EXHIBIT 10 (i)
NSC CORPORATION
FOURTH AMENDMENT TO
REVOLVING CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "Fourth Amendment") is
made and entered into as of the 22nd day of December, 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, May 1,
1996 and May 9, 1997 (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.8.6 of the Credit Agreement.
Section 8.6 of the Credit Agreement is hereby deleted in its entirety and the
following substituted in place thereof:
"ss.8.6 Restricted Distributions and Redemptions. None of the Borrowers will
declare and pay any Distributions other than (a) Distributions payable solely in
common stock of the Borrowers, (b) Distributions by the Subsidiaries to the
Parent, and (c) annual Distributions by the Parent to its shareholders, provided
that after giving effect to such Distribution described in clause (c), the ratio
of (i) EBITDA, as at the end of each fiscal quarter immediately prior to such
Distribution commencing with the fiscal quarter ending March 31, 1998, (x)on a
cumulative quarterly basis for the fiscal quarter ending March 31, 1998 through
the fiscal quarter ending September 30, 1998, and (y) thereafter, for the four
fiscal quarters ending on such date, to (ii)Consolidated Total Debt Service for
such period shall not be less than 1.10:1, and provided further that no Default
of Event of Default shall exist or be created by the making of any Distribution
pursuant to this ss.8.6. In addition, the Borrowers shall not redeem, convert,
retire or otherwise acquire shares of any class of capital stock of the
Borrowers in aggregate amount in excess of $500,000 in any year. The Borrowers
shall not effect or permit any change in or amendment to any document or
instrument pertaining to the terms of the Borrower's capital stock."
B. Amendment to ss.9.1 of the Credit Agreement.
Section 9.1 of the Credit Agreement is hereby deleted in its entirety and the
following substituted in place thereof:
"ss.9.1 Debt Service Coverage Ratio. As at the end of each fiscal quarter
commencing with the fiscal quarter ending March 31, 1998, (i) on a cumulative
quarterly basis for the fiscal quarter ending March 31, 1998 through the fiscal
quarter ending September 30, 1998, and (ii) thereafter, for the four fiscal
quarters ending on such date, the ratio of (a)EBITDA for such period less
Capital Expenditure and income tax expenses for such period to (b) Consolidated
Total Debt Service for such period shall not be less than 1.50:1."
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C. Amendment to ss.9.3 fo the Credit Agreement.
Section 9.3 of the Credit Agreement is hereby deleted in its entirety and the
following substituted in place thereof:
"ss.9.3 Interest Coverage Ratio. As at the end of each fiscal quarter commencing
with the fiscal quarter ending March 31, 1998, (i) on a cumulative quarterly
basis for the fiscal quarter ending March 31, 1998 through the fiscal quarter
ending September 30, 1998, and (ii) thereafter, for the four fiscal quarters
ending on such date, the ratio of (a)EBITDA for such period to (b) Consolidated
Total Interest Expense for such period shall not be less than 4:1."
D. Amendment to ss.9.4 of the Credit Agreement.
Section 9.4 of the Credit Agreement is hereby deleted in its entirety and the
following substituted in place thereof:
"ss.9.4 Profitable Operations. The Borrowers will not permit Consolidated Net
Income to be less than $0 (a) in three of the four fiscal quarters of any fiscal
year, or (b) for any fiscal year; provided, however, the Borrowers may incur a
Consolidated Net Deficit of no more that $27,000,000 for the fiscal year ending
December 31, 1997 of which amount $25,000,000 shall be related to special
charges."
E. Amendment to ss.9.6 of the Credit Agreement.
Section 9.6 of the Credit Agreement is hereby deleted in its entirety and the
following substituted in place thereof:
'ss.9.6 Consolidated Net Worth. As at the end of any fiscal quarter commencing
with the fiscal quarter ending December 31, 1997, Consolidated Net Worth shall
not be less than $28,800,000.'
II. PROVISIONS RELATING TO THIS FOURTH 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 Fourth 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 Fourth Amendment.
C. GOVERNING LAW.
THIS FOURTH 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 Fourth 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.
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E. Effectiveness.
This Fourth Amendment shall become effective upon the satisfaction of each of
the following:
This Fourth Amendment shall have been executed and delivered by the respective
parties hereto; and The Agent shall have received an amendment fee of $25,000 to
be shared pro rata among the Banks in accordance with their respective
Commitment Percentages.
F. Entire Agreement.
THE CREDIT AGREEMENT AND THE SECURITY DOCUMENTS AS AMENDED BY THIS FOURTH
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 Fourth amendment
under seal as of the date first set forth above.
THE BORROWERS:
NSC CORPORATION
By: Xxxxxxxxxx X. Kouninis
Title: Vice President of Finance
NATIONAL SERVICE CLEANING CORP.
By: Xxxxxxxxxx X. Kouninis
Title: Vice President
NATIONAL SURFACE CLEANING INC.
By: Xxx Xxxxxx
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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