EXHIBIT 10.62
AMENDMENT NO. 1 TO THE SECOND AMENDED AND
RESTATED CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment"), dated as of March 2, 1998, among Coinmach Corporation, a
Delaware corporation (the "Borrower"), Coinmach Laundry Corporation, a Delaware
corporation ("Holdings"), the banks party to the Credit Agreement referred to
below on the date hereof and immediately before giving effect to this Amendment
(the "Banks"), Bankers Trust Company as Administrative Agent (the
"Administrative Agent") for the Banks and First Union National Bank as
Syndication Agent (the "Syndication Agent" and, together with the Administrative
Agents, the "Agents" and the "Existing Tranche B Term Loan Banks"), and each of
the banks listed on Schedule A hereto (each, a "New Tranche B Term Loan Bank"
and, collectively, the "New Tranche B Term Loan Banks"). All capitalized terms
used herein and not otherwise defined herein shall have the respective meanings
provided such terms in the Credit Agreement referred to below.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Holdings, the Borrower, the Banks and the Agents are parties
to the Second Amended and Restated Credit Agreement, dated as of March 2, 1998
(the "Credit Agreement");
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WHEREAS, the parties hereto wish to amend the Credit Agreement as
herein provided;
NOW, THEREFORE, it is agreed:
1. The Existing Tranche B Term Loan Banks hereby sell and assign to
each New Tranche B Term Loan Bank without recourse and without representation or
warranty (other than as expressly provided herein), that portion of the Existing
Tranche B Term Loan Banks' rights and obligations under the Credit Agreement as
of the date hereof which represents for such New Tranche B Term Loan Bank, the
percentage as is set forth opposite its name on Schedule A of the Total Tranche
B Term Loan Commitment and of the outstanding principal of the Tranche B Term
Loans (for each such New Tranche B Term Loan Bank, its "Share"), and such Share
represents all of the outstanding rights and obligations under the Credit
Agreement that are being sold and assigned to each such New Tranche B Term Loan
Bank pursuant to this Amendment.
2. In accordance with the requirements of Section 13.04 of the Credit
Agreement, on the Amendment No. 1 Effective Date (as defined below), the Credit
Agreement shall be amended by deleting Annex I thereto in its entirety and by
inserting in lieu thereof a new Annex I in the form of Schedule B hereto.
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3. On and after the Amendment No. 1 Effective Date, Annex II to the
Credit Agreement shall be amended by deleting such Annex in its entirety and
inserting in lieu thereof a new Annex II in the form of Schedule C hereto.
4. Each of the Existing Tranche B Term Loan Banks (i) represent and
warrant that they are the legal and beneficial owners of the interest being
assigned by them hereunder and that such interest is free and clear of any
adverse claim; (ii) make no representation or warranty and assume no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement, or the other Credit
Documents or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement or the other Credit Documents or
any other instrument or document furnished pursuant thereto; and (iii) make no
representation or warranty and assume no responsibility with respect to the
financial condition of Holdings or the Borrower or the performance or observance
by Holdings or the Borrower of any of their respective obligations under the
Credit Agreement or the other Credit Documents to which they are a party or any
other instrument or document furnished pursuant thereto.
5. Each New Tranche B Term Loan Bank (i) confirms that it has received
a copy of the Credit Agreement and the
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other Credit Documents, together with copies of the financial statements
referred to therein and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Amendment; (ii) agrees that it will, independently and without reliance upon the
Agents or any other Bank and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement; (iii) confirms that it
is an Eligible Transferee under Section 13.04(b) of the Credit Agreement; (iv)
appoints and authorizes the Administrative Agent and the Collateral Agent to
take such action as agent on its behalf and to exercise such powers under the
Credit Agreement and the other Credit Documents as are delegated to the Agent
and the Collateral Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; and (v) agrees that it will perform in accordance
with their terms all of the obligations which by the terms of the Credit
Agreement are required to be performed by it as a Bank.
6. The Existing Tranche B Term Loan Banks, the New Tranche B Term Loan
Banks and the Administrative Agent hereby agree that (x) all interest on any New
Tranche B Term Loan Bank's Share of the Tranche B Term Loans accrued prior to
the delivery by such New Tranche B Term Loan Bank of the amount re-
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ferred to in clause (ii) of Section 12 of this Amendment, shall be for the
account of the Existing Tranche B Term Loan Banks and (y) all such interest
accrued on and after the delivery of the amount referred to in clause (ii) of
such Section 12 shall be for the account of such New Tranche B Term Loan Bank.
7. In accordance with Section 12.04(b) of the Credit Agreement, on and
as of the date upon which each New Tranche B Term Loan Bank delivers the amount
referred to in clause (ii) of Section 12 of this Amendment, such New Tranche B
Term Loan Bank shall become a "Bank" and a "Tranche B Term Loan Bank" under, and
for all purposes of, the Credit Agreement and the other Credit Documents and,
notwithstanding anything to the contrary in Section 13.15 of the Credit
Agreement, the Administrative Agent shall record the transfers contemplated
hereby in the Bank Register.
8. In order to induce the New Tranche B Term Loan Banks to enter into
this Amendment, Holdings and the Borrower hereby represents and warrants that:
(a) no Default or Event of Default exists as of the Amendment No.
1 Effective Date (as hereinafter defined), both before and after giving
effect to this Amendment; and
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(b) all of the representations and warranties contained in the
Credit Agreement and the other Credit Documents are true and correct in all
material respects as of the Amendment No. 1 Effective Date, both before and
after giving effect to this Amendment, with the same effect as though such
representations and warranties had been made on and as of the Amendment No.
1 Effective Date (it being understood that any representations or warranty
made as of a specific date shall be true and correct in all material
respects as of such specific date).
9. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement.
10. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.
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11. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
12. Subject to Section 13 of this Amendment, this Amendment shall
become effective on the date (the "Amendment No. 1 Effective Date") when (i)
Holdings, the Borrower, the Agents, the Existing Tranche B Term Loan Banks and
each New Tranche B Term Loan Bank shall have signed a counterpart hereof
(whether the same or different counterparts) and shall have delivered (including
by way of facsimile transmission) the same to the Administrative Agent at its
Notice Office and (ii) each New Tranche B Term Loan Bank shall have delivered to
the Administrative Agent for the account of the Existing Tranche B Term Loan
Banks, an amount equal to such New Tranche B Term Loan Bank's Share of the
principal amount of the outstanding Loans.
13. Notwithstanding Section 12 of this Amendment, if for any reason
any New Tranche B Term Loan Bank shall not have (i) signed a counterpart hereof
and delivered the same to the Administrative Agent at its Notice Office and (ii)
delivered to the Administrative Agent an amount equal to such New Tranche B Term
Loan Bank's Share of the principal amount of the outstanding Loans, in each case
on or prior to March 15, 1998, then, if the Existing Trache B Term Loan Banks
agree, this Amendment
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shall become effective notwithstanding such failure, provided, that (x) Schedule
--------
B shall be modified to delete any such New Tranche B Term Loan Bank and such New
Tranche B Term Loan Bank's Share shall be retained by the Existing Tranche B
Term Loan Banks and (y) the signature pages of this Amendment shall be deemed
revised to delete such New Tranche B Term Loan Bank's name therefrom.
14. From and after the Amendment No. 1 Effective Date, all references
in the Credit Agreement and each of the other Credit Documents to the Credit
Agreement shall be deemed to be references to the Credit Agreement as amended
hereby.
* * *
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
COINMACH LAUNDRY CORPORATION
By: /S/ XXXXXX X. XXXXX
-------------------
Name: XXXXXX X. XXXXX
Title: SENIOR VICE PRESIDENT
COINMACH CORPORATION
BY: /S/ XXXXXX X. XXXXX
-------------------
Name: XXXXXX X. XXXXX
Title: SENIOR VICE PRESIDENT
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BANKERS TRUST COMPANY,
Individually and as
Administrative Agent
BY: /S/ XXXXXXXX XXXXX
------------------
Name: XXXXXXXX XXXXX
Title: PRINCIPAL
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FIRST UNION NATIONAL BANK,
Individually and as
Syndication Agent
BY: /S/ XXXXXXXXX X. XXXXX
----------------------
Name: XXXXXXXXX X. XXXXX
Title: SENIOR VICE PRESIDENT
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XXX XXXX XX XXXX XXXXXX
By: /S/ J. XXXX XXXXXXX
--------------------
Name: J. XXXX XXXXXXX
Title: AUTHORIZED SIGNATORY
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XXXXXX XXXXXXX
By: /S/ XXXXX X.XXXXX
---------------------
Name: XXXXX X. XXXXX
Title: VICE PRESIDENT
By: /S/ XXXXXXXX X. XXXX
--------------------
Name: XXXXXXXX X. XXXX
Title: REGIONAL GENERAL
MANAGER
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CREDIT LYONNAIS NEW YORK BRANCH
By: /S/ XXXXXXXX XXXXX
------------------
Name: XXXXXXXX XXXXX
Title: FIRST VICE PRESIDENT -
MANAGER
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DEEP ROCK and COMPANY
By: Xxxxx Xxxxx Management,
as Investment Advisors
By: /S/ PAYSON X.XXXXXXXXX
--------------------------
Name: PAYSON X. XXXXXXXXX
Title: VICE PRESIDENT
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XXXXXXXX XXXX XX, XXX XXXX &
GRAND CAYMAN BRANCHES
By: /S/ XXXX X. XXXXXXX
-------------------
Name: XXXX X. XXXXXXX
Title: ASSISTANT VICE
PRESIDENT
By: /S/ XXXXXX X. XXXXXXXX
----------------------
Name: XXXXXX X. XXXXXXXX
Title: VICE PRESIDENT
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ING HIGH INCOME PRINCIPAL
PRESERVATION FUND HOLDINGS, LDC
By: ING Capital Advisors, Inc.,
as Investment Advisor
By: /S/ XXXXXXX X. XXXXXX
---------------------
Name: XXXXXXX X. XXXXXX
Title: VICE PRESIDENT &
PORTFOLIO MANAGER
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KZH-ING-2 CORPORATION
By: /S/ XXXXXXXX XXXXXX
--------------------
Name: XXXXXXXX XXXXXX
Title: AUTHORIZED AGENT
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FLOATING RATE PORTFOLIO
by: Chancellor LGT Senior Secured Management,
Inc. as Attorney-in-Fact
By: /S/ XXXXXXX X. XXXXXXXX
-----------------------
Name: XXXXXXX X. XXXXXXXX
Title: MANAGING DIRECTOR
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KEYPORT LIFE INSURANCE COMPANY
By: /S/ XXXXXX T. H. YIN
-----------------------
Name: XXXXXX T. H. YIN
Title: ASSISTANT VICE
PRESIDENT
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XXXXXX COMMERCIAL PAPER, INC.
By: /S/ XXXXXXX XXXXXXX
----------------------
Name: XXXXXXX XXXXXXX
Title: AUTHORIZED SIGNATORY
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MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: /S/ XXXX X. XXXXXXX
------------------------
Name: XXXX X. XXXXXXX
Title: MANAGING DIRECTOR
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XXXXXXX XXXXXXX PRIME RATE TRUST
By: PILGRIM AMERICA INVESTMENTS INC., as its
INVESTMENT MANAGER
By: /S/ XXXXXXX X. XXXXXXXX
-------------------------
Name: XXXXXXX X. XXXXXXXX
Title: VICE PRESIDENT
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PRIME INCOME TRUST
By: /S/ XXXXXX X. XXXXX
----------------------------
Name: XXXXXX X. XXXXX
Title: SENIOR VICE PRESIDENT
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XXXXX XXXX XX XXXXXX
By: /S/ XXXX X. X'XXXXXX
--------------------
Name: XXXX X'XXXXXX
Title: MANAGER
SCHEDULE A
to Amendment No. 1
------------------
New Banks Percentages
--------- -----------
Bank of Nova Scotia 2.25%
Banque Paribas 2.25%
Credit Lyonnais 2.25%
Deep Rock and Company (Xxxxx Xxxxx) .5%
Dresdner Bank AG, New York & Grand Cayman Branches 2.25%
ING High Income Principal Preservation Fund Holdings, 4.5%
LDC (ING Capital Advisors)
KZH-ING-2 Corporation (ING Capital Advisors) 5.0%
Floating Rate Portfolio (Chancellor) 2.5%
Keyport Life Insurance Co. (Chancellor) 2.5%
Xxxxxx Commercial Paper, Inc. 2.25%
Massachusetts Mutual Life Insurance Company 9.5%
Pilgrim America Investments, Inc. I 9.5%
Prime Income Trust (Xxxx Xxxxxx) 7.5%
Royal Bank of Canada 2.25%
ANNEX I
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COMMITMENTS
-----------
Tranche A Tranche B Tranche A Tranche B
Term Loan Term Loan Revolving Loan Revolving Loan
Bank Commitment Commitment Commitment Commitment
----- -------------- --------------- -------------- ---------------
Bankers Trust Company $13,882,978.74 $ 85,000,000 $ 5,384,973.38 $ 19,232,047.88
First Union National Bank 5,744,680.85 5,000,000 2,680,851.06 9,574,468.09
Credit Lyonnais, New York 5,265,957.45 4,500,000 2,457,446.81 8,776,595.74
Branch
Xxxxxx Syndicated Loans
Inc. 5,265,957.45 0 2,457,446.81 8,776,595.74
Transamerica Business
Credit Corporation 5,265,957.45 0 2,457,446.81 8,776,595.74
Bank of Scotland 5,265,957.45 0 2,457,446.81 8,776,595.74
Royal Bank of Canada 6,542,553.19 4,500,000 3,053,191.49 10,904,255.32
Dresdner Bank AG, New York
& Grand Cayman Branches 4,627,659.57 4,500,000 2,159,574.47 7,712,765.96
The Industrial Bank of 3,031,914.89 0 1,414,893.62 5,053,191.49
Japan, Limited
Banque Paribas 4,627,659.57 4,500,000 2,159,574.47 7,712,765.96
Fleet National Bank 4,627,659.57 0 2,159,574.47 7,712,765.96
The Bank of Nova Scotia 4,627,659.57 4,500,000 2,159,574.47 7,712,765.96
The Sakura Bank, Limited 4,627,659.57 0 2,159,574.47 7,712,765.96
Deep Rock & Company 0 1,000,000 0 0
ING High Income Principal 0 9,000,000 0 0
Preservation Fund
Holdings, LDC
KZH-ING-2 Corporation 0 10,000,000 0 0
Xxxxxx Commercial Paper, 0 4,500,000 0 0
Inc.
Floating Rate Portfolio 0 5,000,000 0 0
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Keyport Life Insurance Co. 0 5,000,000 0 0
Mass Mutual Life Insurance 0 19,000,000 0 0
Company
Bank Polska Kasa Opieki
S.A. - Group Pekao S.A. 0 0 1,093,750.00 3,906,250.00
Pilgrim America 0 19,000,000 0 0
Investmeents, I
Prime Income Trust 0 15,000,000 0 0
Firstrust Bank 1,595,744.68 0 744,680.85 2,659,574.47
-------------- --------------- -------------- ---------------
TOTAL: $75,000,000.00 $200,000,000.00 $35,000,000.00 $125,000,000.00
ANNEX II
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BANK ADDRESSES
--------------
Bankers Trust Company
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Prior
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
First Union National Bank
000 X. Xxxxxxx Xxxxxx, XX-0
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxxxxxx Xxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Xxxxxx Syndicated Loans, Inc.
3 World Financial Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Xxxxxx Commercial Paper, Inc.
3 World Financial Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Bank of Scotland
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx-Tat
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
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Credit Lyonnais, New York Branch
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxxx Xxxxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Fleet National Bank
One Federal Street
Mail Stop - MA of D03C
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxx XxXxxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Bank of Nova Scotia
000 Xxxxxxxx
0 Xxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxx Xxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Bank Polska Kasa Opieki S.A. - Group Pekao S.A.
000 Xxxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Banque Paribas
000 Xxxx Xxxxxx Xx., Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
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Floating Rate Portfolio
For Administrative Notices
--------------------------------------
Chancellor LGT Asset Management, Inc.
00 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-0000
Attention: Xxxxx DiNapolio
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
For Notices regarding Amendments and Waivers:
----------------------------------------------------
GT Global Floating Rate Fund, Inc.
c/o Chancellor LGT Senior Secured Management, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx XxXxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Keyport Life Insurance Company
For Notices regarding Amendments and Waivers:
----------------------------------------------------
GT Global Floating Rate Fund, Inc.
c/o Chancellor LGT Senior Secured Management, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx XxXxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Dresdner Bank AG, New York & Grand Cayman Branches
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxx
Telephone: (000) 000-0000
Telecopier: (000)000-0000
Firstrust
0000 Xxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxx Xxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
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The Industrial Bank of Japan, Limited
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxx Xxxxxxxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Royal Bank of Canada
0 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx and Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxx Xxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
The Sakura Bank, Limited
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Transamerica Business Credit Corporation
000 Xxxxxxxx Xxxxx Xxxxxx, Xxxxx X-000
Xxx, Xxx Xxxx 00000
Attention: Xxx Xxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Xxxx Xxxxxx
Prime Income Trust
Two World Trade Center - 72 Floor
New York, New York 10048
Attention: Xxxxx Xxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
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Massachusetts Mutual Life Insurance Company
0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxx Xxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Pilgrim America
Two Renaissance Square
Phoenix, Arizona 85004
Attention: Xxx Xxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Xxxxx Xxxxx
Deep Rock and Company
00 Xxxxxxx Xxxxxx 0xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
ING High Income Principal Preservation Fund Holdings, Inc.
000 Xxxxx Xxxxx Xxxxxx - Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
KZH-ING-2 Corporation
x/x Xxx Xxxxx Xxxxxxxxx Bank
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx Xxxxxx
Telephone: (000) 000-0000
Telecopier (000) 000-0000
