UNICCO SERVICE COMPANY
USC, INC.
UNICCO GOVERNMENT SERVICES, INC.
UNICCO FINANCE CORP.
UNICCO SERVICE OF M.I., INC.
UNICCO SERVICE OF N.J., INC.
000 Xxxxx Xxxxxx, Xxxxx 0-000
Xxxxxxxxxx, XX 00000
Dated as of: February 28, 2002
Fleet National Bank
Individually and as Agent
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Citizens Bank of Massachusetts
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: SEVENTH AMENDMENT TO LOAN DOCUMENTS
Ladies and Gentlemen:
We refer to the Amended and Restated Revolving Credit Agreement, dated
as of October 17, 1997 (as amended from time to time, the "Agreement"), among
Unicco Service Company, USC, Inc., Unicco Government Services, Inc., Unicco
Finance Corp., Unicco Service of M.I., Inc. and Unicco Service of N.J., Inc.
(collectively, the "Borrowers"), the banking institutions referred to therein as
Banks (the "Banks"), and Fleet National Bank, f/k/a BankBoston, N.A., as Agent
(the "Agent"). Upon the terms and subject to the conditions contained in the
Agreement, you agreed to make Revolving Loans to the Borrowers.
Terms used in this letter of agreement (the "Seventh Amendment") which
are not defined herein, but which are defined in the Agreement, shall have the
same respective meanings herein as therein.
We have requested that you make certain amendments to the Agreement.
You have advised us that you are prepared and would be pleased to make the
amendments so requested by us on the condition that we join with you in this
Seventh Amendment.
Accordingly, in consideration of these premises, the promises, mutual
covenants and agreements contained in this Seventh Amendment, and fully
intending to be legally bound by this Seventh Amendment, we hereby agree with
you as follows:
ARTICLE I
AMENDMENTS TO AGREEMENT
Effective as of February 28, 2002, the Agreement is amended in each of
the following respects:
(a) The terms "Loan Documents" and "Security Documents" shall,
wherever used in any of the Loan Documents or Security Documents, be deemed to
also mean and include this Seventh Amendment.
(b) TABLE 2 in Section 2.10(c) of the Agreement is hereby amended
to read in its entirety as follows:
TABLE 2
APPLICABLE APPLICABLE
BASE RATE EURODOLLAR
FUNDED DEBT RATIO MARGIN MARGIN
----------------- ---------- ----------
a) greater than or equal to 5.50 to 1 1.50% 3.00%
b) less than 5.50 to 1 but greater than or equal 1.25% 2.75%
to 5.00 to 1
c) less than 5.00 to 1 but greater than or equal 0.75% 2.25%
to 4.50 to 1
d) less than 4.50 to 1 but greater than or equal 0.50% 2.00%
to 4.00 to 1
e) less than 4.00 to 1 but greater than or equal 0.25% 1.75%
to 3.50 to 1
f) less than 3.50 to 1 but greater than or equal 0.00% 1.50%
to 3.00 to 1
g) less than 3.00 to 1 0.00% 1.25%
(c) Section 6.7 of the Agreement is hereby amended to read in its
entirety as follows:
"6.7 TOTAL DEBT RATIO. The Borrower Affiliated Group shall not
permit the Total Debt Ratio of the Borrower Affiliated Group
as at the last day of
any fiscal quarter in any fiscal period identified below to be
greater than the ratio specified below opposite such period:
MAXIMUM
PERIOD RATIO
------ -------
For any four consecutive fiscal 6.00 to 1"
quarters ending on or after
March 24, 2002 (determined at the
end of each fiscal quarter for the
four quarters then ending)
(d) Section 6.9A of the Agreement is hereby amended to read in its
entirety as follows:
"6.9A. TOTAL SENIOR DEBT RATIO. The Borrower Affiliated Group
shall not permit the Total Senior Debt Ratio of the Borrower
Affiliated Group as at the last day of any fiscal quarter in
any fiscal period identified below to be greater than the
ratio specified below opposite such period:
MAXIMUM
PERIOD RATIO
------ -------
For any four consecutive fiscal 3.00 to 1"
quarters ending on or after
March 24, 2002 (determined at the
end of each fiscal quarter for the
four quarters then ending)
ARTICLE II
REPRESENTATIONS AND WARRANTIES
The Borrowers hereby jointly and severally represent and warrant to you
as follows:
(a) REPRESENTATIONS IN AGREEMENT. Each of the representations and
warranties made by the Borrowers to you in the Agreement was true, correct and
complete when made and is true, correct and complete in all material respects on
and as of the date hereof with the same full force and effect as if each of such
representations and warranties had been made by the Borrowers on the date hereof
and in this Seventh Amendment (except to the extent such representations and
warranties expressly relate to an earlier date).
(b) NO DEFAULTS OR EVENTS OF DEFAULT. No Default or Event of
Default exists on the date of this Seventh Amendment (both before and after
giving effect to all of the arrangements and transactions contemplated by this
Seventh Amendment).
(c) BINDING EFFECT OF DOCUMENTS. This Seventh Amendment has been
duly executed and delivered to you by the Borrowers and is in full force and
effect as of the date hereof, and the agreements and obligations of the
Borrowers contained herein constitute the joint and several, and legal, valid
and binding obligations of the Borrowers enforceable against the Borrowers in
accordance with their respective terms.
ARTICLE III
PROVISIONS OF GENERAL APPLICATION
(a) NO OTHER CHANGES. Except to the extent specifically amended
and supplemented hereby, all of the terms, conditions and the provisions of the
Agreement and each of the Loan Documents and Security Documents shall remain
unmodified, and the Agreement and each of the other Loan Documents and Security
Documents, as amended and supplemented by this Seventh Amendment, are confirmed
as being in full force and effect.
(b) GOVERNING LAW. This Seventh Amendment is intended to take
effect as a sealed instrument and shall be deemed to be a contract under the
laws of the Commonwealth of Massachusetts. This Seventh Amendment and the rights
and obligations of each of the parties hereto and thereto shall be governed by
and interpreted and determined in accordance with the laws of the Commonwealth
of Massachusetts.
(c) BINDING EFFECT; ASSIGNMENT. This Seventh Amendment shall be
binding upon and inure to the benefit of each of the parties hereto and their
respective successors in title and assigns.
(d) COUNTERPARTS. This Seventh Amendment may be executed in any
number of counterparts, each of which when executed and delivered shall be
deemed an original, but all of which together shall constitute one instrument.
In making proof of this Seventh Amendment, it shall not be necessary to produce
or account for more than one counterpart thereof signed by each of the parties
hereto.
(e) CONFLICT WITH OTHER AGREEMENTS. If any of the terms of this
Seventh Amendment shall conflict in any respect with any of the terms of any of
the Agreement or any other Loan Document, the terms of this Seventh Amendment
shall be controlling.
(f) CONDITIONS PRECEDENT. This Seventh Amendment shall be
effective as of February 28, 2002, but only if each of the following conditions
has been met to the satisfaction of the Agent: (i) the form of acceptance at the
end of this Seventh Amendment shall be signed by each of the Borrowers, the
Guarantor, the Agent and the Banks, (ii) the Borrowers shall have paid to the
Agent, for the ratable benefit of the
Banks, an amendment fee in the aggregate amount equal to $35,000, and (iii) the
Agent shall have received an original of any necessary consents to this Seventh
Amendment.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart of this Seventh Amendment and return such
counterpart to the undersigned, whereupon this Seventh Amendment, as so accepted
by you, shall become a binding agreement among you and the undersigned.
Very truly yours,
THE BORROWERS:
UNICCO SERVICE COMPANY
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Title: President
USC, INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Title: Treasurer
UNICCO GOVERNMENT SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Title: Treasurer
UNICCO FINANCE CORP.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Title: Treasurer
UNICCO SERVICE OF M.I., INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Title: Treasurer
[Signature pages continued on next page]
UNICCO SERVICE OF N.J., INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Title: Treasurer
The foregoing Seventh Amendment is hereby accepted by the undersigned
as of February 28, 2002.
THE BANKS:
FLEET NATIONAL BANK
By: /s/ Xxxxxxx Xxxxxx
-----------------------------------------------
Title: Senior Vice President
CITIZENS BANK OF MASSACHUSETTS
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------------------
Title: Vice President
THE AGENT:
FLEET NATIONAL BANK, as Agent
By: /s/ Xxxxxxx Xxxxxx
-------------------------------------------------
Title: Senior Vice President
CONSENT OF GUARANTOR
Unicco Facility Services Canada Company (the "Guarantor") has
guaranteed the Obligations of the Borrowers under (and as defined in) the
Agreement by executing one or more Unlimited Guarantees, dated as of October 17,
1997 (the "U-Canada Guaranty"). By executing this letter, the Guarantor hereby
absolutely and unconditionally reaffirms the U-Canada Guaranty and acknowledges
and agrees to the terms and conditions of this Seventh Amendment, and the
Agreement as amended hereby.
UNICCO FACILITY SERVICES CANADA COMPANY
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Title: Treasurer
