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Exhibit 10
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SECOND AMENDMENT
TO AMENDED AND RESTATED MULTICURRENCY REVOLVING CREDIT
AGREEMENT
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Second Amendment dated as of February 20, 1998 to Amended and Restated
Multicurrency Revolving Credit Agreement (the "Second Amendment"), by and among
SENSORMATIC ELECTRONICS CORPORATION, a Delaware corporation (the "Parent"),
BANKBOSTON, N.A. (formerly known as The First National Bank of Boston) and the
other lending institutions listed on SCHEDULE 1 to the Credit Agreement (as
hereinafter defined) (collectively, the "Banks"), amending certain provisions of
the Amended and Restated Multicurrency Revolving Credit Agreement dated as of
March 18, 1997 (as amended and in effect from time to time, the "Credit
Agreement") by and among the Parent, the other Borrowing Subsidiaries (as such
term is defined in the Credit Agreement) which may from time to time become
parties thereto in accordance with the terms thereof (collectively with the
Parent, the "Borrowers"), the Banks and BANKBOSTON, N.A. as agent for the Banks
(in such capacity, the "Agent"), with NATIONSBANK, N.A. as syndication agent
thereunder. Terms not otherwise defined herein which are defined in the Credit
Agreement shall have the same respective meanings herein as therein.
WHEREAS, the Borrowers and the Majority Banks have agreed to modify
certain terms and conditions of the Credit Agreement as specifically set forth
in this Second Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
SS.1. AMENDMENT TO SS.1 OF THE CREDIT AGREEMENT. Section 1 of the
Credit Agreement is hereby amended by deleting the definition of "Debt" in its
entirety and restating it as follows:
DEBT. With respect to any Person at any date, without
duplication, (a) all obligations of such Person for borrowed money, (b)
all obligations of such Person evidenced by bonds, debentures, notes or
other similar instruments, (c) all obligations of such Person to pay
the deferred purchase price of property or services, except trade
accounts payable arising in the ordinary course of business, (d) all
obligations of such Person as lessee under capital leases, (e) all
obligations of such Person to reimburse any bank or other Person in
respect of amounts payable under a banker's acceptance, (f) all
Redeemable Preferred Stock of such Person (in the event such Person is
a corporation), (g) all obligations of such Person to reimburse any
bank or other Person in respect of amounts paid under a letter of
credit or similar instrument, (h) all Debt of others secured by a Lien
on any asset of such Person, even though such Debt is not assumed by
such Person, (i) all Debt of others Guaranteed by such Person, (j)
amounts of any reserves for doubtful accounts recorded on the
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books of such Person for leases, receivables and other accounts sold,
factored or otherwise disposed of by such Person, (k) solely for
purposes of ss.ss.10.1(d), 11.2 and 11.3 hereof, and without
duplication for amounts set forth in subparagraph (j) of this
definition, the aggregate principal amount of all advances against
Trade Receivables sold or factored by such Person in excess of
$75,000,000; (l) solely for purposes of ss.ss.10.1(d), 11.2 and 11.3
hereof, and without duplication for amounts set forth in subparagraph
(j) of this definition, the recourse portion of all Term Receivables
sold by such Person after January 1, 1997; (m) solely for purposes of
ss.10.1(e) hereof and without duplication for amounts set forth in
paragraph (j) of this definition, the recourse portion of all Term
Receivables and Trade Receivables sold or factored by any Subsidiary
after January 1, 1997; and (n) unfunded pension liabilities in
connection with any Plan; PROVIDED, that in no event shall "Debt"
include any Factored Receivables Obligations except as expressly
provided in subparagraph (k), (l) and (m) of this definition.
SS.2. CONDITIONS TO EFFECTIVENESS. This Second Amendment shall not
become effective until the Agent receives a counterpart of this Second Amendment
executed by the Borrowers and the Majority Banks.
SS.3. REPRESENTATIONS AND WARRANTIES. Each of the Borrowers hereby
repeats, on and as of the date hereof, each of the representations and
warranties made by it in ss.8 of the Credit Agreement (except to the extent that
such representations and warranties relate expressly to an earlier date),
PROVIDED, that all references therein to the Credit Agreement shall refer to
such Credit Agreement as amended hereby. In addition, each of the Borrowers
hereby represents and warrants that the execution and delivery by such Borrower
of this Second Amendment and the performance by such Borrower of all of its
agreements and obligations under the Credit Agreement as amended hereby are
within the corporate authority of such Borrower and have been duly authorized by
all necessary corporate action on the part of such Borrower, and further
represents and warrants that the execution and deliver by such Borrower of this
Second Amendment and the performance by such Borrower of the transactions
contemplated hereby will not contravene, or constitute a default under, any
material provision of applicable law or regulation or, to the best of the
Borrower's knowledge, of any material agreement relating to Debt, or other
material instrument relating to Debt, judgment, injunction, order or decree
binding upon the Borrower.
SS.4. RATIFICATION, ETC. Except as expressly amended hereby, the Credit
Agreement and all documents, instruments and agreements related thereto are
hereby ratified and confirmed in all respects and shall continue in full force
and effect. The Credit Agreement and this Second Amendment shall be read and
construed as a single agreement. All references in the Credit Agreement, the
Loan Documents or any related agreement or instrument to the Credit Agreement
shall hereafter refer to the Credit Agreement as amended hereby.
SS.5. NO WAIVER. Nothing contained herein shall constitute a waiver of,
impair or otherwise affect any Obligations, any other obligation of the
Borrowers or any rights of the Agent or the Banks consequent thereon.
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SS.6. COUNTERPARTS. This Second Amendment may be executed in one or
more counterparts, each of which shall be deemed an original but which together
shall constitute one and the same instrument.
SS.7. GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT
REFERENCE TO CONFLICT OF LAWS).
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IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment as a document under seal as of the date first above written.
SENSORMATIC ELECTRONICS
CORPORATION
By:
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Name:
Title:
BANKBOSTON, N.A.
By:
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Name:
Title:
SUN TRUST BANK, SOUTH FLORIDA, N.A.
By:
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Name:
Title:
CITIBANK, N.A.
By:
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Name:
Title:
THE FUJI BANK LIMITED,
NEW YORK BRANCH
By:
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Name:
Title:
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CIBC, INC.
By:
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Name:
Title:
NATIONSBANK, N.A.
By:
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Name:
Title:
UNION BANK OF SWITZERLAND,
NEW YORK BRANCH
By:
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Name:
Title:
By:
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Name:
Title:
LTCB TRUST COMPANY
By:
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Name:
Title:
MITSUBISHI TRUST & BANKING
CORPORATION (U.S.A.)
By:
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Name:
Title:
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THE SUMITOMO BANK, LIMITED
By:
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Name:
Title:
THE YASUDA TRUST AND BANKING
COMPANY LIMITED, NEW YORK BRANCH
By:
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Name:
Title:
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, ATLANTA AGENCY
By:
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Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:
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Name:
Title:
ISTITUTO BANCARIO SAN PAOLO DI
TORINO SPA
By:
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Name:
Title:
By:
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Name:
Title: