EXHIBIT 10(i)A(1)

EX-10 2 ex10ia1.htm EXHIBIT 10(I)A(1) 3RD AMEND TO CREDIT AGREEMENT EXHIBIT 10(i)A(1)

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Exhibit 10(i)A(1)

THIRD AMENDMENT TO 364 DAY CREDIT AGREEMENT

THIS THIRD AMENDMENT TO 364 DAY CREDIT AGREEMENT (this "Third Amendment")
is dated as of June 27, 2001 among NATIONAL SERVICE INDUSTRIES, INC. (the
"Parent"), NSI LEASING, INC., and NSI ENTERPRISES, INC. (collectively, with the
Parent, the "Borrowers "), the BANKS parties hereto, BANK ONE, NA (as successor
to The First National Bank of Chicago), as Administrative Agent (the
"Administrative Agent"), WACHOVIA BANK, N.A., as Syndication Agent (the
"Syndication Agent"), and SUNTRUST BANK (formerly SunTrust Bank, Atlanta) as
Documentation Agent (the "Documentation Agent") (the Administrative Agent,
Syndication Agent and the Documentation Agent are collectively referred to as
the "Agents").

W I T N E S S E T H :
- - - - - - - - - -

WHEREAS, the Borrowers, the Agents and the Banks parties thereto executed
and delivered that certain Credit Agreement dated as of July 15, 1999, as
amended by First Amendment to Credit Agreement dated as of July 14, 2000, and as
further amendment by Second Amendment to Credit Agreement dated as of April 18,
2001 (as so amended, the "364 Day Credit Agreement");

WHEREAS, each of ABN Amro, N.V. ("ABN"), Commerzbank AG, New York Branch
("Commerzbank") and Morgan Guaranty Trust Company of New York ("Morgan")
collectively, has elected not to extended the Termination Date pursuant to
Section 2.05(b) of the 364 Day Credit Agreement and is therefore deemed a
Terminating Bank under the 364 Day Credit Agreement whose Commitment shall
terminate as of the date hereof; and

WHEREAS, the Banks other than the Resigning Banks (the "Remaining Banks")
desire to appoint Bank One, NA as the Administrative Agent, Wachovia Bank, N.A.
as Syndication Agent and SunTrust Bank as Documentation Agent, and the
Borrowers, the Agents and the Remaining Banks have agreed to certain amendments
to the 364 Day Credit Agreement, as set forth herein and subject to the terms
and conditions hereof;

NOW, THEREFORE, for and in consideration of the above premises and other
good and valuable consideration, the receipt and sufficiency of which hereby is
acknowledged by the parties hereto, the Borrowers, the Administrative Agent and
the Banks hereby covenant and agree as follows:

1. Definitions. Unless otherwise specifically defined herein, each term used
herein which is defined in the 364 Day Credit Agreement shall have the
meaning assigned to such term in the 364 Day Credit Agreement. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other
similar reference contained in the 364 Day Credit Agreement shall from and
after the date hereof refer to the 364 Day Credit Agreement as amended
hereby.

2. Resignation of Commerzbank and ABN as Co-Agents and Wachovia as
Co-Arranger; Appointment of Bank One, NA as Administrative
Agent, Wachovia Bank as Syndication Agent and SunTrust Bank as
Documentation Agent. Each of Commerzbank and ABN hereby submits its
resignation as Co-Agent, (ii) Wachovia Bank hereby submits its resignation
as Co-Arranger;

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Exhibit 10(i)A(1)

(iii) the Remaining Banks hereby appoint Bank One, NA as Administrative
Agent, Wachovia Bank as Syndication Agent and SunTrust Bank as
Documentation Agent, (iv) Bank One, NA accepts such appointment as
Administrative Agent, Wachovia Bank accepts such appointment as Syndication
Agent and SunTrust Bank accepts such appointment as Documentation Agent and
(v) the Borrowers consent to such appointments of Bank One, NA as
Administrative Agent, Wachovia Bank as Syndication Agent and SunTrust Bank
as Documentation Agent.

3. Withdrawal of Commerzbank, ABN and Morgan as Banks; Amendment to Commitment
Amounts.

(a) Each of Commerzbank, ABN and Morgan hereby withdraws as a Bank, its
Commitment is terminated entirely, and it shall have no further obligation under
the 364 Day Credit Agreement or the other Loan Documents; provided, that as soon
as reasonably practical, each of Commerzbank, ABN and Morgan shall submit its
respective Notes to the Borrowers for cancellation.

(b) The signature pages of the 364 Day Credit Agreement hereby are amended
to provide that the following Remaining Banks have the following Commitments:

Commitments Bank
----------- ----

$65,000,000 Bank One, NA

$60,000,000 Wachovia Bank, N.A.

$40,000,000 SunTrust Bank

$35,000,000 Mellon Bank, N.A.

$25,000,000 Bank of America, N.A.

$25,000,000 The Bank of New York
-------------

Total Commitments: $250,000,000

(c) Hereinafter, for all purposes under the 364 Credit Agreement, the term
"Banks" shall refer to the Remaining Banks. The amendments to the 364 Day Credit
Agreement set below are agreed to by the Borrowers, the Agents and the Remaining
Banks.

4. Amendment to Section 1.01. Section 1.01 of the Credit Agreement hereby is
amended by deleting the definitions of "Administrative Agent,"
"Administrative Agent's Letter Agreement," "Prime Rate," "Syndication
Agent's Letter Agreement," "Termination Date," by amending and restating
each of the following definitions previously contained therein and by
adding thereto the following definitions which have not previously been
contained therein.

"Administrative Agent's Letter Agreement" means that certain letter
agreement, dated as of June 4, 2001, among the Borrowers, the
Administrative Agent and the Lead Arranger, relating to certain fees from
time to time payable by the Borrowers to the Administrative Agent and the
Lead Arranger, together with all amendments and supplements thereto.

"Documentation Agent" means SunTrust Bank.

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Exhibit 10(i)A(1)

"Prime Rate" refers to that interest rate so denominated and set by
Bank One, NA from time to time as an interest rate basis for borrowings.
The Prime Rate is but one of several interest rate bases used by Bank One,
NA. Bank One, NA lends at interest rates above and below the Prime Rate.

"Termination Date" means the earlier of (i) June 26, 2002, or such
later date to which it is extended by the Banks pursuant to Section
2.05(b), in their sole and absolute discretion, (ii) the date the
Commitments are terminated pursuant to Section 6.01 following the
occurrence of an Event of Default, or (iii) the date the Borrowers
terminate the Commitments entirely pursuant to Section 2.08.

5. Global Amendments. (a) Wherever in the 364 Day Credit Agreement or any
Exhibits to the 364 Credit Agreement or in any Loan Documents (including,
without limitation, the Notes and the Compliance Certificates) (i) there is
a reference to the Administrative Agent, such reference shall be changed
and shall be deemed to refer to Bank One, NA as Administrative Agent,
rather than to Wachovia Bank, N.A., and (ii) there is set forth an address
for the Administrative Agent, such address shall be changed and shall be
deemed to refer to Bank One, NA's address at: -

Bank One, NA
One Bank One Plaza
Suite IL1-0429, 8th Floor
Chicago, Illinois 60670
Attention: Matthew Bittner
Telecopier number: (312) 732-6894
Confirmation number: (312) 732-6726

(b) Wherever in the 364 Day Credit Agreement or any Exhibits to the
364 Credit Agreement or in any Loan Documents (including, without
limitation, the Notes and the Compliance Certificates) (i) there is a
reference to the Syndication Agent, such reference shall be changed and
shall be deemed to refer to Wachovia Bank, N.A. as Syndication Agent,
rather than to Bank One, NA, and (ii) there is set forth an address for the
Syndication Agent, such address shall be changed and shall be deemed to
refer to Wachovia Bank, N.A.'s address at:

Wachovia Bank, N.A.
191 Peachtree Street, N.E.
29th Floor
Atlanta, Georgia 30303
Attention: Karin Reel
Telecopier number: (404) 332-4058
Confirmation number: (404) 332-5187

6. Amendment to Section 2.03(c)(i). Section 2.03(c)(i) of the 364 Day Credit
Agreement hereby is deleted and the following is substituted therefor:

(c) (i) Each Bank may, but shall have no obligation to, submit a
response containing an offer to make a Money Market Loan substantially in
the form of Exhibit J hereto (a "Money Market Quote") in response to any
Money Market Quote Request; provided that, if the Borrower's request under
Section 2.03(b) specified more than 1 Stated Maturity Date, such Bank may,
but shall have no obligation to,

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Exhibit 10(i)A(1)

make a single submission containing a separate offer for each such Stated
Maturity Date and each such separate offer shall be deemed to be a separate
Money Market Quote. Each Money Market Quote must be submitted to the
Administrative Agent not later than 10:00 A.M. (Atlanta, Georgia time) on
the Money Market Borrowing Date; provided that any Money Market Quote
submitted by Bank One, NA may be submitted, and may only be submitted, if
Bank One, NA notifies the Borrower of the terms of the offer contained
therein not later than 9:45 A.M. (Atlanta, Georgia time) on the Money
Market Borrowing Date (or 15 minutes prior to the time that the other Banks
are required to have submitted their respective Money Market Quotes).
Subject to Section 6.01, any Money Market Quote so made shall be
irrevocable except with the written consent of the Administrative Agent
given on the instructions of the Borrower.

7. Amendment to Section 2.03(f). Section 2.03(f) of the 364 Day Credit
Agreement hereby is deleted and the following is substituted therefor:

(f) Any Bank whose offer to make any Money Market Loan has been accepted
shall, not later than 1:00 P.M. (Atlanta, Georgia time) on the Money Market
Borrowing Date, make the amount of such Money Market Loan allocated to it
available to the Administrative Agent at its address referred to in Section
9.01 in immediately available funds. The amount so received by the
Administrative Agent shall, subject to the terms and conditions of this
Agreement, be made available to the Borrower on such date by depositing the
same, in immediately available funds, not later than 4:00 P.M. (Atlanta,
Georgia time), in an account of such Borrower maintained with Bank One, NA.

8. Amendment to Section 7.04. Section 7.04 of the 364 Day Credit Agreement
hereby is deleted and the following is substituted therefor:

SECTION 7.04. Rights of Administrative Agent as a Bank and its
Affiliates. With respect to the Loans made by the Administrative Agent
and any Affiliate of the Administrative Agent, the Administrative
Agent in its capacity as a Bank hereunder and any Affiliate of the
Administrative Agent or such Affiliate, Bank One, NA in its capacity
as a Bank hereunder shall have the same rights and powers hereunder as
any other Bank and may exercise the same as though it were not acting
as the Administrative Agent, and the term "Bank" or "Banks" shall,
unless the context otherwise indicates, include Bank One, NA in its
individual capacity and any Affiliate of the Administrative Agent in
its individual capacity. The Administrative Agent and any Affiliate of
the Administrative Agent may (without having to account therefor to
any Bank) accept deposits from, lend money to and generally engage in
any kind of banking, trust or other business with any of the Borrowers
(and any of the Borrowers' Affiliates) as if the Bank were not acting
as the Administrative Agent, and the Administrative Agent and any
Affiliate of the Administrative Agent may accept fees and other
consideration from the Borrowers (in addition to any agency fees and
arrangement fees heretofore agreed to between the Borrowers and the
Administrative Agent) for services in connection with this Agreement
or any other Loan Document or otherwise without having to account for
the same to the Banks.

9. Amendment to Section 9.03. Section 9.03 of the 364 Day Credit Agreement
hereby is deleted and the following is substituted therefor:

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Exhibit 10(i)A(1)

SECTION 9.03. Expenses; Documentary Taxes. The Borrowers shall
pay (i) all reasonable out-of-pocket expenses of the Administrative
Agent, the Syndication Agent, the Documentation Agent, Banc One
Capital Markets, Inc., as Lead Arranger, including reasonable actual
fees and disbursements of special counsel for the Banks, the
Administrative Agent, the Syndication Agent, the Documentation Agent,
Banc One Capital Markets, Inc., as Lead Arranger, in connection with
the preparation of this Agreement and the other Loan Documents, any
waiver or consent hereunder or thereunder or any amendment hereof or
thereof or any Default or alleged Default hereunder or thereunder and
(ii) if a Default occurs, all reasonable out-of-pocket expenses
incurred by the Administrative Agent and the Banks, including
reasonable actual fees and disbursements of counsel (including
allocated costs of in-house counsel), in connection with such Default
and collection and other enforcement proceedings resulting therefrom,
including reasonable out-of-pocket expenses incurred in enforcing this
Agreement and the other Loan Documents. The Borrowers shall indemnify
the Administrative Agent and each Bank against any transfer taxes,
documentary taxes, and other similar taxes, assessments or charges
made by any Authority by reason of the execution and delivery of this
Agreement or the other Loan Documents.

10. Amendment to Schedule 4.08. Schedule 4.08 to the 364 Day Credit Agreement
hereby is deleted and Schedule 4.08 attached hereto is substituted
therefor.

11. Restatement of Representations and Warranties. The Borrowers hereby restate
and renew each and every representation and warranty heretofore made by
each of them in the 364 Day Credit Agreement and the other Loan Documents
as fully as if made on the date hereof and with specific reference to this
Third Amendment and all other loan documents executed and/or delivered in
connection herewith.

12. Effect of Third Amendment. Except as set forth expressly hereinabove, all
terms of the 364 Day Credit Agreement and the other Loan Documents shall be
and remain in full force and effect, and shall constitute the legal, valid,
binding and enforceable obligations of the Borrowers.

13. Ratification. The Borrowers hereby restate, ratify and reaffirm each and
every term, covenant and condition set forth in the 364 Day Credit
Agreement and the other Loan Documents effective as of the date hereof.

14. Counterparts. This Third Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts and
transmitted by facsimile to the other parties, each of which when so
executed and delivered by facsimile shall be deemed to be an original and
all of which counterparts, taken together, shall constitute but one and the
same instrument.

15. Section References. Section titles and references used in this Third
Amendment shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreements among the parties hereto
evidenced hereby.

16. No Default. To induce the Agents and the Remaining Banks to enter into this
Third Amendment and to continue to make advances pursuant to the 364 Day
Credit Agreement, each Borrower hereby acknowledges and agrees that, as of
the date hereof, and after giving effect to the terms hereof, there exists
(i) no Default or Event of Default and (ii) no right of offset,

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Exhibit 10(i)A(1)

defense, counterclaim, claim or objection in favor of the Borrowers arising
out of or with respect to any of the Loans or other obligations of the
Borrowers owed to the Agents or the Remaining Banks under the 364 Day
Credit Agreement.

17. Further Assurances. Each Borrower agrees to take such further actions as
the Administrative Agent shall reasonably request in connection herewith to
evidence the amendments herein contained.

18. Governing Law. This Third Amendment shall be governed by and construed and
interpreted in accordance with, the laws of the State of Georgia.

19. Conditions Precedent. This Third Amendment shall become effective only
upon: (i) execution and delivery (which may be by facsimile) of this Third
Amendment by the Borrowers, the Agents and the Remaining Banks; (ii)
receipt by the Remaining Banks from each Borrower of a replacement
Syndicated Loan Note in favor of each Remaining Bank, each in substantially
the form attached to the Credit Agreement as Exhibit A-1, and each
reflecting the respective increased amounts of the Commitments; (iii)
payment to the Administrative Agent, for the ratable account of the
Remaining Banks, of an up-front fee in an amount equal to 0.03% of the
aggregate Commitments, (iv) payment to the Administrative Agent, for its
account, the initial fees of the Administrative Agent and the fees and
expenses of special counsel to the Administrative Agent in connection with
the negotiation and preparation of this Third Amendment, and (v) the
execution and delivery of the Consent and Reaffirmation of Guarantor at the
end hereof by the Parent.

[SIGNATURES CONTAINED ON NEXT PAGE]

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Exhibit 10(i)A(1)

IN WITNESS WHEREOF, the Borrowers, the Agents and each of the Remaining
Banks has caused this Third Amendment to be duly executed, under seal, by its
duly authorized officer as of the day and year first above written.

NATIONAL SERVICE INDUSTRIES, INC. NSI LEASING, INC.

By: (SEAL) By: (SEAL)
---------------------------------------------- ---------------------------------------------
Name: Brock Hattox Name: Brock Hattox
Title: Executive Vice President & CFO Title: Executive Vice President & CFO

NSI ENTERPRISES, INC. BANK ONE, NA (as successor to The First National Bank
of Chicago), as Administrative Agent and as a Bank

By: (SEAL)
----------------------------------------------
Name: Brock Hattox By: (SEAL)
Title: Executive Vice President & CFO ---------------------------------------------
Name:
Title:

WACHOVIA BANK, N.A., as Syndication SUNTRUST BANK (formerly Sun
Agent and as a Bank Trust Bank, Atlanta),
as Documentation Agent and as a Bank

By: (SEAL) By: (SEAL)
---------------------------------------------- ---------------------------------------------
Name: Name:
Title: Title:

By:
---------------------------------------------
Name:
Title:

THE BANK OF NEW YORK, MELLON BANK, N.A.,
as a Bank as a Bank

By: (SEAL) By: (SEAL)
---------------------------------------------- ---------------------------------------------
Name: Name:
Title: Title:

BANK OF AMERICA, N.A.
as a Bank

By: (SEAL)
----------------------------------------------
Name:
Title:

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Exhibit 10(i)A(1)

CONSENT, REAFFIRMATION AND AGREEMENT OF GUARANTOR

The undersigned (i) acknowledges receipt of the foregoing Third Amendment
To 364 Day Credit Agreement (the "Third Amendment"), (ii) consents to the
execution and delivery of the Third Amendment by the parties thereto, and (iii)
reaffirms all of its obligations and covenants under the Guaranty Agreement
dated as of July 15, 1999 executed by it, and agrees that none of such
obligations and covenants shall be affected by the execution and delivery of the
Third Amendment.

NATIONAL SERVICE INDUSTRIES, INC.

By: (SEAL)
----------------------------------------------
Name: Brock Hattox
Title: Executive Vice President & CFO

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Exhibit 10(i)A(1)

Schedule 4.08
-------------

SUBSIDIARIES
(DOMESTIC & FOREIGN)

Name Date State/Country Tax ID
------- ------------------------------------------- ---------------------- --------------------- --------------------
1. The Austphane Trust August 3, 1995 Australia
2. C&G Carandini S.A. Spain
3. Castlight de Mexico, S.A. de C.V. Mexico
4. Graham International B.V. August 14, 1979 The Netherlands VAT-NL008871280B02;
COC-24131864
5. Holophane Alumbrado Iberica SRL Spain
6. Holophane Australia Corp. Pty. Ltd. Australia
7. Holophane Canada, Inc. June 20, 1989 Canada
8. Holophane Europe Ltd. March 29, 1989 United Kingdom 3702370015907
9. Holophane Holdings Company December 9, 1998 Ohio 31-1627476
10. Holophane Lichttechnik G.m.b.H. January 5, 1996 Germany HRB 32909
11. Holophane Lighting Ltd. (Inactive) United Kingdom
12. Holophane Market Development Corp. November 12, 1998 Cayman Islands
13. Holophane S.A. de C.V. Mexico
14. HSA Acquisition Corporation May 29, 1998 Ohio 31-1600314
15. ID Limited March 11, 1980 Isle of Man
16. KEM Europe B.V. October 13, 1986 The Netherlands VAT-NL008871280B05;
COC-20052512
17. KEPLIME B.V. April 23, 1987 The Netherlands VAT-0071163502B;
COC-24164785
18. KEPLIME Ltd. (Inactive) May 9, 1977 United Kingdom 1313202
19. Lithonia Lighting de Mexico S.A. de C.V. October 20, 1994 Mexico LLM9410208W4
20. Lithonia Lighting do Brasil Ltda March 23, 1999 Brazil
21. Lithonia Lighting Servicios S.A. de C.V. October 20, 1994 Mexico NIM941020A90
22. Luxfab Limited February 28, 1989 United Kingdom 3704370016439
23. National Service Industries Canada L.P. Canada
24. National Service Industries, Inc. (DE) August 20, 1928 Delaware 58-0364900
25. National Service Industries, Inc. (GA) March 27, 1996 Georgia 58-2227507
26. National Service Industries, Inc. Chili July 19, 2000 Chili
Ltda
27. NSI Enterprises, Inc. September 25, 1992 California 77-0319365
28. NSI Export Ltd. August 26, 1998 Barbados Co. # 15825
29. NSI Funding, Inc. April 24, 2001 Delaware 58-2616706

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Exhibit 10(i)A(1)

Name Date State/Country Tax ID
------- ------------------------------------------- ---------------------- --------------------- --------------------
30. NSI Holdings, Inc. January 1, 1990 Quebec
31. NSI Insurance Ltd. February 14, 1990 Bermuda 98-0230326
32. NSI International Pty. Ltd. (sold 5/31/01) June 17, 1998 Australia
33. NSI Leasing, Inc. October 26, 1994 Delaware 58-2136874
34. NSI Ventures, Inc. (Inactive) Delaware 58-2227629
35. Productos Lithonia Lighting de Mexico, October 20, 1994 Mexico
S.A. de C.V.
36. Produits de Maintenance et de Proprete France
Industrielle (PMPI)
37. Selig Company of Puerto Rico, Inc. January 31, 1964 Puerto Rico 66-0256538
38. Unique Lighting Solutions Pty. Ltd. March 8, 1995 Australia 2843456
39. ZEP Belgium S.A. September 27, 1992 Belgium
40. ZEP Europe B.V. August 26, 1992 The Netherlands
41. ZEP France SARL France
42. ZEP Industries B.V. November 18, 1995 The Netherlands
43. ZEP Industries S.A. December 16, 1975 Switzerland
44. ZEP Industries SAS France
45. ZEP International Pty. Ltd. (sold 5/31/01) June 17, 1998 Australia
46. ZEP Italia S.R.L. September 19, 1992 Italy
47. ZEP KEM Italia S.R.L. September 19, 1992 Italy
48. ZEP Manufacturing B.V. October 13, 1986 The Netherlands