EXHIBIT 4(a)
AMENDMENT NO. 5
TO LOAN AND LETTER OF CREDIT
REIMBURSEMENT AGREEMENT
THIS AMENDMENT NO. 5 ("Amendment") is made effective as of the 6th day of
October, 1997, among UNITOG COMPANY, a Delaware corporation (the "Company"),
UNITOG RENTAL SERVICES, INC., a California corporation ("Rental") (Company and
Rental being sometimes collectively referred to herein as the "Borrowers" or
individually as a "Borrower"), UMB BANK, N.A., f/k/a United Missouri Bank, N.A.,
Kansas City, Missouri, a national banking association ("UMB"), XXXXXX TRUST AND
SAVINGS BANK, Chicago, Illinois, an Illinois banking corporation ("Xxxxxx"), NBD
BANK, Detroit, Michigan, a Michigan banking corporation ("NBD") (UMB, Xxxxxx and
NBD being sometimes collectively referred to herein as the "Banks" or
individually as a "Bank") and UMB Bank, N.A., f/k/a United Missouri Bank, N.A.,
Kansas City, Missouri, a national banking association, as agent for the Banks
herein (in such capacity, the "Agent").
RECITALS
WHEREAS, the Borrowers, the Banks and the Agent entered into a Loan and
Letter of Credit Reimbursement Agreement (the "Agreement") dated September 10,
1993, the terms of which were modified and amended by Amendment No. 1 to Loan
and Letter of Credit Reimbursement Agreement ("Amendment No. 1") dated December
29, 1994, and further modified and amended by Amendment No. 2 to Loan and Letter
of Credit Reimbursement Agreement ("Amendment No. 2") dated November 9, 1995,
Amendment No. 3 to Loan and Letter of Credit Reimbursement Agreement ("Amendment
No. 3") dated effective February 1, 1996, and Amendment No. 4 to Loan and Letter
of Credit Reimbursement Agreement ("Amendment No. 4") dated effective November
25, 1996, each executed by the Borrowers, the Banks and the Agent (the
Agreement, as modified and amended by Amendment Xx. 0, Xxxxxxxxx Xx. 0,
Xxxxxxxxx Xx. 0, and Amendment No. 4, herein the "Loan Agreement"); and
WHEREAS, pursuant to the Loan Agreement the Banks agreed to provide
revolving loans to the Borrowers of up to Sixty-Four Million Five Hundred Sixty-
One Thousand Six Hundred Forty-Four Dollars ($64,561,644); and
WHEREAS, the parties desire to modify and amend the Loan Agreement to allow
the Borrower to request more than two extensions of the Revolving Credit
Maturity Date, which is now September 8, 2000.
NOW, THEREFORE, in consideration of the premises and the mutual promises
contained herein, the parties mutually agree as follows:
1. Amendment to Section 2.2.11 of the Loan Agreement. Section 2.2.11 of
the Loan Agreement is amended by deleting the first sentence thereof and
inserting in its place the following:
The Borrowers shall have the right to request one (1) year extensions
of the Revolving Credit Maturity Date.
2. No Other Modifications. Except as hereby modified and amended, all
of the terms, conditions and covenants contained in the Loan Agreement,
including expressly the terms of Section 2.2.11, shall remain in full force and
effect.
3. Representations and Warranties. The Borrowers hereby represent and
warrant that:
a. The representations and warranties contained in the Loan
Agreement and in each certificate or document furnished by the Borrowers and
delivered therewith are true and correct in all material respects on and as of
the date hereof as though made on and as of the date hereof;
b. No Event of Default, and to the Borrowers' knowledge no event
which with the passage of time or the giving of notice or both could become an
Event of Default, exists on the date hereof, and no offsets or defenses exist
against their obligations under the Loan Agreement or the documents delivered in
connection therewith;
c. This Amendment has been duly authorized, executed and delivered
so as to constitute the legal, valid and binding obligation of the Borrowers,
enforceable in accordance with its terms, except as the same may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditor's rights generally and general principles of equity;
d. The execution, delivery and performance of this Amendment will
not violate any applicable provision of law or judgment, order or regulation of
any court or of any public or governmental agency or authority nor conflict with
or constitute a breach of or a default under any instrument to which the
Borrowers are a party or by which the Borrowers' or the Borrower's properties is
bound nor result in the creation of any lien, charge or encumbrance upon any
assets of the Borrowers.
4. Miscellaneous.
a. The laws of the State of Missouri shall govern this Amendment.
b. This Amendment shall be binding on the parties hereto and their
respective successors and assigns, and shall inure to the benefits of the
parties hereto.
c. This Amendment may be executed in any number of counterparts, all
of which when taken together shall constitute but one agreement and any of the
parties hereto may execute this Amendment by signing any such counterpart.
d. Section captions used in this Amendment are for convenience only
and shall not affect the construction of this Amendment.
e. Capitalized terms used herein and not specifically herein defined
shall have the meanings ascribed in the Loan Agreement.
5. Statutory Statement. (MO. Rev. Stat. Section 432.045)
a. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO
FORBEAR FROM ENFORCING PAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR
RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT BORROWERS AND BANKS FROM
MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH
MATTERS ARE CONTAINED IN THIS WRITING AND THE DOCUMENTS REFERRED TO HEREIN,
WHICH ARE THE COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN
WRITING TO MODIFY IT.
[THIS SPACE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Borrowers, the Banks and the Agent have caused this
Amendment No. 5 to be executed by their respective officers duly authorized as
of the dates written beside their respective names below.
DATE: 10/15/97 UNITOG COMPANY
By: /s/ J. Xxxxx Xxxxxxxx
Name: J. Xxxxx Xxxxxxxx
Title: Chief Financial Officer
DATE: 10/15/97 UNITOG RENTAL SERVICES, INC.
By: /s/ J. Xxxxx Xxxxxxxx
Name: J. Xxxxx Xxxxxxxx
Title: Chief Financial Officer
DATE: 10/6/97 UMB BANK, n.a.
Individually and as Agent
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Sr. Vice President
DATE: 10/23/97 NBD BANK
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
DATE: 10/23/97 XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Vice President
