EXHIBIT 4.1
BORG-WARNER SECURITY CORPORATION
FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT
This FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT (this "AMENDMENT")
is dated as of March 14, 1996 and entered into by and among BORG-WARNER SECURITY
CORPORATION, a Delaware corporation ("COMPANY"), the financial institutions
listed on the signature pages hereof ("LENDERS"), NATIONSBANK, N.A., as
Documentation Agent ("DOCUMENTATION AGENT"), and BANKERS TRUST COMPANY, as Agent
for Lenders (in such capacity, "AGENT"), and, for purposes of Section 5 hereof,
the Credit Support Parties (as defined in Section 5 hereof) listed on the
signature pages hereof, and is made with reference to that certain Credit
Agreement dated as of October 16, 1995 by and among Company, Lenders,
Documentation Agent and Agent (the "CREDIT AGREEMENT"). Capitalized terms used
herein without definition shall have the same meanings herein as set forth in
the Credit Agreement.
RECITALS
WHEREAS, Company and Lenders desire to amend the Credit Agreement by
(i) amending the mandatory prepayment provisions thereof, (ii) amending certain
of the financial covenants contained therein and (iii) making certain other
amendments as set forth below;
WHEREAS, Company has requested that Lenders consent to the terms and
conditions of the Alarm Services Contract Securitization Facility; and
WHEREAS, subject to the terms and conditions of this Amendment, Lenders
are willing to agree to such amendments and to consent to such terms and
conditions;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 AMENDMENTS TO SECTION 1: DEFINITIONS.
------------------------------------
A. Subsection 1.1 of the Credit Agreement is hereby amended by adding
thereto the following definitions, which shall be inserted in proper
alphabetical order:
"'CALCULATION PERIOD' means the three month period commencing on each
March 26, June 26, September 26 and December 26 and concluding on
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the succeeding June 25, September 25, December 25 and March 25,
respectively; provided however, that the initial Calculation Period shall
commence on the date following the date of receipt by Company or any of its
Subsidiaries of the Initial Alarm Receivables Net Cash Proceeds and shall
conclude on the succeeding June 25, September 25, December 25 or March 25,
as the case may be.
'FIRST AMENDMENT' means that certain First Amendment to Credit
Agreement and Consent dated as of March 14, 1996 by and among Company,
Lenders, Documentation Agent and Agent.
'INITIAL ALARM RECEIVABLES NET CASH PROCEEDS' means the Net Cash
Proceeds received by Company or any of its Subsidiaries pursuant to the
Alarm Services Contract Securitization Facility on the date upon which the
Alarm Services Contract Securitization Facility becomes effective and the
initial purchase of receivables, contracts and/or leases is made thereunder.
'NET INCREMENTAL ALARM RECEIVABLES PROCEEDS' means, for any Calculation
Period, the sum of (i) the Purchase Amounts for Equipment Payment Rights
under Equipment Leases paid to Wells Fargo Alarm Services, Inc. ("Alarm") by
the purchaser thereof during such Calculation Period less (ii) any
Repurchase or Recourse Amounts paid by Alarm to the purchaser thereof during
such Calculation Period less (iii) payments received by such purchaser
during such Calculation Period with respect to all Equipment Payment Rights
sold to such purchaser since the date of commencement of the Alarm Services
Contract Securitization Facility, all as determined by reference to, and as
such capitalized terms are defined in, the Alarm Services Contract
Securitization Facility.
'PRO RATA BASIS' means, with respect to this Agreement, the percentage
which the Loan Exposure of all Lenders under this Agreement represents of
the sum of (i) the Loan Exposure of all Lenders under this Agreement plus
(ii) the commitments of all lenders under the Existing Revolving Credit
Agreement, and with respect to the Existing Revolving Credit Agreement, the
percentage which the commitments of all lenders under the Existing Revolving
Credit Agreement represents of the sum of (i) the Loan Exposure of all
Lenders under this Agreement plus (ii) the commitments of all lenders under
the Existing Revolving Credit Agreement."
B. Subsection 1.1 of the Credit Agreement is hereby further amended
by deleting clause (ii) of the definition of "Consolidated Excess Cash Flow" in
its entirety and by substituting the following therefor:
"(ii) to the extent such amounts have been included in the foregoing
clauses (x) and (y), amounts equal to the sum of (1) Net Cash Proceeds of
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Asset Sales applied to the prepayment of Loans pursuant to subsection
2.4B(ii)(a)(I) of this Agreement or to the prepayment of loans pursuant to
subsection 2.4A(ii)(a)(I) of the Existing Revolving Credit Agreement, (2)
Net Cash Proceeds of Asset Sales pursuant to the Alarm Services Contract
Securitization Facility whether or not applied to the prepayment of Loans
pursuant to subsection 2.4B(ii)(a)(II) of this Agreement or to the
prepayment of loans pursuant to subsection 2.4A(ii)(a)(II) of the Existing
Revolving Credit Agreement and (3) Net Reversion Amounts applied to the
prepayment of Loans pursuant to subsection 2.4B(ii)(b) of this Agreement or
to the prepayment of loans pursuant to subsection 2.4A(ii)(c) of the
Existing Revolving Credit Agreement."
1.2 AMENDMENTS TO SECTION 2: AMOUNTS AND TERMS OF COMMITMENTS AND
-------------------------------------------------------------
LOANS.
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A. MANDATORY PREPAYMENTS.
(1) Subsection 2.4B(ii)(a) of the Credit Agreement is hereby amended
by deleting it in its entirety and substituting the following therefor:
"(ii) Mandatory Prepayments.
---------------------
(a) (I) Prepayments from Asset Sales. No later than the second
Business Day following the date of receipt by Company or any of its
Subsidiaries of Cash Proceeds of any Asset Sale other than any Cash
Proceeds arising as a result of Asset Sales pursuant to the Alarm
Services Contract Securitization Facility, as to which subsection (II)
below applies, Company shall prepay the Loans in an amount equal to the
Net Cash Proceeds of such Asset Sale; provided however, that so long as
no Event of Default or Potential Event of Default shall have occurred
and be continuing, Company and its Subsidiaries shall not be required
to apply the Net Cash Proceeds of any Asset Sale to the mandatory
prepayment of the Loans pursuant to this subsection 2.4B(ii)(a)(I) to
the extent that (A) such Net Cash Proceeds have been or will be
reinvested in like assets or in other assets used in the business of
Company and its Consolidated Subsidiaries within six months of such
sale; provided that the aggregate amount of Net Cash Proceeds excluded
from application to the mandatory prepayment of the Loans pursuant to
this clause (A) does not exceed $5,000,000 in the aggregate, or (B)
such Net Cash Proceeds are less than $1,000,000 or are proceeds from
the sale of non-earning assets; provided that the aggregate amount of
Net Cash Proceeds excluded from application to the mandatory prepayment
of the Loans pursuant to this clause (B) does not exceed $5,000,000 in
the aggregate. Concurrently with any prepayment of the Loans pursuant
to this subsection 2.4B(ii)(a)(I),
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Company shall deliver to Agent an Officers' Certificate demonstrating
the derivation of the Net Cash Proceeds of the correlative Asset Sale
from the gross sales price thereof. Any such mandatory prepayments
shall be applied as specified in subsection 2.4B(iii)."
(II) Prepayments from Asset Sales pursuant to the Alarm
Services Contract Securitization Facility. No later than the second
Business Day following the date of receipt by Company or any of its
Subsidiaries of the Initial Alarm Receivables Net Cash Proceeds,
Company shall prepay the Loans and the loans outstanding under the
Existing Revolving Credit Agreement on a Pro Rata Basis in an aggregate
amount equal to such Net Cash Proceeds; and no later than each April
20, July 20, October 20 and January 20 thereafter, Company shall
prepay the Loans and the commitments under the Existing Revolving
Credit Agreement shall be permanently reduced on a Pro Rata Basis in an
aggregate amount equal to the Net Incremental Alarm Receivables
Proceeds, if such amount is a positive number, for the Calculation
Period ended as of the preceding March 25, June 25, September 25 and
December 25, as the case may be. Concurrently with any prepayment of
the Loans pursuant to this subsection 2.4B(ii)(a)(II), Company shall
deliver to Agent a Notice of Prepayment and Commitment Reduction
substantially in the form of Exhibit XIII annexed hereto. Any such
mandatory prepayments shall be applied as specified in subsection
2.4B(iii)."
(2) Subsection 2.4B(ii)(f) of the Credit Agreement is hereby amended
by (i) deleting the reference to "2.5" contained therein and substituting "2.45"
therefor and (ii) deleting the reference to "$160,000,000" contained therein and
substituting "$149,000,000" therefor.
1.3 AMENDMENTS TO SECTION 6: COMPANY'S NEGATIVE COVENANTS.
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A. CONTINGENT OBLIGATIONS. Subsection 6.4(xi) of the Credit
Agreement is hereby amended by adding at the end thereof the following:
"Contingent Obligations of Company's Consolidated Subsidiaries
with respect to the Alarm Services Contract Securitization Facility;
and"
B. INTEREST COVERAGE RATIO. Subsection 6.6A of the Credit Agreement
is hereby amended by deleting the table set forth therein in its entirety and
substituting the following therefor:
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MINIMUM
"FISCAL QUARTER ENDED INTEREST COVERAGE RATIO
--------------------- -----------------------
September 30, 1995 2.25:1.00
December 31, 1995 2.20:1.00
March 31, 1996 2.15:1.00
June 30, 1996 2.15:1.00
September 30, 1996 2.15:1.00
December 31, 1996 2.15:1.00
March 31, 1997 2.20:1.00
June 30, 1997 2.25:1.00
September 30, 1997 2.30:1.00
December 31, 1997 2.35:1.00
March 31, 1998 2.40:1.00
June 30, 1998 2.50:1.00
September 30, 1998 2.55:1.00
December 31, 1998 2.65:1.00"
C. LEVERAGE RATIO. Subsection 6.6B of the Credit Agreement is hereby
amended by deleting the table set forth therein in its entirety and substituting
the following therefor:
"FISCAL QUARTER ENDED MAXIMUM LEVERAGE RATIO
--------------------- ----------------------
September 30, 1995 3.75:1.00
December 31, 1995 4.20:1.00
March 31, 1996 4.05:1.00
June 30, 1996 3.85:1.00
September 30, 1996 3.75:1.00
December 31, 1996 3.60:1.00
March 31, 1997 3.45:1.00
June 30, 1997 3.30:1.00
September 30, 1997 3.15:1.00
December 31, 1997 3.05:1.00
March 31, 1998 2.90:1.00
June 30, 1998 2.75:1.00
September 30, 1998 2.65:1.00
December 31, 1998 2.45:1.00"
D. CONSOLIDATED EBITDA. Subsection 6.6D of the Credit Agreement is
hereby amended by deleting the table set forth therein in its entirety and
substituting the following therefor:
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MINIMUM CONSOLIDATED
"FISCAL QUARTER ENDED EBITDA
--------------------- --------------------
September 30, 1995 125,000,000
December 31, 1995 125,000,000
March 31, 1996 126,500,000
June 30, 1996 128,000,000
September 30, 1996 128,000,000
December 31, 1996 129,700,000
March 31, 1997 133,000,000
June 30, 1997 135,300,000
September 30, 1997 137,600,000
December 31, 1997 138,900,000
March 31, 1998 139,300,000
June 30, 1998 142,700,000
September 30, 1998 144,000,000
December 31, 1998 147,400,000"
E. RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES AND
ACQUISITIONS. Subsection 6.7(iii) of the Credit Agreement is hereby amended by
deleting clause (a) contained in the first proviso thereof in its entirety and
substituting the following therefor: "(a) (1) such Asset Sale is pursuant to the
Alarm Services Contract Securitization Facility or (2) such Asset Sale is made
for the fair market value of such assets and for at least eighty-five percent
(85%) cash, and"
1.4 AMENDMENTS TO SECTION 7: EVENTS OF DEFAULT.
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A. RECEIVABLES FACILITIES. Subsection 7.14 of the Credit Agreement
shall be amended by (1) deleting the word "or" at the end of clause (iv) thereof
and (2) by adding a new clause (vi) at the end thereof as follows:
"(vi) any condition or event shall occur which constitutes a Lessee
Notice Event (as defined in the Alarm Services Contract Securitization
Facility) under clause (iv) of Section 20.1 of the Alarm Services Contract
Securitization Facility involving an amount in excess of $2,500,000; or any
condition or event shall occur which constitutes an Event of Seller Default
involving an amount in excess of $2,500,000 (as defined in the Security
Agreement executed in connection with the Alarm Services Contract
Securitization Facility)."
1.5 AMENDMENT OF EXHIBITS.
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A. EXHIBIT IV: FORM OF COMPLIANCE CERTIFICATE. Exhibit IV to the
Credit Agreement is hereby amended by:
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(1) deleting each reference to "Attachment No. 1" contained therein and
substituting "Attachments Nos. 1 and 2" therefor; and
(2) adding thereto a new Attachment No. 2 in the form of Annex A to
this Amendment.
1.6 ADDITION OF EXHIBITS.
--------------------
A. EXHIBIT XIII: FORM OF NOTICE OF COMMITMENT REDUCTION AND
PREPAYMENT. The Credit Agreement is hereby amended by adding thereto a new
Exhibit XIII in the form of Annex B to this Amendment.
SECTION 2. CONSENT
A. ALARM SERVICES CONTRACT SECURITIZATION FACILITY. Each Lender
executing this Amendment hereby consents to the terms and conditions of the
Alarm Services Contract Securitization Facility substantially in the form
annexed hereto as Annex C.
B. AMENDMENT OF L/C AGREEMENT. Each Lender executing this Amendment
hereby consents to the amendment of the L/C Agreement substantially in the form
annexed hereto as Annex D.
C. AMENDMENT OF EXISTING REVOLVING CREDIT FACILITY. Each Lender
executing this Amendment hereby consents to the amendment of the Existing
Revolving Credit Agreement substantially in the form annexed hereto as Annex E.
SECTION 3. CONDITIONS TO EFFECTIVENESS
Section 1 and Section 2 of this Amendment shall become effective only
upon the satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the "FIRST AMENDMENT
EFFECTIVE DATE"):
A. COMPANY DOCUMENTS. On or before the First Amendment Effective
Date, Company shall deliver to Lenders (or to Agent for Lenders with sufficient
originally executed copies, where appropriate, for each Lender) the following,
each, unless otherwise noted, dated the First Amendment Effective Date:
(i) Signature and incumbency certificates of its officers executing
this Amendment; and
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(ii) Copies of this Amendment, executed by Company and each of the
Credit Support Parties.
B. REQUISITE LENDER EXECUTION. On or before the First Amendment
Effective Date, Requisite Lenders shall have delivered to Agent originally
executed copies of this Amendment; provided however, that unless Lenders having
or holding 90% of the sum of the aggregate Loan Exposure of all Lenders shall
have delivered to Agent originally executed copies of this Amendment, Section
1.2A(2) of this Amendment shall not become effective.
C. EXISTING L/C AGREEMENT. On or before the First Amendment
Effective Date, corresponding consents and amendments shall have been obtained
or made with respect to the Existing L/C Agreement. Such amendment shall be
satisfactory in form and substance to Agent and Requisite Lenders.
D. EXISTING REVOLVING CREDIT AGREEMENT. On or before the First
Amendment Effective Date, corresponding consents and amendments shall have been
obtained or made with respect to the Existing Revolving Credit Agreement. Such
amendment shall be satisfactory in form and substance to Agent and Requisite
Lenders.
E. COMPLETION OF PROCEEDINGS. On or before the First Amendment
Effective Date, all corporate and other proceedings taken or to be taken in
connection with the transactions contemplated hereby and all documents
incidental thereto not previously found acceptable by Agent, acting on behalf of
Lenders, and its counsel shall be satisfactory in form and substance to Agent
and such counsel, and Agent and such counsel shall have received all such
counterpart originals or certified copies of such documents as Agent may
reasonably request.
SECTION 4. COMPANY'S REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, Company represents and
warrants to each Lender that the following statements are true, correct and
complete:
A. CORPORATE POWER AND AUTHORITY. Company has all requisite
corporate power and authority to enter into this Amendment and to carry out the
transactions contemplated by, and perform its obligations under, the Credit
Agreement as amended by this Amendment (the "AMENDED AGREEMENT").
B. ACCOUNTING METHOD. The materials provided to Agent and Lenders in
connection with this Amendment were prepared using accounting methods consistent
with the accounting methods used to prepare Company's financial statements for
its fiscal year ended December 31, 1995.
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C. AUTHORIZATION OF AGREEMENTS. The execution and delivery of this
Amendment and the performance of the Amended Agreement have been duly authorized
by all necessary corporate action on the part of Company.
D. NO CONFLICT. The execution and delivery by Company of this
Amendment and the performance by Company of the Amended Agreement do not and
will not (i) violate any provision of any law or any governmental rule or
regulation applicable to Company or any of its Subsidiaries, the Certificate or
Articles of Incorporation or Bylaws of Company or any of its Subsidiaries or any
order, judgment or decree of any court or other agency of government binding on
Company or any of its Subsidiaries, (ii) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of Company or any of its Subsidiaries, (iii) result in or
require the creation or imposition of any Lien upon any of the properties or
assets of Company or any of its Subsidiaries (other than any Liens created under
any of the Loan Documents in favor of Collateral Agent on behalf of Lenders), or
(iv) require any approval of stockholders or any approval or consent of any
Person under any Contractual Obligation of Company or any of its Subsidiaries.
E. GOVERNMENTAL CONSENTS. The execution and delivery by Company of
this Amendment and the performance by Company of the Amended Agreement do not
and will not require any registration with, consent or approval of, or notice
to, or other action to, with or by, any federal, state or other governmental
authority or regulatory body.
F. BINDING OBLIGATION. This Amendment and the Amended Agreement have
been duly executed and delivered by Company and are the legally valid and
binding obligations of Company, enforceable against Company in accordance with
their respective terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles relating to enforceability.
G. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
AGREEMENT. The representations and warranties contained in Section 4 of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the First Amendment Effective Date to the same extent as
though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.
H. ABSENCE OF DEFAULT. No event has occurred and is continuing or
will result from the consummation of the transactions contemplated by this
Amendment that would constitute an Event of Default or a Potential Event of
Default.
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SECTION 5. ACKNOWLEDGEMENT AND CONSENT
Company is a party to the Company Pledge Agreement, as amended through
the First Amendment Effective Date, pursuant to which Company has pledged
certain Collateral to Collateral Agent to secure the Obligations. Each of the
Borg-Warner Pledged Subsidiaries is a party to the Borg-Warner Subsidiary Pledge
Agreement, as amended through the First Amendment Effective Date, pursuant to
which each such Borg-Warner Pledged Subsidiary has pledged certain Collateral to
Collateral Agent to secure the Obligations. Each of the Borg-Warner Guarantor
Subsidiaries is a party to the Borg-Warner Subsidiary Guaranty, as amended
through the First Amendment Effective Date, pursuant to which each such Borg-
Warner Guarantor Subsidiary has guarantied the Obligations. Company, Borg-
Warner Pledged Subsidiaries and Borg-Warner Guarantor Subsidiaries are
collectively referred to herein as the "CREDIT SUPPORT PARTIES," and the Company
Pledge Agreement, the Borg-Warner Subsidiary Pledge Agreement and Borg-Warner
Subsidiary Guaranty are collectively referred to herein as the "CREDIT SUPPORT
DOCUMENTS."
Each Credit Support Party hereby acknowledges that it has reviewed the
terms and provisions of the Credit Agreement and this Amendment and consents to
the amendment of the Credit Agreement effected pursuant to this Amendment. Each
Credit Support Party hereby confirms that each Credit Support Document to which
it is a party or otherwise bound and all Collateral encumbered thereby will
continue to guaranty or secure, as the case may be, to the fullest extent
possible the payment and performance of all "Obligations," "Guarantied
Obligations" and "Secured Obligations," as the case may be (in each case as such
terms are defined in the applicable Credit Support Document), including without
limitation the payment and performance of all such "Obligations," "Guarantied
Obligations" or "Secured Obligations," as the case may be, in respect of the
Obligations of Company now or hereafter existing under or in respect of the
Amended Agreement and the Notes defined therein.
Each Credit Support Party acknowledges and agrees that any of the
Credit Support Documents to which it is a party or otherwise bound shall
continue in full force and effect and that all of its obligations thereunder
shall be valid and enforceable and shall not be impaired or limited by the
execution or effectiveness of this Amendment. Each Credit Support Party
represents and warrants that all representations and warranties contained in the
Amended Agreement and the Credit Support Documents to which it is a party or
otherwise bound are true, correct and complete in all material respects on and
as of the First Amendment Effective Date to the same extent as though made on
and as of that date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true, correct
and complete in all material respects on and as of such earlier date.
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Each Credit Support Party (other than Company) acknowledges and agrees
that (i) notwithstanding the conditions to effectiveness set forth in this
Amendment, such Credit Support Party is not required by the terms of the Credit
Agreement or any other Loan Document to consent to the amendments to the Credit
Agreement effected pursuant to this Amendment and (ii) nothing in the Credit
Agreement, this Amendment or any other Loan Document shall be deemed to require
the consent of such Credit Support Party to any future amendments to the Credit
Agreement.
SECTION 6. MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
(1) On and after the First Amendment Effective Date, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or
words of like import referring to the Credit Agreement, and each reference
in the other Loan Documents to the "Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit Agreement shall
mean and be a reference to the Amended Agreement.
(2) Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and effect
and are hereby ratified and confirmed.
(3) The execution, delivery and performance of this Amendment shall
not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of Agent
or any Lender under, the Credit Agreement or any of the other Loan
Documents.
B. FEES AND EXPENSES. Company acknowledges that all costs, fees and
expenses as described in subsection 9.2 of the Credit Agreement incurred by
Agent and its counsel with respect to this Amendment and the documents and
transactions contemplated hereby shall be for the account of Company.
C. HEADINGS. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
D. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
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E. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document. This Amendment (other than the provisions of Section 1 and
Section 2 hereof, the effectiveness of which is governed by Section 3 hereof)
shall become effective upon the execution of a counterpart hereof by Company,
Requisite Lenders and each of the Credit Support Parties and receipt by Company
and Agent of written or telephonic notification of such execution and
authorization of delivery thereof.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
BORG-WARNER SECURITY CORPORATION
By:
----------------------------------
Title:
--------------------------------
WELLS FARGO ALARM SERVICES, INC.
(for purposes of Section 5 only) as a
Credit Support Party
By:
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Title:
--------------------------------
WELLS FARGO ARMORED SERVICE
CORPORATION (for purposes of Section 5
only) as a Credit Support Party
By:
----------------------------------
Title:
--------------------------------
BW-CANADIAN GUARD CORPORATION
(for purposes of Section 5 only) as a
Credit Support Party
By:
----------------------------------
Title:
--------------------------------
S-1
BORG-WARNER PROTECTIVE
SERVICES CORPORATION (for purposes
of Section 5 only) as a Credit Support
Party
By:
-----------------------------------
Title:
--------------------------------
PONY EXPRESS COURIER CORP. (for
purposes of Section 5 only) as a Credit
Support Party
By:
-----------------------------------
Title:
--------------------------------
S-2
BANKERS TRUST COMPANY,
INDIVIDUALLY AND AS AGENT
By:
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Title:
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S-3
NATIONSBANK, N.A.,
INDIVIDUALLY AND AS DOCUMENTATION AGENT
By:
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Title:
---------------------------------
S-4
CIBC INC.
By:
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Title:
---------------------------------
S-5
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD.
By:
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Title:
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S-6
TORONTO DOMINION (TEXAS), INC.
By:
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Title:
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S-7
CAISSE NATIONALE DE CREDIT AGRICOLE
By:
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Title:
---------------------------------
S-8
THE FUJI BANK, LIMITED
By:
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Title:
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S-9
BANK OF HAWAII
By:
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Title:
---------------------------------
S-10
PRIME INCOME TRUST
By:
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Title:
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S-11