<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 10, 2000
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BURNS INTERNATIONAL SERVICES CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-5529 13-3408028
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) file number) Identification No.)
200 South Michigan Avenue, Chicago, Illinois 60604
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 322-8500
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-1-
BURNS INTERNATIONAL SERVICES CORPORATION AND CONSOLIDATED
SUBSIDIARIES
FORM 8-K
JANUARY 10, 2000
ITEM 5. OTHER EVENTS
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On December 28, 1999, the Company amended its senior credit facility to provide
for additional borrowing capacity and, on January 3, 2000 it arranged for a
temporary additional credit facility in the amount of $15 million for working
capital purposes during the transition of its new accounting and invoicing
system.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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Financial Statements: None
Exhibits: 10.1 - Third Amendment to the Amended and Restated Credit
Agreement dated as of June 30, 1998 among the Company,
Lenders listed therein, Canadian Imperial Bank of
Commerce, as Documentation Agent, NationsBank N.A., as
Syndication Agent, and Bankers Trust Company, as
Administrative Agent related to the Company's receivables
facility (incorporated by reference to Exhibit 4 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998).
10.2 - Line of Credit Agreement between the Company and
Bankers Trust Company, dated January 3, 2000.
99 - Press release issued January 7, 2000
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-2-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Burns International Services Corporation
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(Registrant)
By /s/ Robert E. T. Lackey
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(Signature)
Robert E. T. Lackey
Vice President, General Counsel
and Corporate Secretary
Date: January 10, 2000
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Exhibit 10.1
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BURNS INTERNATIONAL SERVICES CORPORATION
THIRD AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT
This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment")
is dated as of December 16, 1999 and entered into by and among Burns
International Services Corporation (formerly named Borg-Warner Security
Corporation), a Delaware corporation ("Company"), the financial institutions
listed on the signature pages hereof ("Lenders"), Canadian Imperial Bank of
Commerce, as Documentation Agent (the "Documentation Agent"), Bank of America,
N.A., as Syndication Agent (the "Syndication Agent") and Bankers Trust Company,
as Administrative Agent for Lenders ("Agent"), and, for purposes of Section 5
hereof, the Credit Support Party (as defined in Section 5 hereof) listed on the
signature pages hereof, and is made with reference to that certain Amended and
Restated Credit Agreement dated as of June 30, 1998 (as heretofore amended, the
"Credit Agreement"), by and among Company, Lenders, Documentation Agent,
Syndication Agent and Administrative Agent. Capitalized terms used herein
without definition shall have the same meanings herein as set forth in the
Credit Agreement.
RECITALS
WHEREAS, Company and Lenders desire to amend the Credit Agreement to increase
the Consolidated Leverage Ratio for the fiscal quarter ending December 31, 1999
and to make certain other amendments as set forth below;
NOW, THEREFORE, in consideration of the premises and the agreements, provisions
and covenants herein contained, the parties hereto agree as follows:
Section 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 Amendments to Section 1: Certain Defined Terms
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A. The definition of "Commitment Fee Percentage" is hereby amended by deleting
the proviso contained therein and by substituting therefor the following:
"; provided however (i) from the Business Day following the date
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of the delivery of the Margin Determination Certificate for the
fiscal quarter ended September 30, 1999 until the Third Amendment
Effective Date, the Commitment Fee Percentage shall be the rate
in effect under the Credit
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Agreement immediately prior to the Third Amendment Effective
Date and (ii) commencing on the Third Amendment Effective Date
through the date on which Company delivers the Margin
Determination Certificate for the fiscal quarter ended December
31, 1999, the Commitment Fee Percentage shall be the highest
rate provided for in the above table."
B. Subsection 1.1 of the Credit Agreement is hereby amended by adding the
definition of "Third Amendment Effective Date" in appropriate alphabetical order
as follows:
"'Third Amendment Effective Date' means the date the Third
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Amendment to Amended and Restated Credit Agreement dated as of
December 16, 1999 (the "Third Amendment") becomes effective in
accordance with its terms."
1.2 Amendments to Section 2: Amounts and Terms of Commitments
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and Loans; Notes; Letters of Credit
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A. Subsection 2.2A of the Credit Agreement is hereby amended by deleting the
proviso contained in the second paragraph thereof and by substituting therefor
the following:
"; provided however (i) from the Business Day following the
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date of the delivery of the Margin Determination Certificate for
the fiscal quarter ended September 30, 1999 until the Third
Amendment Effective Date, the Loans shall bear interest at the
rate in effect under the Credit Agreement immediately prior to
the Third Amendment Effective Date and (ii) commencing on the
Third Amendment Effective Date through the date on which Company
delivers the Margin Determination Certificate for the fiscal
quarter ended December 31, 1999, the Loans shall bear interest
at the highest rate provided for in the above table."
B. Subsection 2.3 of the Credit Agreement is hereby amended by adding a new
paragraph at the end thereof as follows:
"C. Third Amendment Fees. Company agrees to pay to each
Consenting Lender (as defined in the Third Amendment) on April
3, 2000 a fee in an amount equal to .075% of such Lender's
Commitment in the event that the daily average of Company's Net
Funded Debt for the period commencing on March 27, 2000 and
ending on March 31, 2000 exceeds $235,000,000. Company shall
deliver to Administrative Agent on April 3, 2000 an Officers'
Certificate calculating the daily average of Company's Net
Funded Debt for such period. In addition, in the event that
Company's Consolidated Leverage Ratio for the fiscal quarter
ended December 31, 1999 is between 3.70:1.00 and 3.90:1.00, as
set forth in Company's Compliance Certificate delivered with
respect to such fiscal quarter, Company shall pay to each
Consenting Lender (as defined in the Third Amendment) an
additional amendment fee in an amount equal to .025% of such
Lender's Commitment."
1.3 Amendment to Section 6: Company's Negative Covenants
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A. Subsection 6.6B of the Credit Agreement is hereby amended by deleting such
subsection in its entirety and replacing such subsection with the following:
"B. Leverage Ratio. Company will not permit its Consolidated Leverage
Ratio as of the last day of each fiscal quarter to exceed 3.25:1.00;
provided however that for the fiscal quarter ending December 31, 1999
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such Consolidated Leverage Ratio shall not exceed 3.90:1.00 ."
Section 2.CONDITIONS TO EFFECTIVENESS
Section 1 of this Amendment shall become effective only upon the satisfaction of
all of the following conditions precedent (the date of satisfaction of such
conditions being referred to herein as the "Third Amendment Effective Date"):
A. On or before the Third Amendment Effective Date, Company shall deliver to
Lenders (or to Administrative Agent for Lenders) the following, each, unless
otherwise noted, dated the Third Amendment Effective Date:
1. Signature and incumbency certificates of its officers executing
this Amendment; and
2. Executed copies of this Amendment.
B. Company shall pay to each of the Lenders executing this Amendment
prior to December 24, 1999 (a "Consenting Lender") an amendment fee in an amount
equal to .05% of such Lender's Commitment.
C. On or before the Third Amendment Effective Date, all corporate and other
proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously found
acceptable by Administrative Agent, acting on behalf of Lenders, and its counsel
shall be satisfactory in form and substance to Administrative Agent and such
counsel, and Administrative Agent and such counsel shall have received all such
counterpart originals or certified copies of such documents as Administrative
Agent may reasonably request.
D. Requisite Lenders shall have executed and delivered copies of this
Amendment to Administrative Agent.
Section 3. COMPANY'S REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to amend the Credit
Agreement in the manner provided herein, Company represents and warrants to each
Lender that the following statements are true, correct and complete:
A. Corporate Power and Authority. Company has all requisite corporate power and
authority to enter into this Amendment and to carry out the transactions
contemplated by, and perform its obligations under, the Credit Agreement as
amended by this Amendment (the "Amended Agreement").
B. Authorization of Agreements. The execution and delivery of this Amendment and
the performance of the Amended Agreement have been duly authorized by all
necessary corporate action on the part of Company.
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C. No Conflict. The execution and delivery by Company of this Amendment and the
performance by Company of the Amended Agreement do not and will not (i) violate
any provision of any law or any governmental rule or regulation applicable to
Company or any of its Subsidiaries, the Certificate or Articles of Incorporation
or Bylaws of Company or any of its Subsidiaries or any order, judgment or decree
of any court or other agency of government binding on Company or any of its
Subsidiaries, (ii) conflict with, result in a breach of or constitute (with due
notice or lapse of time or both) a default under any Contractual Obligation of
Company or any of its Subsidiaries, (iii) result in or require the creation or
imposition of any Lien upon any of the properties or assets of Company or any of
its Subsidiaries or (iv) require any approval of stockholders or any approval or
consent of any Person under any Contractual Obligation of Company or any of its
Subsidiaries.
D. Governmental Consents. The execution and delivery by Company of this
Amendment and the performance by Company of the Amended Agreement do not and
will not require any registration with, consent or approval of, or notice to, or
other action to, with or by, any federal, state or other governmental authority
or regulatory body.
E. Binding Obligation. This Amendment and the Amended Agreement have been duly
executed and delivered by Company and are the legally valid and binding
obligations of Company, enforceable against Company in accordance with their
respective terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles relating to enforceability.
F. Incorporation of Representations and Warranties From Credit Agreement. The
representations and warranties contained in Section 4 of the Credit Agreement
are and will be true, correct and complete in all material respects on and as of
the Third Amendment Effective Date to the same extent as though made on and as
of that date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true, correct
and complete in all material respects on and as of such earlier date.
G. Absence of Default. No event has occurred and is continuing or will result
from the consummation of the transactions contemplated by this Amendment that
would constitute an Event of Default or a Potential Event of Default.
Section 4. ACKNOWLEDGEMENT AND CONSENT
Company is a party to the Company Pledge Agreement, pursuant to which Company
has created Liens in favor of Administrative Agent on certain Collateral to
secure the Obligations. Burns International Security Services Corporation
(formerly named Borg-Warner Protective Services Corporation) (the "Credit
Support Party") has (i) guarantied the Obligations pursuant to the Borg-Warner
Subsidiary Guaranty and (ii) pledged certain Collateral to Administrative Agent
to secure the obligations of such subsidiary under such guaranty pursuant to the
Borg-Warner Subsidiary Pledge Agreement. Company and such subsidiary are
collectively referred to herein as the "Credit Support Parties", and the Borg-
Warner Subsidiary Guaranty and/or the Borg-Warner Subsidiary Pledge Agreement
<PAGE>
and Company Pledge Agreement are collectively referred to herein as the "Credit
Support Documents".
Each Credit Support Party hereby acknowledges that it has reviewed the terms and
provisions of the Credit Agreement and this Amendment and consents to the
amendment of the Credit Agreement effected pursuant to this Amendment. Each
Credit Support Party hereby confirms that each Credit Support Document to which
it is a party or otherwise bound and all Collateral encumbered thereby will
continue to guaranty or secure, as the case may be, to the fullest extent
possible the payment and performance of all "Obligations," "Guarantied
Obligations" and "Secured Obligations," as the case may be (in each case as such
terms are defined in the applicable Credit Support Document), including without
limitation the payment and performance of all such "Obligations," "Guarantied
Obligations" or "Secured Obligations," as the case may be, in respect of the
Obligations of Company now or hereafter existing under or in respect of the
Amended Agreement and the Notes defined therein.
Each Credit Support Party acknowledges and agrees that any of the Credit Support
Documents to which it is a party or otherwise bound shall continue in full force
and effect and that all of its obligations thereunder shall be valid and
enforceable and shall not be impaired or limited by the execution or
effectiveness of this Amendment. Each Credit Support Party represents and
warrants that all representations and warranties contained in the Amended
Agreement and the Credit Support Documents to which it is a party or otherwise
bound are true, correct and complete in all material respects on and as of the
Third Amendment Effective Date to the same extent as though made on and as of
that date, except to the extent such representations and warranties specifically
relate to an earlier date, in which case they were true, correct and complete in
all material respects on and as of such earlier date.
Each Credit Support Party (other than Company) acknowledges and agrees that (i)
notwithstanding the conditions to effectiveness set forth in this Amendment,
such Credit Support Party is not required by the terms of the Credit Agreement
or any other Loan Document to consent to the amendments to the Credit Agreement
effected pursuant to this Amendment and (ii) nothing in the Credit Agreement,
this Amendment or any other Loan Document shall be deemed to require the consent
of such Credit Support Party to any future amendments to the Credit Agreement.
Section 5. MISCELLANEOUS
A. Reference to and Effect on the Credit Agreement and the Other Loan
Documents.
(i) On and after the Third Amendment Effective Date, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import referring to the Credit Agreement,
and each reference in the other Loan Documents to the "Credit
Agreement", "thereunder", "thereof" or words of like import referring
to the Credit Agreement shall mean and be a reference to the Amended
Agreement.
(ii) Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.
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(iii) The execution, delivery and performance of this Amendment shall
not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of
Administrative Agent or any Lender under, the Credit Agreement or any
of the other Loan Documents.
B. Fees and Expenses. Company acknowledges that all costs, fees and expenses as
described in subsection 9.2 of the Credit Agreement incurred by Administrative
Agent and its counsel with respect to this Amendment and the documents and
transactions contemplated hereby shall be for the account of Company.
C. Headings. Section and subsection headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose or be given any substantive effect.
D. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT
LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. Counterparts. This Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument; signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their respective officers thereunto duly authorized as
of the date first written above.
BURNS INTERNATIONAL SERVICES CORPORATION
By: ___________________________________________
Title: ___________________________________________
BURNS INTERNATIONAL SECURITY SERVICES CORPORATION,
(for purposes of Section 5 only) as a Credit
Support Party
By: ___________________________________________
Title: ___________________________________________
BANKERS TRUST COMPANY, Individually and as
Administrative Agent
By: ___________________________________________
Title: ___________________________________________
CIBC INC.,
individually and as Documentation Agent
By: ___________________________________________
Title: ___________________________________________
BANK OF AMERICA, N.A.,
individually and as Syndication Agent
By: __________________________________________
Title: __________________________________________
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ABN AMRO BANK, N.V., CHICAGO BRANCH
By: __________________________________________
Title: __________________________________________
By: __________________________________________
Title: __________________________________________
ARAB BANKING CORPORATION
By: __________________________________________
Title: __________________________________________
BANK OF HAWAII
By: __________________________________________
Title: __________________________________________
THE BANK OF NEW YORK
By: __________________________________________
Title: __________________________________________
BANQUE PARIBAS
By: __________________________________________
Title: __________________________________________
COMMERCIAL LOAN FUNDING TRUST I
By: Lehman Commercial Paper Inc., not in its
individual capacity but solely as
administrative agent
By: ___________________________________
Name: Michele Swanson
Title: Authorized Signatory
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CREDIT AGRICOLE INDOSUEZ
By: __________________________________________
Title: __________________________________________
By: __________________________________________
Title: __________________________________________
THE FUJI BANK, LIMITED
CHICAGO BRANCH
By: __________________________________________
Title: __________________________________________
GENERAL ELECTRIC CAPITAL CORPORATION
By: __________________________________________
Title: __________________________________________
IMPERIAL BANK
By: __________________________________________
Title: __________________________________________
MERCANTILE BANK NATIONAL ASSOCIATION
By: __________________________________________
Title: __________________________________________
MERITA BANK
By: __________________________________________
Title: __________________________________________
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TORONTO DOMINION (TEXAS), INC.
By: __________________________________________
Title: __________________________________________
UNITED WORLD CHINESE COMMERCIAL BANK, LOS ANGELES
AGENCY
By: __________________________________________
Title: __________________________________________
<PAGE>
Exhibit 10.2
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January 3, 2000
Burns International Services Corporation
200 South Michigan Avenue
Chicago, Illinois 60604
Attention: Brian Cooper,
Treasurer
Re: Line of Credit Agreement
Gentlemen:
This letter will confirm our agreement relating to the line of credit
which Bankers Trust Company ("Bank") has granted to Burns International Services
Corporation (formerly named Borg-Warner Security Corporation) (the "Company").
1. Our line of credit (the "Line of Credit") shall be in the amount
of Fifteen Million United States Dollars ($15,000,000) and shall, unless we
notify Company otherwise, expire on February 29, 2000.
2. All loans under the Line of Credit shall be payable on demand and
shall be evidenced by a promissory note of Company substantially in the form of
Exhibit A hereto (the "Line of Credit Note"). All advances on the Line of Credit
Note shall be made by credit of immediately available funds to Company's account
at Bank described in paragraph 5 below. Advances on the Line of Credit Note may
be made by us at the oral or written request of persons designated by Company in
writing. Any one such person shall be authorized to request advances and direct
the disposition of any such advances until written notice of the revocation of
such authority is received by us. Any such advances shall be conclusively
presumed to have been made to or for Company's benefit regardless of the fact
that persons other than those authorized in such designation may have authority
to draw against such amount.
3. The date and amount of each loan under the Line of Credit shall be
entered by us in the column for loans appearing on the grid attached to the Line
of Credit Note, and the amount of any payments of principal and interest
received by us shall likewise be entered by us in the column for such payments
on the grid.
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4. Interest shall be payable on the Line of Credit loans at the rate
and at the times set forth in the Line of Credit Note.
5. The proceeds of all loans under the Line of Credit may be used for
general corporate purposes not including the purpose of purchasing or carrying
any "margin stock" within the meaning of Regulation U of the Board of Governors
of the Federal Reserve System. All such proceeds shall be credited to Company's
account number 50-192-012 at Bank (the "Account").
6. The Line of Credit Note and Company's obligations under this Line
of Credit Agreement shall be guarantied by Burns International Security Services
Corporation (the "Subsidiary"), a Material Subsidiary (as defined in the Credit
Agreement hereinafter referred to) of Company, which guaranty shall be
substantially in the form of Exhibit B hereto (the "Subsidiary Guaranty"). In
the event that the Line of Credit Note has not been repaid in full on or prior
to February 29, 2000, upon request of Bank, Company will immediately cause
Subsidiary to secure its obligations under the Subsidiary Guaranty by granting
to Bank a first priority perfected lien on its operating headquarters located at
Two Campus Drive, Parsippany, N.J. 07054-0330 (the "Real Property Collateral").
Upon such request of Bank, Company hereby agrees to cause Subsidiary to execute
and deliver such documents, including without limitation, a mortgage or deed of
trust on such Real Property Collateral in form and substance reasonably
satisfactory to Bank, and to take such actions as may be necessary or
appropriate in the reasonable judgment of Bank to grant to Bank such first
priority perfected lien on the Real Property Collateral. Company will not permit
Subsidiary to, directly or indirectly, create, incur, assume or permit to exist
any lien on such Real Property Collateral other than the lien in favor of Bank
securing Subsidiary's obligations under the Subsidiary Guaranty.
7. Company hereby represents and warrants that, at the time of each
borrowing and as a condition precedent to each borrowing, that the following
statements are true, correct and complete:
(a) no Event of Default or Potential Event of Default (as such terms
are defined in the hereinafter referred to Credit Agreement) has occurred
and is continuing under that certain Amended and Restated Credit Agreement
dated as of June 30, 1998, as amended (the "Credit Agreement"), among Burns
International Services Corporation, the Lenders listed therein, as Lenders
and Bankers Trust Company, as Administrative Agent or will result from the
proposed borrowing;
(b) the representations and warranties contained in the Credit
Agreement and the other Loan Documents (as such term is defined in the
Credit Agreement) are true, correct and complete in all material respects
at the time of such borrowing to the same extent as though made on and as
of such date of borrowing;
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(c) Company and its subsidiaries have performed in all material
respects all agreements provided to be performed by them under the Credit
Agreement and the other Loan Documents at the time of such borrowing; and
(d) there shall not be pending, or to the knowledge of Company
threatened, any action, suit, proceeding, governmental investigation or
arbitration against or affecting Company or any of its subsidiaries which
could reasonably be expected to have a Material Adverse Effect (as such
term is defined in the Credit Agreement).
8. Company also hereby represents and warrants that as of the date
of this Agreement and at the time of each borrowing and as a condition precedent
to each borrowing, the following statements are true, correct and complete:
(a) each of Company and Subsidiary has all requisite corporate power
and authority to enter into this Line of Credit Agreement, the Line of
Credit Note and the Subsidiary Guaranty (collectively, the "Credit
Documents") to which Company or Subsidiary is a party and to carry out the
transactions contemplated by, and perform its obligations under, the Credit
Documents to which it is a party;
(b) the execution and delivery of the Credit Documents to which it is
a party and the performance of the Credit Documents to which it is a party
have been duly authorized by all necessary corporate action on the part of
Company and Subsidiary;
(c) the execution and delivery by Company and Subsidiary of the Credit
Documents to which it is a party and the performance by Company and
Subsidiary of the Credit Documents to which it is a party do not and will
not (i) violate any provision of any law or any governmental rule or
regulation applicable to Company or Subsidiary, the Certificate or Articles
of Incorporation or Bylaws of Company or Subsidiary or any order, judgment
or decree of any court or other agency of government binding on Company or
Subsidiary, (ii) conflict with, result in a breach of or constitute (with
due notice or lapse of time or both) a default under any contractual
obligation of Company or Subsidiary, (iii) result in or require the
creation or imposition of any lien upon any of the properties or assets of
Company or Subsidiary (other than as may be required with respect to the
Real Property Collateral) or (iv) require any approval of stockholders or
any approval or consent of any Person under any contractual obligation of
Company or Subsidiary;
(d) the execution and delivery by Company and Subsidiary of the Credit
Documents to which it is a party and the performance by Company and
Subsidiary of the Credit Documents to which it is a party do not and will
not require any registration with, consent or approval of, or notice to, or
other action to, with or by, any federal, state or other governmental
authority or regulatory body;
(e) the Credit Documents to which it is a party have been duly
executed and delivered by Company and Subsidiary and are the legally valid
and binding obligations of Company and Subsidiary, enforceable against
Company and
<PAGE>
Subsidiary in accordance with their respective terms, except as may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or limiting creditors' rights generally or by equitable
principles relating to enforceability; and
(f) no event has occurred and is continuing or will result from the
consummation of the transactions contemplated by the Credit Documents that
would constitute an Event of Default or a Potential Event of Default under
the Credit Agreement.
9. Bank shall have the right at any time to sell, assign, transfer,
negotiate or grant participations to other commercial banks in all or any part
of the Line of Credit Note and loans under the Line of Credit. Company hereby
acknowledges and agrees that any such disposition will give rise to a direct
obligation of Company to the participant and the participant shall for all
purposes relevant thereto be considered to be treated as though it were "Bank"
under the Line of Credit Note and hereunder.
10. Company agrees to pay Bank a commitment fee, from the date hereof
to and including the date the Line of Credit provided for herein expires or is
terminated, equal to the excess of the daily unused amount of the Line of Credit
over the aggregate principal amount of all advances outstanding and made
pursuant to the Line of Credit multiplied by 0.50% per annum, such commitment
fee to be calculated on the basis of a 360-day year and the actual number of
days elapsed and to be payable on demand or upon the expiration or termination
of the Line of Credit.
11. This Line of Credit Agreement and the Line of Credit Note shall
be construed and enforced in accordance with, and governed by, the laws of the
State of New York.
12. This Line of Credit Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.
<PAGE>
If the foregoing is acceptable, please so indicate below and return a
signed copy hereof to Bank.
Very truly yours,
BANKERS TRUST COMPANY
By: __________________________
Title: __________________________
ACCEPTED AND AGREED TO:
BURNS INTERNATIONAL SERVICES CORPORATION
By: ________________________
Title: ________________________
<PAGE>
EXHIBIT A
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BURNS INTERNATIONAL SERVICES CORPORATION
DEMAND PROMISSORY NOTE
$15,000,000.00 Chicago, Illinois
January 3, 2000
FOR VALUE RECEIVED, BURNS INTERNATIONAL SERVICES CORPORATION (formerly named
Borg-Warner Security Corporation), a Delaware corporation ("Company"), promises
to pay to the order of BANKERS TRUST COMPANY ("Payee") ON DEMAND, or in the
event no demand is made, on February 29, 2000, the lesser of (x) of Fifteen
Million United States Dollars ($15,000,000) or (y) the unpaid principal amount
of all advances made by Payee to Company pursuant to a Line of Credit Agreement
between Payee and Company dated January 3, 2000 (the "Line of Credit Agreement")
and evidenced by this Note.
Company also promises to pay interest on the unpaid principal amount hereof,
from the date hereof until the principal amount of all advances made by Payee to
Company hereunder is paid in full, at a fluctuating interest rate per annum that
is at all times equal to the rate which Payee announces from time to time as its
Prime Rate plus 1.50% per annum. Interest on this Note shall be payable upon
----
demand and upon any payment of this Note to the extent accrued on the amount
paid. All computations of interest shall be made by Payee on the basis of a 360-
day year, for the actual number of days elapsed in the relevant period
(including the first day but excluding the last day). Payee's "Prime Rate" is a
reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer. Payee may make commercial loans or other loans
at a rate of interest at, above or below its Prime Rate.
All payments of principal and interest in respect of this Note shall be made in
lawful money of the United States of America in same day funds at the office of
Payee located at One Bankers Trust Plaza, New York, New York, or at such other
place as Payee may direct. Payee hereby agrees, by its acceptance hereof, that
before disposing of this Note or any part hereof it will make a notation hereon
of all principal payments previously made hereunder and of the date to which
interest hereon has been paid; provided, however, that the failure to make a
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notation of any payment made on this Note shall not limit or otherwise affect
the obligations of Company hereunder with respect to payments of principal of or
interest on this Note.
Whenever any payment on this Note shall be stated to be due on a day which is
not a Business Day, such payment shall be made on the next succeeding Business
Day and such extension of time shall be included in the computation of the
payment of interest on this Note. As used herein, "Business Day" shall mean any
day excluding Saturday, Sunday and any day which is a legal holiday under the
laws of the States of New York or Illinois or is a day on which banking
institutions located in such states are authorized or required by law or other
governmental action to close.
This Note is issued pursuant to the terms of the Line of Credit Agreement, to
which reference is hereby made for a more complete statement of the terms and
conditions relating to the payment of the loans evidenced by this Note. This
Note is the Line of Credit Note as referred to in the Line of Credit Agreement.
Company shall have the right at any time and from time to time to prepay the
principal of this Note in
<PAGE>
whole or in part, without premium or penalty; provided that each such partial
--------
prepayment shall be in an aggregate minimum amount of $1,000,000 and in integral
multiples thereof in excess of that amount. THIS NOTE SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
Upon the failure of Company to pay any principal, interest or other amount due
under this Note when due, whether at stated maturity, by declaration,
acceleration, demand or otherwise, the unpaid balance of the principal amount of
this Note, together with all accrued and unpaid interest thereon, shall become
immediately due and payable, without presentment, demand, notice, protest or
other requirements of any kind (all of which are hereby expressly waived by
Company). Demand for payment on this Note may be made whether or not any of the
foregoing events shall have occurred. COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY
IN ANY JUDICIAL PROCEEDING RELATING TO THIS NOTE.
No reference herein to the Line of Credit Agreement and no provision of this
Note or the Line of Credit Agreement shall alter or impair the obligation of
Company, which is absolute and unconditional, to pay the principal of and
interest on this Note at the place, at the respective times, and in the currency
herein prescribed.
Company promises to pay all costs and expenses, including reasonable attorneys'
fees, incurred in the collection and enforcement of this Note. Company and any
endorsers of this Note hereby consent to renewals and extensions of time at or
after the maturity hereof, without notice, and hereby waive diligence,
presentment, protest, demand and notice of every kind and, to the full extent
permitted by law, the right to plead any statute of limitations as a defense to
any demand hereunder.
IN WITNESS WHEREOF, Company has caused this Note to be duly executed and
delivered by its officer thereunto duly authorized as of the date and at the
place first written above.
BURNS INTERNATIONAL SERVICES CORPORATION
By: _______________________________
Title: _______________________________
<PAGE>
EXHIBIT 99
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FOR IMMEDIATE RELEASE
January 7, 2000
Contact: Anne Ireland (Analysts)
312-322-8550
Lynne Glovka (Media)
312-322-8511
BURNS INTERNATIONAL SERVICES CORPORATION AMENDS ITS SENIOR CREDIT FACILITY
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CHICAGO - Burns International Services Corporation (NYSE:BOR) announced today
that it has amended its senior credit facility to provide for additional
borrowing capacity and has arranged for a temporary additional credit facility
in an amount up to $15 million for working capital purposes during the
transition to its new accounting and invoicing system. While the temporary
facility is not expected to be utilized, the company has experienced some
invoicing delays which have increased borrowing requirements over the year-end.
During this transition period, the company has maintained its high quality of
customer service and any increase in debt is anticipated to be temporary with a
return to normal levels during the first quarter. Costs for the arrangements
are modest and the company remains confident in its 1999 earnings outlook.
Chicago-based Burns International Services Corporation is North America's
largest provider of physical security and related services with 75,000 employees
and more than 300 offices throughout the United States, Canada, the United
Kingdom, Ireland and Colombia. The company offers a complete range of security
solutions involving armed and unarmed physical security, foot and vehicle
patrol, access control and monitoring, background and drug screening,
investigative services, contract staffing, and other specialized security and
support services.
For a copy of this press release or for additional information on the company,
contact the company's web site at www.burnsinternational.com or
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www.prnewswire.com.
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