Exhibit
10.4
UNIFIRST CORPORATION AND
SUBSIDIARIES
Modification No. 3
Dated as of September 13,
2006
to
Amended and Restated Revolving Credit
Agreement
Dated as of June 14,
2004
This MODIFICATION NO. 3
(“Modification No. 3”), dated as of September 13, 2006
(the “Modification Effective Date”), to the Amended and
Restated Revolving Credit Agreement, dated as of June 14, 2004 (as
amended from time to time, the “Agreement”), is by and
among UNIFIRST CORPORATION, UNITECH SERVICES GROUP, INC., UNIFIRST
CANADA LTD., UNIFIRST HOLDINGS, L.P., UONE CORPORATION, UTWO
CORPORATION, RC AIR, LLC, UNIFIRST-FIRST AID CORPORATION,
(collectively, the “Borrowers”), BANK OF AMERICA, N.A.,
WACHOVIA BANK, NATIONAL ASSOCIATION, JPMORGAN CHASE BANK, N.A.,
SOVEREIGN BANK, BANKNORTH, N.A., HSBC BANK USA, NATIONAL
ASSOCIATION (collectively, the “Banks”), BANK OF
AMERICA, N.A., in the capacity of Administrative Agent for the
Banks (the “Administrative Agent”), JPMORGAN CHASE
BANK, N.A. in the capacity of Syndication Agent, HSBC BANK USA,
NATIONAL ASSOCIATION in the capacity of Documentation Agent,
WACHOVIA BANK, NATIONAL ASSOCIATION in the capacity of Managing
Agent, BANKNORTH, N.A. in the capacity of Managing Agent and BANC
OF AMERICA SECURITIES LLC, in the capacity of Arranger.
W I T N E S S E T H
:
WHEREAS, the Borrowers, the
Administrative Agent and the Banks have entered into the Agreement
pursuant to which the Banks have, on the terms and subject to the
conditions stated therein, made certain loans to the Borrowers as
contemplated thereby; and
WHEREAS, the Borrowers, the
Administrative Agent and the Banks desire to amend the Agreement on
the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of
the premises and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:
Section 1.
Definitions
All capitalized terms used herein
which are defined in the Agreement shall have the same meanings
herein as therein, except as otherwise specifically provided
herein.
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Section 2. Modification of the
Agreement
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(a)
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Section 1.1.28(a) is hereby amended and restated
to read as follows:
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“1.1.28(a)
‘EBITDA’ means, for any period the EBIT of the
Borrowers and their Subsidiaries for such period, plus
depreciation and amortization expense of the Borrowers and their
Subsidiaries for such period and any non-cash accretion expense
relating to SFAS 143 for such period. If during any period for
which EBITDA is being determined, any Borrower has acquired or
disposed of a Subsidiary or substantially all of the assets of a
Subsidiary, EBITDA for such period shall be determined to include
or exclude, as the case may be, the actual historical results of
such Subsidiary or such assets on a pro forma
basis.’”
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(b)
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Section 1.1.61 is hereby amended and restated to
read as follows:
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“1.1.61 ‘Revolving
Credit Loans’ means, collectively, the loans (including
Swingline Loans) up to a maximum aggregate principal amount of
$225,000,000 made or to be made to the Borrowers by the Banks
pursuant to this Agreement and subject to the limitations contained
herein. The joint and several obligations of the Borrowers to repay
the principal of the Revolving Credit Loans shall be evidenced by
the Revolving Credit Notes. The amount of the Revolving Credit
Loans may be decreased pursuant to Section 2.3 or increased
pursuant to Section 2.6.”
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(c)
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Section 1.1.62 is hereby amended and restated to
read as follows:
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“1.1.62 ‘Revolving
Credit Maturity Date’ means September 13, 2011, or such
earlier date as provided herein.”
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(d)
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Section 1.1.63 is hereby amended and restated to
read as follows:
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“1.1.63 ‘Revolving
Credit Maximum” means $225,000,000, as the same may be
increased pursuant to Section 2.6.”
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(e)
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Section 1.1.68(a) is hereby amended and restated
to read as follows:
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“1.1.68(a) ‘Senior
Notes” means the senior notes issued by UniFirst and the
other Borrowers pursuant to the Note Purchase Agreement in an
amount to be outstanding of $75,000,000 as of September 13, 2006,
and the additional senior notes to be issued as of September 14,
2006 by UniFirst and the other Borrowers in an amount of
$100,000,000, which shall rank pari passu with the
Revolving
Credit Loans and all other senior
unsecured Indebtedness of the Borrowers and any of their
Subsidiaries.”
(f) Section
2.2.2(i) is hereby amended by deleting therefrom the reference to
“$15,000,000” and by inserting in place thereof the
following: “$25,000,000”.
(g) Section
2.5.2 is hereby amended by deleting the table therefrom and
inserting the following in lieu thereof:
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Funded Debt Ratio
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Commitment Fee
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Greater than or equal to 2.50 to 1.00
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0.175%
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Less than 2.50 to 1.00 but equal to or greater
than 2.00 to 1.00
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0.125%
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Less than 2.00 to 1.00 but equal to or greater
than 1.00 to 1.00
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0.100%
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Less than 1.00 to 1.00
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0.090%
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(h) Section
2.5.9 is hereby amended by deleting the table therefrom and
inserting the following in lieu thereof:
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Funded Debt Ratio
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Applicable Eurodollar Rate
Margin
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Greater than or equal to 2.50 to 1.00
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0.750%
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Less than 2.50 to 1.00 but equal to or greater
than 2.00 to 1.00
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0.625%
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Less than 2.00 to 1.00 but equal to or greater
than 1.00 to 1.00
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0.500%
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Less than 1.00 to 1.00
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0.375%
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(i)
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A new Section 2.6 is hereby added to the
Agreement to read as follows:
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“2.6. Increase in Revolving
Credit Commitment .
2.6.1 Request for Increase .
Provided (i) there exists neither an Event of Default nor any
condition which would, with notice or the lapse of time, or both,
constitute an Event of Default, (ii) the Borrowers have delivered
to the Administrative Agent evidence that the increase contemplated
by this Section 2.6 has been duly authorized by all necessary
corporate action, and (iii) the Borrowers have delivered to the
Administrative Agent a legal opinion of in-house or special counsel
with respect to the due authorization of the increase contemplated
by this Section 2.6, then, upon notice to the Administrative Agent
(which shall promptly notify the Banks), the Borrowers may from
time to time request an increase in the Revolving Credit
Commitments by an amount not exceeding $100,000,000 in the
aggregate for all such requests. At the time of sending such
notice, the Borrowers (in consultation with the Administrative
Agent) shall specify the time period
within which each Bank is requested
to respond (which shall in no event be less than ten Business Days
from the date of delivery of such notice to the Banks).
2.6.2 Bank Elections to
Increase . Each Bank shall notify the Administrative Agent
within such time period whether or not it agrees to increase its
Revolving Credit Commitment and, if so, whether by an amount equal
to, greater than, or less than its Commitment Percentage of such
requested increase. Any Bank not responding within such time period
shall be deemed to have declined to increase its Revolving Credit
Commitment.
2.6.3 Notification by
Administrative Agent; Additional Banks . The Administrative
Agent shall notify the Borrowers and each Bank of the Banks’
responses to each request made hereunder. In the event that the
aggregate amount of the increases agreed to by the Banks (including
those Banks willing to agree to an increase in their Revolving
Credit Commitments in amounts greater than their Commitment
Percentages) is less than the amount of increase requested by the
Borrowers, then, to achieve the full amount of the requested
increase, additional financial institutions approved by the
Administrative Agent and the Borrowers may become Banks pursuant to
a joinder agreement in form and substance satisfactory to the
Administrative Agent and its counsel and by UniFirst and its
counsel on behalf of the Borrowers.
2.6.4 Effective Date and
Allocations . If the Revolving Credit Commitment is increased
in accordance with this Section 2.6, the Administrative Agent and
the Borrowers shall determine the effective date (the “
Increase Effective Date ”) and the final allocation of
such increase. The Administrative Agent shall promptly notify the
Borrowers and the Banks of the final allocation of such increase
and the Increase Effective Date.
2.6.5 Conditions to Effectiveness
of Increase . As a condition precedent to such increase, each
Borrower shall deliver to the Administrative Agent a certificate of
such Borrower, dated as of the Increase Effective Date (in
sufficient copies for each Bank), signed by the chief financial
officer or treasurer of such Borrower, (i) certifying and
attaching the resolutions adopted by such entity approving or
consenting to such increase, and (ii) certifying that, before and
after giving effect to such increase, (A) the representations and
warranties contained in Section 3 of the Agreement, and the
representations and warranties in each other Loan Document, are
true and correct on and as of the Increase Effective Date, except
to the extent that such representations and warranties specifically
refer to an earlier date, in which case they are true and correct
as of such earlier date, and (B) neither an Event of Default nor
any condition, which would, with notice or the lapse of time, or
both, constitute an Event of Default, exists.”
(j) Section
5.5(vii)(e) is hereby amended by deleting therefrom the reference
to “$10,000,000” and by inserting in place thereof the
following: “$20,000,000”, and such clause 5.5(vii)(e)
is hereby redesignated as 5.5(vii)(d).
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(k)
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Section 5.5(vii)(f) is hereby and restated to
read as follows:
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“(vii)(f) prior to any such
acquisition with respect to which the aggregate consideration
(including all assumed debt and equity issuances in connection
therewith and all indebtedness used to finance such acquisition)
exceeds $
