EXHIBIT 10.B
AMENDMENT AND WAIVER, dated as of November 8, 2007 (this "Amendment and
Waiver"), to the Amended and Restated Loan and Security Agreement dated as of
September 7, 2007 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, National Association, successor by
merger to 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"), as may be
amended from time to time (the "Agreement").
RECITALS
WHEREAS, the Debtor has requested and the Secured Party has agreed,
subject to the terms and conditions of this Amendment and Waiver, to amend and
waive certain provisions of the Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
1. Amendment. Section 9.26(b) of the Agreement is hereby amended to
delete the parenthetical "(to be tested quarterly based upon the financial
statements required to be presented to Secured Party pursuant to the terms
hereof)" and substitute therein the following "(to be tested annually at fiscal
year end based upon the annual financial statements required to be presented to
Secured Party pursuant to the terms hereof)".
2. Waiver and Consent. Compliance by the Debtor with the provisions of
Section 9.26(b) of the Agreement is hereby waived solely in connection with the
fiscal quarter ended September 30, 2007.
3. Representations and Warranties. The Debtor hereby represents and
warrants to Secured Party as follows: After giving effect to this Amendment and
Waiver, (i) each of the representations and warranties set forth in Section 4 of
the Agreement and in the other Transaction Documents is true and correct in all
material respects on and as of the date hereof as if made on and as of the date
of this Amendment and Waiver except to the extent such representations or
warranties relate to an earlier date in which case they shall be true and
correct in all material respects as of such earlier date, and (ii) no Event of
Default or Events of Default has occurred and is continuing as of the date
hereof.
4. Miscellaneous.
Capitalized terms used herein and not otherwise defined herein shall
have the same meanings as defined in the Agreement.
Except as expressly amended and waived hereby, the Agreement shall
remain in full force and effect in accordance with the original terms thereof.
The amendments and waivers herein contained are limited specifically to
the matters set forth above and do not constitute directly or by implication a
waiver or an amendment of any other provision of the Agreement or a waiver of
any Event of Default or Events of Default which may occur or may have occurred.
This Amendment and Waiver may be executed in one or more counterparts,
each of which shall constitute an original, but all of which when taken together
shall constitute but one agreement. This Amendment and Waiver shall become
effective as of the date hereof, upon receipt by the Secured Party of this
Amendment and Waiver, duly executed by the Debtor
THIS AMENDMENT AND WAIVER SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
LAW PRINCIPLES.
HSBC BANK USA, NATIONAL ASSOCIATION,
SUCCESSOR BY MERGER TO HSBC BANK USA,
FORMERLY KNOWN AS MARINE MIDLAND BANK
By: /s/ CHRISTOPHER MENDELSOHN
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Christopher J. Mendelsohn
First Vice President
NAPCO SECURITY SYSTEMS, INC.
By: /s/ KEVIN BUCHEL
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Kevin Buchel
Senior Vice President