Attached files
| file | filename |
|---|---|
| 10-K - MACE SECURITY INTERNATIONAL INC | v178316_10k.htm |
| EX-11 - MACE SECURITY INTERNATIONAL INC | v178316_ex11.htm |
| EX-21 - MACE SECURITY INTERNATIONAL INC | v178316_ex21.htm |
| EX-3.3 - MACE SECURITY INTERNATIONAL INC | v178316_ex3-3.htm |
| EX-23.1 - MACE SECURITY INTERNATIONAL INC | v178316_ex23-1.htm |
| EX-31.1 - MACE SECURITY INTERNATIONAL INC | v178316_ex31-1.htm |
| EX-32.1 - MACE SECURITY INTERNATIONAL INC | v178316_ex32-1.htm |
| EX-32.2 - MACE SECURITY INTERNATIONAL INC | v178316_ex32-2.htm |
| EX-31.2 - MACE SECURITY INTERNATIONAL INC | v178316_ex31-2.htm |
| EX-10.29 - MACE SECURITY INTERNATIONAL INC | v178316_ex10-29.htm |
| EX-10.28 - MACE SECURITY INTERNATIONAL INC | v178316_ex10-28.htm |
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Exhibit
10.27
Amendment
to Credit Agreement
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This
agreement is dated as of December 21, 2009, by and between MACE SECURITY
INTERNATIONAL, INC. (the "Borrower") and JPMorgan Chase Bank, N.A. (together
with its successors and assigns the "Bank"). The provisions of this
agreement are effective on the date that this agreement has been executed by all
of the signers and delivered to the Bank (the "Effective Date").
WHEREAS, the Borrower and the
Bank entered into a credit agreement dated October 31, 2006, as amended (if
applicable) (the "Credit
Agreement"); and
WHEREAS, the Borrower has
requested and the Bank has agreed to amend the Credit Agreement as set forth in
this agreement;
NOW, THEREFORE, in mutual
consideration of the agreements contained herein and for other good and valuable
consideration, the parties agree as follows:
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1.
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DEFINED TERMS.
Capitalized terms used in this agreement shall have the same meanings as
in the Credit Agreement, unless otherwise defined in this
agreement.
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2.
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MODIFICATION OF CREDIT
AGREEMENT. The Credit Agreement is hereby amended as
follows:
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2.1
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From
and after the Effective Date, Section 5.2 N of the Credit Agreement
captioned “Liquidity” is hereby
amended and restated to read as
follows:
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N. Liquidity.
Permit at any time its total of unencumbered cash and marketable securities to
be less than $1,500,000.00.
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3.
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RATIFICATION. The
Borrower ratifies and reaffirms the Credit Agreement and the Credit
Agreement shall remain in full force and effect as modified by this
agreement.
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4.
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BORROWER REPRESENTATIONS AND
WARRANTIES. The Borrower represents and warrants that (a) the
representations and warranties contained in the Credit Agreement are true
and correct in all material respects as of the date of this agreement, (b)
no condition, event, act or omission which could constitute a default or
an event of default under the Credit Agreement, as modified by this
agreement, or any other Related Document exists, and (c) no condition,
event, act or omission has occurred and is continuing that with the giving
of notice, or the passage of time or both, would constitute a default or
an event of default under the Credit Agreement, as modified by this
agreement, or any other Related
Document.
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5.
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FEES AND EXPENSES. The
Borrower agrees to pay all fees and out-of-pocket disbursements incurred
by the Bank in connection with this agreement, including legal fees
incurred by the Bank in the preparation, consummation, administration and
enforcement of this agreement.
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6.
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EXECUTION AND DELIVERY.
This agreement shall become effective only after it is fully executed by
the Borrower and the Bank.
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7.
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ACKNOWLEDGEMENTS OF BORROWER /
RELEASE. The Borrower acknowledges that as of the date of this
agreement it has no offsets with respect to all amounts owed by the
Borrower to the Bank arising under or related to the Credit Agreement, as
modified by this agreement, or any other Related Document on or prior to
the date of this agreement. The Borrower fully, finally and forever
releases and discharges the Bank, its successors and assigns and their
respective directors, officers, employees, agents and representatives
(each a "Bank
Party") from any and all claims, causes of action, debts, demands
and liabilities, of whatever kind or nature, in law or in equity, of the
Borrower, whether now known or unknown to the Borrower, which may have
arisen in connection with the Credit Agreement or the actions or omissions
of any Bank Party related to the Credit Agreement on or prior to the date
hereof. ("Claims"); provided,
however, that the foregoing RELEASE SHALL INCLUDE ALL
CLAIMS ARISING OUT OF THE NEGLIGENCE OF ANY BANK PARTY, but not the
gross negligence or willful misconduct of any Bank Party. The Borrower
acknowledges and agrees that this agreement is limited to the terms
outlined above, and shall not be construed as an agreement to change any
other terms or provisions of the Credit Agreement. This agreement shall
not establish a course of dealing or be construed as evidence of any
willingness on the Bank's part to grant other or future agreements, should
any be requested.
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8.
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INTEGRATION, ENTIRE AGREEMENT,
CHANGE, DISCHARGE, TERMINATION, OR WAIVER. The Credit Agreement, as
modified by this agreement, and the other Related Documents contain the
complete understanding and agreement of the Borrower and the Bank in
respect of the Credit Facilities and supersede all prior understandings
and negotiations. No provision of the Credit Agreement, as modified by
this agreement, or the other Related Documents, may be changed,
discharged, supplemented, terminated, or waived except in a writing signed
by the party against whom it is being
enforced.
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9.
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Governing Law and Venue.
This agreement shall be governed by and construed in accordance with the
laws of the State of Texas (without giving effect to its laws of
conflicts). The Borrower agrees that any legal action or proceeding with
respect to any of its obligations under this agreement may be brought by
the Bank in any state or federal court located in the State of Texas, as
the Bank in its sole discretion may elect. By the execution and delivery
of this agreement, the Borrower submits to and accepts, for itself and in
respect of its property, generally and unconditionally, the non-exclusive
jurisdiction of those courts. The Borrower waives any claim that the State
of Texas is not a convenient forum or the proper venue for any such suit,
action or proceeding.
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10.
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NOT A NOVATION. This
agreement is a modification only and not a novation. Except as expressly
modified by this agreement, the Credit Agreement, any other Related
Documents, and all the terms and conditions thereof, shall be and remain
in full force and effect with the changes herein deemed to be incorporated
therein. This agreement is to be considered attached to the Credit
Agreement and made a part thereof. This agreement shall not release or
affect the liability of any guarantor of any promissory note or credit
facility executed in reference to the Credit Agreement or release any
owner of collateral granted as security for the Credit Agreement. The
validity, priority and enforceability of the Credit Agreement shall not be
impaired hereby. To the extent that any provision of this agreement
conflicts with any term or condition set forth in the Credit Agreement, or
any other Related Documents, the provisions of this agreement shall
supersede and control. The Bank expressly reserves all rights against all
parties to the Credit Agreement and the other Related
Documents.
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THIS
AGREEMENT REPRESENTS THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OR PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.
THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
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Borrower:
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MACE
SECURITY INTERNATIONAL, INC.
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By:
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/s/Gregory
Krzemien
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Gregory
Krzemien
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Treasurer
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Printed
Name
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Title
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Date
Signed:
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12/30/09
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Bank:
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JPMorgan
Chase Bank, N.A.
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By:
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/s/David
I. Shaw
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David
I. Shaw
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Sr.
Vice President
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Printed
Name
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Title
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Date Signed:
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12/30/09
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2