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Exhibit 10.1
AMENDMENT NO. 1 dated as of September 25, 2000 (this
"Amendment"), amending the CREDIT AGREEMENT (the "Credit Agreement") dated as of
November 17, 1999, among INTERLOGIX, INC., a Delaware corporation (formerly
known as ITI Technologies, Inc. and successor by merger to SLC Technologies,
Inc.) (the "Domestic Borrower"), the institutions party thereto, PNC BANK,
NATIONAL ASSOCIATION, as administrative agent for the Banks (the "Administrative
Agent"), THE BANK OF NOVA SCOTIA, as syndication agent for the Banks, and FIRST
UNION NATIONAL BANK, as Documentation Agent.
BACKGROUND
WHEREAS, the Domestic Borrower, the Banks, and the Agents have
entered into the Credit Agreement providing for extensions of credit from time
to time to the Borrowers; and
WHEREAS, the Domestic Borrower has requested the Banks agree
to certain amendments to the Credit Agreement and the Banks have, subject to the
terms and conditions contained herein, agreed to such amendments;
NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and in consideration
of the agreements herein, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise
specifically defined herein, each term used herein which is defined in the
Credit Agreement shall have the meaning assigned to such term in the Credit
Agreement.
SECTION 2. Representations and Warranties. The Domestic
Borrower represents and warrants to the Administrative Agent that:
(a) Good Standing and Power. The Domestic Borrower is duly
organized, validly existing and in good standing under the laws of the State of
Delaware.
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(b) Corporate Authority. The Domestic Borrower has full
corporate power and authority to execute, deliver and perform this Amendment and
the Credit Agreement as hereby amended and to incur the obligations provided for
herein and therein, all of which have been duly authorized by all proper and
necessary corporate action. No consent or approval of stockholders is required
as a condition to the validity or performance or the exercise by the
Administrative Agent of any of its rights or remedies under the Credit Agreement
as hereby amended.
(c) Authorizations. All authorizations, consents, approvals,
registrations, notices, exemptions and licenses with or from governmental
authorities and other persons, if any, which are necessary for the execution and
delivery of this Amendment, the performance by the Domestic Borrower of its
obligations hereunder and under the Credit Agreement as hereby amended and the
exercise by the Administrative Agent of its rights and remedies hereunder and
thereunder, have been effected or obtained and are in full force and effect.
(d) Binding Agreements. This Amendment and the Credit
Agreement as hereby amended constitute the valid and legally binding obligations
of the Domestic Borrower enforceable in accordance with their terms subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors rights
and to general equity principles.
(e) No Default. As of the date hereof, and after giving effect
to this Amendment, there does not exist any Event of Default or Incipient
Default.
SECTION 3. Amendments. The Domestic Borrower and the Banks
agree that, effective on the Effective Date (as defined below), clause (b) of
the first sentence of Section 7.3 shall be amended and restated in its entirety
to read as follows:
"(b) so long as no Incipient Default or Event of
Default exists or would result therefrom and the Net Proceeds are
applied as set forth in Section 2.6(d), the sale or other disposition
of other assets resulting in Net Proceeds during any fiscal year not
exceeding $20,000,000 (or solely in the fiscal year ending December 31,
2000, such greater amount, not to exceed $23,000,000, to the extent
such increased amount results from the sale of dealer loan receivables
to SAFE Financial, LLC or its affiliates);"
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SECTION 4. Effectiveness. This Amendment shall become
effective on the date (the "Effective Date") on or prior to October 31, 2000, if
the Administrative Agent shall have received by fax or otherwise counterparts of
this Amendment signed by the Domestic Borrower and the Required Lenders.
In the event the foregoing condition precedent is not
satisfied on or before October 31, 2000, the provisions of this Amendment shall
automatically become null and void and shall have no further force or effect.
SECTION 5. Continuing Effectiveness. The Credit Agreement
shall remain in full force and effect in accordance with its terms except as
expressly modified by this Amendment. The Domestic Borrower agrees that this
Amendment in no way acts as a release or relinquishment of the liens or other
rights created under the Credit Agreement or any Transaction Document. Such
liens and other rights are hereby ratified and confirmed by the Domestic
Borrower in all respects.
SECTION 6. Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York.
SECTION 7. Counterparts. This Amendment may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
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IN WITNESS WHEREOF, the undersigned have executed this
Amendment as of the date written above.
INTERLOGIX, INC., individually
as a Borrower and as agent for
the Borrowers
By /s/ JOHN LOGAN
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Name John Logan
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Title CFO
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PNC BANK, NATIONAL ASSOCIATION,
individually as an Issuing Bank and as
Administrative Agent
By /s/ AMY T. PETERSEN
--------------------------------
Name Amy T. Petersen
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Title Vice President
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THE BANK OF NOVA SCOTIA,
individually as an Issuing Bank and
as Syndication Agent
By /s/ PHILIP N. ADSETTS
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Name Philip N. Adsetts
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Title Director
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FIRST UNION NATIONAL BANK,
individually and as
Documentation Agent
By /s/ JOHN L. THOMAS
--------------------------------
Name John L. Thomas
--------------------------------
Title Vice President
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THE CHASE MANHATTAN BANK
By /s/ SHERRY L. [ILLEGIBLE]
--------------------------------
Name Sherry L. [Illegible]
--------------------------------
Title Vice President
--------------------------------
NATIONAL CITY BANK OF
PENNSYLVANIA
By /s/ MELISSA G. LANDAY
--------------------------------
Name Melissa G. Landay
Title Vice President
--------------------------------
SUNTRUST BANK
By /s/ W. DAVID WISDOM
--------------------------------
Name W. David Wisdom
--------------------------------
Title Vice President
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THE BANK OF NEW YORK
By /s/ WALTER C. PARELLI
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Name Walter C. Parelli
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Title Vice President
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BANK OF AMERICA, N.A.
By /s/ ROBERT M. SEARSON
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Name Robert M. Searson
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Title Senior Vice President
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SUMMIT BANK
By /s/ WILLIAM M. HOLLAND
--------------------------------
Name William M. Holland
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Title Vice President/Director
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COMERICA BANK
By /s/ ROBERT P. WILSON
--------------------------------
Name Robert P. Wilson
--------------------------------
Title AVP
--------------------------------
WELLS FARGO BANK MINNESOTA, N.A. (formerly
known as NORWEST BANK MINNESOTA, N.A.)
By /s/ THOMAS H. GOBLIRSCH
--------------------------------
Name Thomas H. Goblirsch
--------------------------------
Title Vice President
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DANSKE BANK A/S
f/k/a DEN DANSKE BANK AKTIESELSKAB
By /s/ DANIEL P. LENZO
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Name Daniel P. Lenzo
--------------------------------
Title Vice President
--------------------------------
By /s/ JOHN A. O'NEILL
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Name John A. O'Neill
--------------------------------
Title Vice President
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ERSTE BANK DER
OESTERREICHISCHEN SPARKASSEN
AG-NEW YORK
By /s/ RIMA TERRADISTA By /s/ JOHN S. RUNNION
-------------------------------- ----------------------------------
Name Rima Terradista Name John S. Runnion
-------------------------------- ----------------------------------
Title Vice President Title First Vice President
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Erste Bank New York Branch
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