EXHIBIT 10.58
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT dated as of November 8, 2001
(this "Amendment") among ALLIANCE LAUNDRY RECEIVABLES WAREHOUSE LLC (the
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"Borrower"), the Lenders party hereto (the "Lenders") and XXXXXX COMMERCIAL
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PAPER INC., as agent for the Lenders (in such capacity, the "Agent").
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WITNESSETH
WHEREAS, the Borrower, the Lenders and the Agent entered into that certain
Loan and Security Agreement dated as of May 5, 1998, as amended by that certain
First Amendment to Loan and Security Agreement dated as of November 28, 2000 and
that certain Second Amendment to Loan and Security Agreement dated as of
September 11, 2001 (as so amended, the "Loan Agreement"), pursuant to which the
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Borrower has borrowed, and may time to time borrower, Loans from the Lenders;
and
WHEREAS, the Borrower, the Lenders and the Agent desire to further amend
the Loan Agreement in the manner and on the terms set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows.
I. Definitions
Unless otherwise defined herein, capitalized terms used herein shall have
the meanings assigned to them in the Loan Agreement.
II. Amendment
A. The definition of "Required Letter of Credit Amount" in the Loan
Agreement is hereby deleted in its entirety and replaced with the following:
"Required Letter of Credit Amount" shall mean (i) at any time when the
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aggregate principal amount of Loans outstanding is less than or equal to
$125,000,000, an amount equal to 10.0% of the aggregate principal amount of
Loans outstanding at such time, and (ii) at any time when the aggregate
principal amount of Loans outstanding is greater than $125,000,000, an
amount equal to the sum of (a) $12,500,000 plus (b) 5.0% of the aggregate
principal amount of Loans outstanding at such time in excess of
$125,000,000.
B. Section 7.05 of the Loan Agreement is hereby amended by deleting the
word "and" at the end of paragraph (c) thereof, deleting the period at the end
of paragraph (d) thereof and substituting in replacement thereof the word ";
and" and adding a new paragraph (e) as follows:
(e) the Letter of Credit Issuer's notification to the Borrower that it
will not extend the then-current expiration date of the Letter of Credit.
III. MISCELLANEOUS
A. Agreements to Remain in Full Force and Effect. The Borrower, the Lenders
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and the Agent hereby agree that, except as amended hereby, the Loan Agreement
shall remain in full force and effect and is hereby ratified, adopted and
confirmed in all respects. All references to the Loan Agreement in any other
agreement or document shall hereafter be deemed to refer to the Loan Agreement
as amended hereby.
B. Execution in Counterparts. This Amendment may be executed in any number
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of counterparts and by different parties hereto on separate counterparts, each
of which counterparts, when so executed and delivered, shall be deemed to be an
original, and all of which counterparts, when taken together, shall constitute
but one and the same Amendment.
C. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
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ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
D. Severability of Provisions. Any provision of this Amendment which is
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prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the enforceability of
such provision in any other jurisdiction.
E. Captions. The captions in this Amendment are for convenience of
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reference only and shall not define or limit any of the terms or provisions
hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their representative officers thereunder duly authorized, as of the
date first above written.
ALLIANCE LAUNDRY RECEIVABLES
WAREHOUSE LLC
By: __________________________
Name:
Title:
XXXXXX COMMERCIAL PAPER INC.,
as Agent
By: __________________________
Name:
Title:
XXXXXX COMMERCIAL PAPER INC.,
as Lender
By: __________________________
Name:
Title:
