Amendment No. 3 to Credit Agreement among Interlogix, Inc. and Multiple Lenders, dated June 15, 2001

Summary

This amendment updates the existing Credit Agreement between Interlogix, Inc. and a group of banks, including PNC Bank, The Bank of Nova Scotia, and others. The main change is to the definition of the "Letter of Credit Sublimit," setting it at the lesser of the aggregate commitments, $17 million, or a reduced amount as specified. The amendment becomes effective once all required parties sign by June 30, 2001. All other terms of the original Credit Agreement remain in effect, and the amendment does not release any existing liens or rights.

EX-10.1 3 d89526ex10-1.txt AMENDMENT NO. 3 TO CREDIT AGREEMENT 1 EXHIBIT 10.1 AMENDMENT NO. 3 dated as of June 15, 2001 (this "Amendment"), amending the CREDIT AGREEMENT (as amended by Amendment No. 1 dated as of September 25, 2000 and Amendment No. 2 dated as of November 29, 2000, 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. (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 2 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), the definition of the term "Letter of Credit Sublimit" in Section 1.1 is amended and restated to read as follows: "Letter of Credit Sublimit" means the least of (a) the aggregate Commitments, (b) Seventeen Million Dollars ($17,000,000.00) or (c) such lesser amount as reduced by the Borrowers pursuant to SECTION 2.4." SECTION 4. Effectiveness. This Amendment shall become effective on the date (the "EFFECTIVE DATE") on or prior to June 30, 2001, if the Administrative Agent shall have received by fax or otherwise counterparts of this Amendment signed by the Domestic Borrower, the Issuing Banks and the Required Lenders. In the event the foregoing condition precedent is not satisfied on or before June 30, 2001, 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. -2- 3 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. -3- 4 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 ------------------------------- Name ----------------------------- Title ---------------------------- PNC BANK, NATIONAL ASSOCIATION, individually, as an Issuing Bank and as Administrative Agent By ------------------------------- Name ----------------------------- Title ---------------------------- THE BANK OF NOVA SCOTIA, individually, as an Issuing Bank and as Syndication Agent By ------------------------------- Name ----------------------------- Title ---------------------------- -4- 5 FIRST UNION NATIONAL BANK, individually and as Documentation Agent By ------------------------------- Name ----------------------------- Title ---------------------------- THE CHASE MANHATTAN BANK By ------------------------------- Name ----------------------------- Title ---------------------------- NATIONAL CITY BANK OF PENNSYLVANIA By ------------------------------- Name ----------------------------- Title ---------------------------- SUNTRUST BANK By ------------------------------- Name ----------------------------- Title ---------------------------- THE BANK OF NEW YORK By ------------------------------- Name ----------------------------- Title ---------------------------- -5- 6 BANK OF AMERICA, N.A. By ------------------------------- Name ----------------------------- Title ---------------------------- SUMMIT BANK By ------------------------------- Name ----------------------------- Title ---------------------------- COMERICA BANK By ------------------------------- Name ----------------------------- Title ---------------------------- (WELLS FARGO BANK MINNESOTA, N.A. (formerly know as NORWEST BANK MINNESOTA, N.A.) By ------------------------------- Name ----------------------------- Title ---------------------------- -6- 7 DANSKE BANK A/S (FORMERLY KNOWN AS DEN DANSKE BANK AKTIESELSKAB) By ------------------------------- Name ----------------------------- Title ---------------------------- By ------------------------------- Name ----------------------------- Title ---------------------------- -7- 8 ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG-NEW YORK By ------------------------------- Name ----------------------------- Title ---------------------------- -8- 9 CONSENT AND AGREEMENT The undersigned as of the 15th day of July, 2001 (as to itself and not any other signatory below): (i) consents and agrees to the foregoing amendments to the Credit Agreement (as amended by the foregoing, the "Amended Credit Agreement") and (ii) agrees that the Guaranty, dated as of May 2, 2000 of the undersigned in favor of PNC Bank, National Association, as Administrative Agent, remains in full force and effect after giving effect to such amendments. SLC HOLDINGS, INC. By: -------------------------------- Name: Title: CCTV CORP By: -------------------------------- Name: Title: IMPAC TECHNOLOGIES By: -------------------------------- Name: Title: INTERACTIVE TECHNOLOGIES, INC. By: -------------------------------- Name: Title: CADDX CONTROLS, INC. By: -------------------------------- Name: Title: 10 ITI INTERNATIONAL, INC. By: -------------------------------- Name: Title: ITI FINANCE CORPORATION By: -------------------------------- Name: Title: ITI DIRECT, INC. By: -------------------------------- Name: Title: -2-