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EXHIBIT 10.12
UNICCO SERVICE COMPANY
USC, INC.
UNICCO GOVERNMENT SERVICES, INC.
UNICCO FINANCE CORP.
UNICCO SERVICE OF M.I., INC.
UNICCO SERVICE OF N.J., INC.
FOUR COPLEY PLACE
BOSTON, MA 02116
Dated as of: May 31, 2000
Effective as of: March 31, 2000
Fleet National Bank
Individually and as Agent
100 Federal Street
Boston, Massachusetts 02110
Citizens Bank of Massachusetts
28 State Street
Boston, Massachusetts 02109
Re: FOURTH 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 "Fourth 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
Fourth Amendment.
Accordingly, in consideration of these premises, the promises, mutual
covenants and agreements contained in this Fourth Amendment, and fully intending
to be legally bound by this Fourth Amendment, we hereby agree with you as
follows:
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ARTICLE I
AMENDMENTS TO AGREEMENT
Effective as of March 31, 2000, 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 Fourth Amendment.
(b) Clause (ii)(b) of the definition of "Operating Cash Flow" is hereby
amended to read in its entirety as follows: "the aggregate amount distributed by
Unicco (including, without limitation, Tax Distribution Amounts) during such
period."
(c) Section 6.8 is hereby amended to read in its entirety as follows:
"6.8 FIXED CHARGE COVERAGE RATIO. The Borrower Affiliated Group shall not
permit the Fixed Charge Coverage Ratio of the Borrower Affiliated Group as
at the last day of any fiscal quarter, for the four consecutive fiscal
quarters then ending, to be less than 1.25 to 1."
(d) Clause (ii) of Section 6.10 is hereby amended to read in its entirety
as follows:
"(ii) not sooner than 15 days after receipt by the Agent of the financial
statements required to be delivered by Section 5.1(b) for any fiscal
quarter, Unicco may make quarterly distributions to its shareholders, and
its shareholders may accept distributions, PROVIDED, HOWEVER, that,
concurrently with the declaration of and payment of any such distribution,
the Borrowers shall furnish to the Agent (and the Agent shall in turn
furnish to the Banks) a report in substantially the form of EXHIBIT F
signed on behalf of each member of the Borrower Affiliated Group by its
chief financial officer, and including, without limitation, computations in
reasonable detail evidencing compliance (both before and after giving
effect to the proposed distribution) with the covenants contained in
Section 6.7, Section 6.8, Section 6.9, Section 6.10 and Section 6.17, and
PROVIDED, FURTHER, that in the event that the audited financial statements
required to be delivered pursuant to Section 5.1(a) reflect that the
aggregate quarterly distributions made in the fiscal year to which such
financial statements relate were in excess of 50% of Combined net income
(as determined in accordance with GAAP and evidenced by such financial
statements) of the Borrower Affiliated Group, each of the Equity Owners
jointly and severally agree to immediately pay to the Administrative Agent,
for the ratable benefit of the Banks, the aggregate amount of such excess
for such fiscal year),".
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
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representations and warranties had been made by the Borrowers on the date hereof
and in this Fourth 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 Fourth Amendment (both before and after giving effect to all
of the arrangements and transactions contemplated by this Fourth Amendment).
(c) BINDING EFFECT OF DOCUMENTS. This Fourth 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 Fourth Amendment, are confirmed
as being in full force and effect.
(b) GOVERNING LAW. This Fourth 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 Fourth 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 Fourth 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 Fourth 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 Fourth 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 Fourth
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 Fourth Amendment shall
be controlling.
(f) CONDITIONS PRECEDENT. This Fourth Amendment shall be effective as of
March 31, 2000, but only if the form of acceptance at the end of this Fourth
Amendment shall be signed by the Agent and the Banks.
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If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart of this Fourth Amendment and return such
counterpart to the undersigned, whereupon this Fourth 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/ George A. Keches
--------------------------------
Title:
USC, INC.
By: /s/ George A. Keches
--------------------------------
Title:
UNICCO GOVERNMENT SERVICES, INC.
By: /s/ George A. Keches
--------------------------------
Title:
UNICCO FINANCE CORP.
By: /s/ George A. Keches
--------------------------------
Title:
UNICCO SERVICE OF M.I., INC.
By: /s/ George A. Keches
---------------------------------
Title:
UNICCO SERVICE OF N.J., INC.
By: /s/ George A. Keches
---------------------------------
Title:
(Signatures continued on next page)
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Each of the undersigned hereby acknowledges and agrees to the provisions of
Section 6.10 applicable to him, as amended by the foregoing Fourth Amendment,
and agrees to immediately reimburse the Company in cash for any and all amounts
received by him in contravention of such Section 6.10 (and to provide evidence
thereof to the Agent):
/s/ Steven C. Kletjian
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Steven C. Kletjian
/s/ Robert P. Kletjian
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Robert P. Kletjian
/s/ Richard J. Kletjian
--------------------------------------------
Richard J. Kletjian
/s/ George A. Keches
--------------------------------------------
George A. Keches
/s/ John C. Feitor
--------------------------------------------
John C. Feitor
The foregoing Fourth Amendment is hereby accepted by the undersigned as of
May __, 2000.
THE BANKS:
FLEET NATIONAL BANK
By: /s/ Luanne Smith
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Title: Vice President
(Signatures continued on next page)
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CITIZENS BANK OF MASSACHUSETTS
By: /s/ David Costello
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Title:
THE AGENT:
FLEET NATIONAL BANK, as Agent
By: /s/ Luanne Smith
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Title:
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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 Fourth Amendment, and the Agreement as
amended hereby.
UNICCO FACILITY SERVICES CANADA COMPANY
By: /s/ George A. Keches
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Title:
