EXHIBIT 4.3
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT ("AMENDMENT"), dated as of May 1,
1995, is entered into by and among ABM INDUSTRIES INCORPORATED (the "COMPANY"),
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as agent for the Banks
(the "AGENT"), and the several financial institutions from time to time party to
the Credit Agreement (collectively, the "BANKS"; individually, a "BANK").
RECITALS
A. The Company, the Banks, and the Agent are parties to a Credit
Agreement dated as of September 22, 1994 (as previously amended, the "CREDIT
AGREEMENT") pursuant to which the Agent and the Banks have extended to the
Company a revolving credit facility including letters of credit.
B. The Company has requested the Banks to increase the amount of credit
they have committed to extend under the revolving credit facility and to agree
to amend the Credit Agreement accordingly.
C. The Banks are willing to amend the Credit Agreement in order to
increase the amount of each Bank's Commitment, subject to the terms and
conditions of this Amendment.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. DEFINED TERMS. Unless otherwise defined herein, capitalized terms
used herein shall have the meanings, if any, assigned to them in the Credit
Agreement.
2. AMENDMENTS TO CREDIT AGREEMENT. The respective amounts set forth
opposite the Banks' names on the signature pages of the Credit Agreement under
the caption "Commitment" are hereby increased to the following amounts:
Bank Amount of Commitment
---- --------------------
Bank of America National Trust
and Savings Associations $50,000,000
NationsBank of Texas, N.A. $31,250,000
United States National Bank of Oregon $18,750,000
Seattle-First National Bank $25,000,000
3. REPRESENTATIONS AND WARRANTIES. The Company hereby represents and
warrants to the Agent and the Banks as follows:
(a) No Default or Event of Default has occurred and is
-1-
continuing.
(b) The execution, delivery and performance by the Company of this
Amendment have been duly authorized by all necessary corporate and other action
and do not and will not require any registration with, consent or approval of,
notice to or action by, any Person (including any Governmental Authority) in
order to be effective and enforceable. The Credit Agreement as amended by this
Amendment constitutes the legal, valid and binding obligations of the Company,
enforceable against it in accordance with its respective terms, without defense,
counterclaim or offset.
(c) All representations and warranties of the Company contained in
the Credit Agreement are true and correct.
(d) The Company is entering into this Amendment on the basis of its
own investigation and for its own reasons, without reliance upon the Agent and
the Banks or any other Person.
4. EFFECTIVE DATE. This Amendment will become effective as of May 1,
1995 (the "EFFECTIVE DATE"), PROVIDED that each of the following conditions is
satisfied:
(a) By no later than May 1, 1995, the Agent has received from the
Company and the Banks a duly executed original (or, if elected by the Agent, an
executed facsimile copy) of this Amendment.
(b) By no later than May 1, 1995, the Agent has received from the
Company a copy of a resolution passed by the board of directors of such
corporation, certified by the Secretary or an Assistant Secretary of such
corporation as being in full force and effect on the date hereof, authorizing
the execution, delivery and performance of this Amendment.
(c) All representations and warranties contained herein are true and
correct as of the Effective Date.
(d) The Company pays a fee of $15,000, to be shared pro rata by the
Banks.
5. MISCELLANEOUS.
(a) Except as herein expressly amended, all terms, covenants and
provisions of the Credit Agreement are and shall remain in full force and effect
and all references therein to such Credit Agreement shall henceforth refer to
the Credit Agreement as amended by this Amendment. This Amendment shall be
deemed incorporated into, and a part of, the Credit Agreement.
(b) This Amendment shall be binding upon and inure to the benefit of
the parties hereto and thereto and their respective successors and assigns. No
third party beneficiaries are intended in connection with this Amendment.
-2-
(c) This Amendment shall be governed by and construed in accordance
with the law of the State of California.
(d) This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all such counterparts together
shall constitute but one and the same instrument. Each of the parties hereto
understands and agrees that this document (and any other document required
herein) may be delivered by any party thereto either in the form of an executed
original or an executed original sent by facsimile transmission to be followed
promptly by mailing of a hard copy original, and that receipt by the Agent of a
facsimile transmitted document purportedly bearing the signature of a Bank or
the Company shall bind such Bank or the Company, respectively, with the same
force and effect as the delivery of a hard copy original. Any failure by the
Agent to receive the hard copy executed original of such document shall not
diminish the binding effect of receipt of the facsimile transmitted executed
original of such document of the party whose hard copy page was not received by
the Agent.
(e) This Amendment, together with the Credit Agreement, contains the
entire and exclusive agreement of the parties hereto with reference to the
matters discussed herein and therein. This Amendment supersedes all prior
drafts and communications with respect thereto. This Amendment may not be
amended except in accordance with the provisions of Section 11.1 of the Credit
Agreement.
(f) If any term or provision of this Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision shall be
invalidated without affecting the remaining provisions of this Amendment or the
Credit Agreement, respectively.
(g) The Company covenants to pay to or reimburse the Agent and the
Banks, upon demand, for all costs and expenses (including allocated costs of in-
house counsel) incurred in connection with the development, preparation,
negotiation, execution and delivery of this Amendment, including without
limitation appraisal, audit, search and filing fees incurred in connection
therewith.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Waiver and Amendment as of the date first above written.
COMPANY: ABM INDUSTRIES INCORPORATED
By: /s/ DAVID H. HEBBLE
-----------------------------
Title: Vice President & CFO
--------------------------
By: /s/ DOUGLAS B. BOWLUS
-----------------------------
Title: Treasurer
--------------------------
-3-
AGENT: BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as
Agent
By: /s/ CHRISTINE CORTI
-----------------------------
Title: Vice President
--------------------------
ISSUING BANK: BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as
Issuing Bank
By: /s/ HAGOP BOULDIKIAN
-----------------------------
Title: Vice President
--------------------------
BANKS: BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as a
Bank
By: /s/ HAGOP BOULDIKIAN
-----------------------------
Title: Vice President
--------------------------
NATIONSBANK OF TEXAS, N.A.,
as a Bank
By: /s/ SCOTT LARUE
-----------------------------
Title: Senior Vice President
--------------------------
UNITED STATES NATIONAL BANK
OF OREGON, as a Bank
By: /s/ JONATHAN A. HORTON
-----------------------------
Title: Assistant Vice President
--------------------------
SEATTLE-FIRST NATIONAL BANK,
as a Bank
By: /s/ THOMAS W. ESSIG
-----------------------------
Title: Assistant Vice President
--------------------------
-4-