SEVENTH AMENDMENT and WAIVER
dated as of October 13, 1995 to the CREDIT AGREEMENT dated as of November 21, 1991 (as the same has
been amended by the Amendment and Waiver dated as of August 27, 1993, the Amendment and Waiver dated
as of September 14, 1993, the Amendment dated as of December 7, 1993, the Fourth Amendment Agreement
dated as of July 27, 1994, the Fifth Amendment and Waiver dated as of October 11, 1994, the Sixth
Amendment and Waiver dated as of March 31, 1995 and as the same may be further amended, supplemented or
modified from time to time in accordance with its terms, the "Credit Agreement"), among NAPCO
SECURITY SYSTEMS, INC., a Delaware
corporation (the "Borrower"), the guarantors signatory hereto (collectively, the "Guarantors"), the lenders named
in Schedule 2.01 and 2.06 of the Credit Agreement (collectively, the "Lenders") and CHEMICAL BANK, as
agent for the Lenders (in such capacity, the "Agent").
WHEREAS, the Borrower and the Guarantors wish to amend and waive certain provisions of the Credit
WHEREAS, the Agent and the Lenders have consented to amend and waive the Credit Agreement to reflect the
requests herein set forth;
NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the
parties hereto agree as follows;
1. WAIVER OF ARTICLE VII, NEGATIVE COVENANTS, SECTION 7.08. TANGIBLE NET WORTH.
Compliance with Article VII, Section 7.08. of the Credit Agreement is hereby waived for the fiscal year ended
June 30, 1995 to permit the Tangible Net Worth plus Subordinated Indebtedness of the Borrower and its
Consolidated subsidiaries to be less than $26,971,000 as of the fiscal year ended June 30, 1995 provided,
however, Tangible Net Worth plus Subordinated Indebtedness of the Borrower and its Consolidated subsidiaries
was not less than $25,455,000 as of such fiscal year end.
2. AMENDMENT TO ARTICLE VII, NEGATIVE COVENANTS, Section 7.08. TANGIBLE NET
Article VII. Section 7.08. of the Credit Agreement i