EXHIBIT 3.1
FIRST AMENDMENT TO AMENDED AND RESTATED
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FINANCING AND SECURITY AGREEMENT
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THIS FIRST AMENDMENT TO AMENDED AND RESTATED FINANCING AND SECURITY
AGREEMENT (this "Agreement") is made as of the 9th day of June, 1999, by and
among COYNE INTERNATIONAL ENTERPRISES CORP., a corporation organized and
existing under the laws of the State of New York ("Coyne"), BLUE RIDGE TEXTILE
MANUFACTURING, INC., a corporation organized under the laws of the State of
Georgia ("Blue Ridge"), OHIO GARMENT RENTAL, INC., a corporation organized under
the laws of the State of Ohio ("Ohio Garment"), MIDWAY-CTS BUFFALO, LTD., a
corporation organized under the laws of the State of New York ("Midway"), and
CLEAN TOWEL SERVICE, INC., a corporation organized under the laws of the State
of Georgia ("Clean Towel") (Coyne, Blue Ridge, Ohio Garment, Midway and Clean
Towel are referred to individually herein as a "Borrower and collectively as the
"Borrowers"), and NATIONSBANK, N.A., a national banking association
("NationsBank"), LASALLE BUSINESS CREDIT, INC., a corporation organized under
the laws of the State of Delaware ("LaSalle"), and PNC BANK, NATIONAL
ASSOCIATION, a national banking association ("PNC") (NationsBank, LaSalle and
PNC are referred to individually as a "Lender" and collectively as the
"Lenders"), and NATIONSBANK, N.A., a national banking association, as collateral
and administrative agent for the Lenders (the "Agent").
RECITALS
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A. The Borrowers, the Lenders and the Agent are parties to an Amended and
Restated Financing and Security Agreement dated June 26, 1998 (as amended,
restated, modified, substituted, extended, and renewed from time to time, the
"Financing Agreement").
B. The Financing Agreement provides for some of the agreements between
the Borrowers, the Lenders and the Agent with respect to the "Loans" (as defined
in the Financing Agreement), including revolving credit facility in an amount
not to exceed $25,000,000, including a letter of credit facility in the amount
of $3,000,000, an acquisition facility in an amount not to exceed $10,000,000
and a capital expenditure facility in an amount not to exceed $20,000,000.
C. The Borrowers have requested that the Lenders and Agent modify certain
financial covenants set forth in the Financing Agreement.
D. The Lenders and Agent are willing to agree to the Borrowers' request
on the condition, among others, that this Agreement be executed.
AGREEMENTS
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NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, receipt of which is hereby acknowledged, the Borrowers,
the Lenders and the Agent agree as follows:
1. The Borrowers, the Lenders and the Agent agree that the Recitals above
are a part of this Agreement. Unless otherwise expressly defined in this
Agreement, terms defined in the Financing Agreement shall have the same meaning
under this Agreement.
2. The Borrowers represent and warrant to the Lender as follows:
(a) Each Borrower is a corporation duly organized, and validly
existing and in good standing under the laws of the state in which it was
organized and is duly qualified to do business as a foreign corporation in good
standing in every other state wherein the conduct of its business or the
ownership of its property requires such qualification.
(b) Each Borrower has the power and authority to execute and deliver
this Agreement and perform its obligations hereunder and has taken all necessary
and appropriate corporate action to authorize the execution, delivery and
performance of this Agreement.
(c) The Financing Agreement, as amended by this Agreement, and each
of the other Financing Documents remains in full force and effect, and each
constitutes the valid and legally binding obligation of each Borrower,
enforceable in accordance with its terms.
(d) All of the Borrowers' representations and warranties contained in
the Financing Agreement and the other Financing Documents are true and correct
on and as of the date of the Borrowers' execution of this Agreement.
(e) No Event of Default and no event which, with notice, lapse of
time or both would constitute an Event of Default, has occurred and is
continuing under the Financing Agreement or the other Financing Documents which
has not been waived in writing by the Lender.
3. Section 6.1.17 of the Financing Agreement is hereby deleted in its
entirety and the following is substituted in its place:
6.1.17 Leverage Ratio.
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The Borrowers will maintain, tested as of the last day of each of the
Borrowers' fiscal quarters for the four (4) quarter period ending on such
date, a ratio of Funded Debt to EBITDA so that it is not more than the
following:
Quarters Ratio
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October 31, 1998 through and including 6.25 to 1.0
July 31, 2000
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October 31, 2000 through and including 6.00 to 1.0
July 31, 2001
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October 31, 2001 through and including 5.80 to 1.0
July 31, 2002
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October 31, 2002 through and including 5.50 to 1.0
July 31, 2003
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October 31, 2003 and thereafter (applicable 5.25 to 1.0
if the Revolving Credit Termination Date
has not sooner occurred)
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4. Section 6.1.18 of the Financing Agreement is hereby deleted in its
entirety and the following is substituted in its place:
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6.1.18 Capital Expenditures.
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The Borrowers will not, and will not permit any Subsidiary to,
directly or indirectly (by way of the acquisition of the securities of a
Person or otherwise), make any Capital Expenditures in the aggregate for
the Borrowers and their Subsidiaries (taken as a whole) exceeding the
following in the applicable fiscal quarters in each of the following fiscal
years for the year to date:
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Fiscal Year Capital Expenditures
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1999 $8,000,000
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2000 $5,000,000
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2001 $5,500,000
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2002 and any applicable $5,750,000
time thereafter
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5. Each Borrower hereby issues, ratifies and confirms the
representations, warranties and covenants contained in the Financing Agreement,
as amended hereby. Each Borrower agrees that this Agreement is not intended to
and shall not cause a novation with respect to any or all of the Obligations.
6. Each Borrower acknowledges and warrants that the Lenders and Agent
have acted in good faith and have conducted in a commercially reasonable manner
their relationships with the Borrowers in connection with this Agreement and
generally in connection with the Financing Agreement and the Obligations, each
Borrower hereby waiving and releasing any claims to the contrary.
7. The Borrowers shall pay at the time this Agreement is executed and
delivered all fees, commissions, costs, charges, taxes and other expenses
incurred by the Agent and its counsel in connection with this Agreement,
including, but not limited to, reasonable fees and expenses of the Agent's
counsel and all recording fees, taxes and charges.
8. This Agreement may be executed in any number of duplicate originals or
counterparts, each of such duplicate originals or counterparts shall be deemed
to be an original and taken together shall constitute but one and the same
instrument. The parties agree that their respective signatures may be delivered
by facsimile. Any party which chooses to deliver its signature by facsimile
agrees to provide a counterpart of this Agreement with its inked signature
promptly to each other party.
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IN WITNESS WHEREOF, the Borrowers, the Lenders and the Agent have executed
this Agreement under seal as of the date and year first written above.
ATTEST: COYNE INTERNATIONAL ENTERPRISES CORP.
BLUE RIDGE TEXTILE MANUFACTURING, INC.
OHIO GARMENT RENTAL, INC.
MIDWAY-CTS BUFFALO, LTD.
CLEAN TOWEL SERVICE, INC.
_____________________________ By:__________________________(SEAL)
Name:
Title:
WITNESS: NATIONSBANK, N.A., in its capacity as a
Lender
_____________________________ By:__________________________(SEAL)
Name: Gary W. Bartlett
Title: Vice President
WITNESS: PNC BANK, NATIONAL ASSOCIATION
_____________________________ By:__________________________(SEAL)
Name:
Title:
WITNESS: LASALLE BUSINESS CREDIT, INC.
_____________________________ By:__________________________(SEAL)
Name:
Title:
WITNESS: NATIONSBANK, N.A., in its capacity as Agent
_____________________________ By:__________________________(SEAL)
Name: Gary W. Bartlett
Title: Vice President
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