EXHIBIT 10.39(f)
SIXTH AMENDMENT AGREEMENT
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AGREEMENT, dated November 3, 1995, to be effective as of September 30,
1995, among XXXXXX SERVICE GROUP, INC. a New Jersey corporation, XXXXXX
INTERNATIONAL, INC., a Maryland corporation, XXXXXX SERVICE GROUP CANADA, LTD.,
a Canadian corporation, and GENERAL ELECTRIC CAPITAL CORPORATION, a New York
corporation.
Background
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A. Capitalized terms not otherwise defined shall have the meanings
ascribed to them in the Credit Agreement dated as of May 31, 1994, between
Xxxxxx Service Group, Inc. and General Electric Capital Corporation (as amended,
modified or supplemented from time to time, the "Credit Agreement".
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B. The Borrower has requested that the Lender modify one of the financial
covenants set forth in the Credit Agreement.
C. The Lender has agreed to the Borrower's request subject to the terms
and conditions of this Agreement.
Agreement
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In consideration of the Background, which is incorporated by reference, the
parties, intending to be legally bound, agree as follows:
1. Modifications. All the terms and provisions of the Credit Agreement
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and the other Loan Documents shall remain in full force and effect except that
the Leverage Ratio covenant of "5.0:1" for the period ended September 30, 1995,
contained in subsection (d) of Schedule 6.02(u) to the Credit Agreement is
deleted and the Leverage Ratio covenant of "6.5:1" is substituted therefor.
2. Conditions Precedent. The Lender's obligations under this Agreement
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are contingent upon the Lender's receipt of the following, all in form, scope
and content acceptable to the Lender in its sole discretion:
(a) Amendment Agreement. This Agreement duly executed by the parties
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hereto.
(b) Other. Such other agreements and instructions as the Lender shall
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require.
3. Reaffirmation By Borrower. The Borrower acknowledges and agrees, and
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reaffirms, that it is legally, validly and enforceably indebted to the Lender
under the
Revolving Note without defense, counterclaim or offset, and that it is legally,
validly and enforceably liable to the Lender for all costs and expenses of
collection and attorneys' fees related to or in any way arising out of this
Agreement, the Credit Agreement, the Revolving Note and the other Loan
Documents. The Borrower hereby restates and agrees to be bound by all covenants
contained in the Credit Agreement and the other Loan Documents and hereby
reaffirms that all of the representations and warranties contained in the Credit
Agreement remain true and correct in all material respects except as disclosed
in connection with the execution and delivery of the First Amendment Agreement
dated December 14, 1994 (the "First Amendment Agreement"). The Borrower
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represents that except as set forth in the Credit Agreement and the First
Amendment Agreement, ere are not pending or to the Borrower's knowledge
threatened, legal proceedings to which the Borrower or either of the Guarantors
is a party, or which materially or adversely affect the transactions
contemplated by this Agreement or the ability of the Borrower or either of the
Guarantors to conduct its business. The Borrower acknowledges and represents
that the resolutions of the Borrower dated May 25, 1994, remain in full force
and effect and have not been amended, modified, rescinded or otherwise
abrogated.
4. Reaffirmation by Guarantors. Each of the Guarantors acknowledges that
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each is legally and validly indebted to the Lender under the Guaranty of each
without defense, counterclaim or offset. Each of the Guarantors affirms that
the Guaranty of each remains in full force and effect and acknowledges that the
Guaranty of each encompasses, without limitation, the amount of the Maximum
Revolving Loan, as modified herein.
5. Other Representations By Borrower and Guarantors. The Borrower and the
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Guarantors each represents and confirms that (a) no Default or Event of Default
has occurred and is continuing and the Lender has not given its consent to or
waived any Default or Event of Default and (b) the Credit Agreement and the
other Loan Documents are in full force and effect and enforceable against the
Borrower and Guarantors in accordance with the terms thereof. The Borrower and
the Guarantors each represent and confirm that as of the date hereof, each has
no claim or defense (and the Borrower and the Guarantors each hereby waive every
claim and defense) against the Lender arising out of or relating to the Credit
Agreement and the other Loan Documents or the making, administration or
enforcement of the Revolving Loan and the remedies provided for under the Loan
Documents.
6. No Waiver By Lender. The Borrower and the Guarantors each acknowledges
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that (a) by the execution by each of this Agreement, the Lender is not waiving
any Default, whether now existing or hereafter occurring, disclosed or
undisclosed, by the Borrower under the Loan Documents and (b) the Lender
reserves all rights and remedies available to it under the Loan Documents and
otherwise.
The parties have executed this Agreement on the date first written above to
be effective as of September 30, 1995.
XXXXXX SERVICE GROUP, INC.
By /s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx
Its Vice President and Comptroller
XXXXXX INTERNATIONAL, INC.
By /s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx
Its Vice President and Comptroller
XXXXXX SERVICE GROUP CANADA,
LTD.
By /s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx
Its Assistant Secretary
GENERAL ELECTRIC CAPITAL
CORPORATION
By /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
Its Duly Authorized Signatory
