each other
document and agreement entered into in connection therewith;
(b) accepts and assumes all liabilities of the Borrower related to
any representation or warranty made by, and all rights and powers of
the Borrower under or in connection with, the Credit Agreement, each
other Loan Document and each other document and agreement entered into
in connection therewith, and confirms and restates all such
representations and warranties;
(c) confirms and acknowledges that it is the "Borrower" referred
to in the Credit Agreement, each other Loan Document and each other
document and agreement entered into in connection therewith that was
executed and delivered by the Borrower, and hereby agrees to perform
and observe all the covenants, agreements, terms, conditions,
obligations, appointments, duties and liabilities of the Borrower under
the Credit Agreement, each other Loan Document and each other document
and agreement entered into in connection therewith that was executed
and delivered by the Borrower, as if it had been the "Borrower"
thereunder from the original execution and delivery thereof;
(d) confirms and agrees that it possesses all the rights,
privileges, powers and franchises (both public and private), and is
subject to all the restrictions, disabilities and duties of the
Borrower, and that the rights of the Lenders under the Credit Agreement
and each other Loan Document shall be unimpaired and remain in full
force and effect and are hereby ratified and confirmed in all respects;
and
(e) confirms and acknowledges that (i) INTERLOGIX is a corporation
duly incorporated and validly existing in good standing under the laws
of the State of Delaware, (ii) the Borrower had (A) all requisite power
and authority to enter into the Merger and to authorize the assumption
of the rights and obligations in connection therewith and (B) duly
authorized the Merger and the assumption of rights and obligations in
connection therewith, (iii) the consummation of the Merger and the
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assumption by INTERLOGIX of all the rights and obligations of the
Borrower will not violate or result in a default under any applicable
laws, rules or regulations or material agreements (except as set forth
in the Credit Agreement), orders or judgments binding on or applicable
to the Borrower, and (v) the Credit Agreement, each other Loan Document
and each other document and agreement entered into in connection
therewith is in full force and effect and binding and enforceable
against INTERLOGIX in accordance with their applicable terms (in each
case, subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating
to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and
an implied covenant of good faith and fair dealing).
ARTICLE III
MISCELLANEOUS
Section 3.1. Further Assurances. Without limitation to the other terms
and provisions of this Agreement, INTERLOGIX agrees to execute and deliver, from
time to time, such documents or agreements as the Administrative Agent may
reasonably request to give effect to the terms of this Agreement.
Section 3.2. Loan Document. This Agreement is a Loan Document executed
pursuant to the Credit Agreement, and shall be administered, construed and
applied in accordance with the terms and provisions thereof, including Article X
thereof.
Section 3.3. Successors and Assigns; Benefits. This Agreement shall be
binding upon INTERLOGIX and its successors and assigns and shall inure to the
benefit of each of the Lenders, the Administrative Agent and each of their
respective successors and assigns.
Section 3.4. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be an original and all of which when taken
together shall constitute one and the same agreement.
Section 3.5. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, each of the undersigned has caused this Agreement
to be executed by its duly authorized officer as of the date and year first
above written.
INTERLOGIX, INC.
By
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Name:
Title:
PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent
By
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Name:
Title:
[ASSUMPTION AGREEMENT]
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IN WITNESS WHEREOF, each of the undersigned has caused this Agreement
to be executed by its duly authorized officer as of the date and year first
above written.
INTERLOGIX, INC.
By /s/ Kenneth L. Boyda
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Name: Kenneth L. Boyda
Title: President & CEO
PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent
By /s/ Amy T. Petersen
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Name: Amy T. Petersen
Title: Vice President
