EXHIBIT 10.02
Second Amendment
to
Revolving Credit Agreement
Second Amendment dated as of June 28, 2002 to Revolving Credit Agreement
(the "Second Amendment"), by and between LIFELINE SYSTEMS, INC., a Massachusetts
corporation (the "Borrower") and CITIZENS BANK OF MASSACHUSETTS (the "Bank"),
amending certain provisions of the Revolving Credit Agreement dated as of April
22, 1998 (as amended and in effect from time to time, the "Credit Agreement")
between the Borrower and the Bank. Terms not otherwise defined herein which are
defined in the Credit Agreement shall have the same respective meanings herein
as therein.
WHEREAS, the Borrower and the Bank 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:
(S)1. Amendment to Section 1 of the Credit Agreement. The definition of
"Revolving Credit Loan Maturity Date" contained in s1.1 of the Credit Agreement
is hereby amended by deleting the date "June 30,2002" which appears in such
definition and substituting in place thereof the date "July 30,2002".
(S)2. Conditions to Effectiveness. This Second Amendment shall not become
effective until the Bank receives a counterpart of this Second Amendment,
executed by the Borrower and the Bank.
(S)3. Representations and Warranties. The Borrower hereby repeats, on and
as of the date hereof, each of the representations and warranties made by it in
s6 of the Credit Agreement, and such representations and warranties remain true
as of the date hereof (except to the extent of changes resulting from
transactions contemplated or permitted by the Credit Agreement and the other
Loan Documents and changes occurring in the ordinary course of business that
singly or in the aggregate are not materially adverse, and 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, the Borrower hereby
represents and warrants that the execution and delivery by the Borrower of this
Second Amendment and the performance by the Borrower and each Subsidiary of all
of its agreements and obligations under the Credit Agreement as amended hereby
and the other Loan Documents are within the corporate authority of each the
Borrower and such Subsidiary and has been duly authorized by all necessary
corporate action on the part of the Borrower and each such Subsidiary.
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(S)4. Ratification, Etc. Except as expressly amended hereby, the Credit
Agreement and all documents, instruments and agreements related thereto,
including, but not limited to the other Loan Documents, 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 or any related
agreement or instrument to the Credit Agreement shall hereafter refer to the
Credit Agreement as amended hereby.
(S)5. No Waiver. Nothing contained herein shall constitute a waiver of,
impair or otherwise affect any Obligations, any other obligation of the Borrower
or any rights of the Agent or the Banks consequent thereon.
(S)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.
(S)7. Governing Law. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(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.
LIFELINE SYSTEMS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
__________________________
Title: SVP/CFO
CITIZENS BANK OF MASSACHUSETTS
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
__________________________
Title: Vice President