Ex-10.K
AMENDMENT NO. 2 TO THE LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 2 to the Loan and Security Agreement dated as of June 30,
1999 ("Amendment No. 2") by and between NAPCO SECURITY SYSTEMS, INC., a New York
corporation having a place of business at 333 Bayview Avenue, Amityville, New
York 11701 (the "Debtor") and HSBC BANK USA F/K/A MARINE MIDLAND BANK, having a
place of business at 534 Broad Hollow Road, Melville, New York 11747 (the
"Secured Party").
WITNESSETH
WHEREAS, as of May 12, 1997, Debtor and Secured Party had entered into a
certain loan and security agreement, as amended by amendment no. 1 to the loan
and security agreement dated as of May 28, 1998, as may be amended from time to
time (the "Agreement");
WHEREAS, the Debtor has requested that the Secured Party extend the
Termination Date, as set forth in the Agreement and the Secured Party has agreed
to do so, in the manner set forth below, provided however, that, among other
things, Debtor execute this Amendment No. 2.
NOW, THEREFORE, in consideration of the mutual promises and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto agree as follows:
1. The definition of "Termination Date" contained in Section 1.1. of the
Agreement is hereby amended to read in its entirety as follows:
"Termination Date" shall mean the earlier to occur of (a)
November 30, 2000 or, if such day shall not be a Business Day,
the next succeeding Business Day, or (b) upon the occurrence of
an Event of Default.
2. As an inducement to the Bank extending the Termination Date, Debtor
represents and warrants to Secured Party that, as of the date of execution of
this Amendment No. 2, (i) the representations and warranties set forth in
Article 4 of the Agreement and the representations and warranties of Debtor and
any Third Party set forth in the other Transaction Documents to which any is a
party are true and correct in all respects, (ii) no event has occurred and is
continuing which constitutes an "Event of Default" under any of the Transaction
Documents (as "Event of Default" is defined in each of those Transaction
Documents"), and (iii) Debtor is in compliance with the covenants set forth in
Articles 9 and 10 of the Agreement.
3. Debtor represents and warrants to Secured Party that there are no
offsets, defenses or counterclaims to the payment of the indebtedness owing
Secured Party, including the Advances, and to the continuing general security
interest in the Collateral granted to Secured Party by Debtor as security for
payment of the indebtedness, as fully described in the Agreement.
4. Except as modified herein, all other provisions of the Agreement and the
other Transaction Documents remain unmodified and are in full force and effect.
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5. This Amendment No. 2 shall be governed by the laws of the State of New
York.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 as of
the day and year first above written.
HSBC BANK USA F/K/A MARINE
MIDLAND BANK
By: /s/ Thomas J. Dionian
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Vice President
NAPCO SECURITY SYSTEMS, INC.
By: /s/ Kevin Buchel
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Senior Vice President
STATE OF NEW YORK
SS:
COUNTY OF SUFFOLK
On this 9th day of August, 1999, before me, the undersigned, a Notary Public in
and for said State, personally came THOMAS J. DIONIAN, personally known to me or
proved to me on the basis of satisfactory evidence to be the person, whose name
is subscribed to the within instrument and acknowledged to me that he executed
the same in his capacity and that by his signature on the instrument, the person
or entity upon behalf of which the person acted executed the instrument.
/s/ Antonella Stallone
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Notary Public
STATE OF NEW YORK
SS:
COUNTY OF SUFFOLK
On this 9th day of August, 1999, before me, the undersigned, a Notary Public in
and for said State, personally came KEVIN BUCHEL, personally known to me or
proved to me on the basis of satisfactory evidence to be the person, whose name
is subscribed to the within instrument and acknowledged to me that he executed
the same in his capacity and that by his signature on the instrument, the person
or entity upon behalf of which the person acted executed the instrument.
/s/ Antonella Stallone
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Notary Public
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