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EXHIBIT 10.8
WAIVER AND
SECOND AMENDMENT TO
NOTE PURCHASE AGREEMENT
This Waiver and Second Amendment to Note Purchase Agreement (the
"Waiver and Amendment") is made as of this 28th day of December, 1998, by and
between UNICCO SERVICE COMPANY, a Massachusetts business trust ("UNICCO"), USC,
INC., a Massachusetts corporation ("USC"), UNICCO SECURITY SERVICES, INC., a
Delaware corporation ("U-Security"), and UNICCO GOVERNMENT SERVICES, INC., a
Delaware corporation, with their principal place of business at Four Xxxxxx
Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (individually a "Company" and collectively
the "Companies") and MASSACHUSETTS CAPITAL RESOURCE COMPANY, a Massachusetts
special purpose limited partnership with a principal place of business at 000
Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Purchaser").
WHEREAS, the Companies and the Purchaser are parties to a Note Purchase
Agreement dated as of June 28, 1996, as amended by First Amendment to Note
Purchase Agreement dated as of October 17, 1997 (as amended, the "Agreement"),
pursuant to which the Companies issued to the Purchaser and the Purchaser
acquired the Companies' Promissory Note due September 30, 2001 in the original
principal amount of $5,000,000 (the "Note");
WHEREAS, UNICCO, USC and U-Security have entered into a Stock Purchase
Agreement dated as of October 26, 1998, as amended by the First Amendment to
Stock Purchase Agreement, dated December 11, 1998 (the "Purchase Agreement"),
pursuant to which USC has agreed to sell all of the stock of U-Security to
Xxxxxxxxxxx Security, Inc.;
WHEREAS, the Purchaser, which has been and continues to be the holder
of the Note, is agreeable to waiving all provisions of the Agreement which would
restrict the consummation of the transactions contemplated by the Purchase
Agreement (the "Sale Transaction") and to amending the Agreement and the Note to
remove U-Security as a maker of the Note and as a party to the Agreement.
NOW, THEREFORE, the Companies, jointly and severally, and the
Purchaser, hereby agree as follows:
A. AMENDMENTS TO THE NOTE AND AGREEMENT; RELEASE OF U-SECURITY.
The Note and Agreement are hereby amended by deleting U-Security from the term
and meaning of "Company" and Companies" wherever such terms appear in the Note
and the Agreement, including without limitation in the definition of those terms
in the preamble to the Agreement, Section 6.01 of the Agreement and the first
paragraph of the Note. From
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and after the date hereof, U-Security shall not for any purpose be deemed to be
a Company or one of the Companies under the Note and the Agreement, or to have
any obligation to the Purchaser with respect to obligations under the Note and
the Agreement, and U-Security shall be deemed released in all respects from any
and all liability under the Note and the Agreement.
B. WAIVER. Notwithstanding anything to contrary set forth in the
Agreement, including, without limitation, Sections 4.02(e) and 4.02(i) thereof,
the Purchaser hereby waives any default which may otherwise arise with respect
to, consents and agrees to, and hereby authorizes UNICCO and USC to engage in
and consummate, the Sale Transaction.
C. MISCELLANEOUS PROVISIONS.
1. Except as otherwise expressly provided by this Waiver and
Amendment, all of the terms, conditions and provisions of the Note and Agreement
shall remain the same. It is declared and agreed by each of the parties hereto
that the Note and Agreement, as amended hereby, are and shall continue in full
force and effect, and that this Waiver and Amendment, together with the
Agreement, shall be read and construed as one instrument. All references to the
Agreement shall mean the Agreement as amended hereby.
2. This Waiver and Amendment is intended to take effect as an
agreement under seal and shall be construed according to and governed by the
laws of the Commonwealth of Massachusetts.
3. This Waiver and Amendment may be executed in any number of
counterparts, but all such counterparts shall together constitute but one
instrument. In making proof of the Amendment it shall not be necessary to
produce or account for more than one counterpart signed by each party hereto by
and against which enforcement hereof is sought.
IN WITNESS WHEREOF, the parties have executed this Wavier and Amendment
as of the date first above written.
UNICCO SERVICE COMPANY
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Treasurer
(SIGNATURES CONTINUED ON NEXT PAGE)
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USC, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Treasurer
UNICCO SECURITY SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Assistant Treasurer
UNICCO GOVERNMENT SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Treasurer
MASSACHUSETTS CAPITAL RESOURCE COMPANY
By: /s/ Xxxxxxx Xxxxxxxx
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Title: Senior Vice President
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