EXHIBIT 10 (h)
NSC CORPORATION
THIRD AMENDMENT TO
REVOLVING CREDIT AGREEMENT
THIS THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "Third Amendment") is
made and entered into as of the 9th day of May, 1997, by and among NSC
CORPORATION, a Delaware corporation (the "Parent"), its Subsidiaries listed on
the signature pages hereto (the "Subsidiaries", the Parent and such Subsidiaries
collectively referred to herein as the "Borrowers" and individually as a
"Borrower"), each of which Borrowers having its principal place of business at
00 Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx, 00000, BANKBOSTON, N.A. ("BKB",
formerly known as The First National Bank of Boston), a national banking
association having its principal place of business at 000 Xxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000, FLEET NATIONAL BANK ("Fleet"), a national banking
association formerly known as Fleet Bank of Massachusetts, N.A. with its
principal place of business at Xxx Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000
(the "Banks"), and BKB, as Agent for the Banks (the "Agent").
WHEREAS, the Borrowers, the Banks and the Agent entered into a Revolving Credit
Agreement dated as of May 4, 1993 and amended as of December 2, 1993 and May 1,
1996 (the "Credit Agreement") pursuant to which the Banks extended credit to the
Borrowers on the terms set forth therein:
WHEREAS, the Banks, the Borrowers, and the Agent have agreed to amend the Credit
Agreement as hereinafter set forth:
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
I. AMENDMENT TO THE CREDIT AGREEMENT
A. Amendment to ss.1.1 of the Credit Agreement.
The following definition is hereby added to ss.1.1 of the Credit Agreement:
"Applicable Commitment Fee. The Applicable Commitment Fee set forth in the
following table:
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Pricing Ratio Applicable Commitment Fee
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less than 2.00:1 0.250% per annum
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greater than or equal to
2.00:1 but less than 2.50:1 0.375% per annum
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greater than or equal to
2.50:1 but less than 3.00:1 0.375% per annum
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greater than or equal to 3.00:1 0.500% per annum
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The effective date of a change in the Applicable Commitment Fee shall be the
first day after receipt by the Banks of financial statements delivered pursuant
to ss.7.4(a) or (b) hereof which indicate a change in the Pricing Ratio and in
the Applicable Commitment Fee in accordance with the above table.
Notwithstanding the foregoing, until receipt by the Banks of financial
statements delivered pursuant to ss.7.4(a) or (b) hereof for the fiscal quarter
ended June 30, 1997, the Applicable Commitment Fee shall be 0.25% per annum. If
at the time of calculation of the Commitment Fee the most recent financial
statements required to be delivered pursuant to ss.7.4(a) or (b) hereof have not
been delivered, the Applicable Commitment Fee shall be 0.500% per annum, subject
to adjustment upon actual receipt of such financial statements."
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B. Amendment to ss.5.3(a) of the Credit Agreement.
Section 5.3(a) of the Credit Agreement is hereby deleted in its entirety and the
following substituted in place thereof:
ss.5.3(a) Commitment Fee. The Borrowers agree to pay to the Agent a fee (the
"Commitment Fee") in an amount equal to the Applicable Commitment Fee on the
unused portion of the Total Commitment during each fiscal quarter or portion
thereof from the date of this Third Amendment to the Maturity Date (or to the
date of termination in full of the Total Commitment, if earlier). The commitment
Fee shall be payable in arrears on the first day of each fiscal quarter for the
immediately preceding fiscal quarter, with a final payment on the Maturity Date
(or to the date of termination in full of the Total Commitment, if earlier). For
purposes of computing the Commitment Fee, the Maximum Drawing Amount of all L/Cs
shall be considered usage with respect to the Commitment. The Commitment Fee
shall be shared among the Banks pro rata in accordance with their Commitment
Percentages.
C. References to FNBB.
All references to the term "FNBB" or to "The First National Bank of Boston"
appearing in the Credit Agreement and any of the other Loan Documents shall be
deemed to be references to BKB.
II. PROVISIONS RELATING TO THIS THIRD AMENDMENT
A. Definitions.
Capitalized terms used herein without definition have the meanings ascribed to
them in the Credit Agreement.
B. Ratification, etc.
Except as expressly amended or waived hereby, the Credit Agreement, the other
Loan Documents and all documents, instruments and agreements related thereto are
hereby ratified and confirmed in all respects and shall continue in full force
and effect. This Third Amendment and the Credit Agreement shall hereafter be
read and construed together as a single document, and all references in the
Credit Agreement or any related agreement or instrument to the Credit Agreement
shall refer to the Credit Agreement as amended by this Third Amendment.
C. GOVERNING LAW.
THIS THIRD AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL TAKE EFFECT AS A SEALED
INSTRUMENT IN ACCORDANCE WITH SUCH LAWS.
D. Counterparts.
This Third Amendment may be executed in any number of counterparts and by
different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which counterparts taken
together shall be deemed to constitute one and the same instrument. Complete
sets of counterparts shall be lodged with the Banks.
E. Effectiveness.
This Third Amendment shall become effective upon the execution and delivery
thereof by the respective parties hereto.
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F. Entire Agreement.
THE CREDIT AGREEMENT AND THE SECURITY DOCUMENTS AS AMENDED BY THIS THIRD
AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
IN WITNESS WHEREOF, the undersigned have duly executed this Third amendment
under seal as of the date first set forth above.
THE BORROWERS:
NSC CORPORATION
By: J. Xxxxxxx Xxxxxx
Title: Vice President
NATIONAL SERVICE CLEANING CORP.
By: Xxxxxxxxxx X. Kouninis
Title: Vice President
NATIONAL SURFACE CLEANING CORP.
By: Xxxx Xxxxxxx
Title: Vice President
XXXXXX DEMOLISHING MANAGEMENT, INC.
By: Xxxxxxxxxx X. Kouninis
Title: Vice President
NSC SPECIALTY COATINGS, INC.
By: Xxxxxxxxxx X. Kouninis
Title: Vice President
NSC ENERGY SERVICES, INC.
By: Xxxxxxxxxx X. Kouninis
Title: Vice President
THE BANKS:
BANKBOSTON, N.A.
(formerly known as The First National
Bank of Boston)
By:
Title:
FLEET NATIONAL BANK
By:
Title:
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