EXHIBIT 4.9
JOHNSON WORLDWIDE ASSOCIATES, INC.
1326 Willow Road
Sturtevant, Wisconsin 53177
AMENDMENT NO. 2
As of September 30, 1994
The First National Bank of Chicago
One First National Plaza, Suite 0324
Chicago, Illinois 60670-0324
Firstar Bank Milwaukee, N.A.
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Societe Generale
118 West Madison Street, Suite 3400
Chicago, IL 60602
Ladies and Gentlemen:
Johnson Worldwide Associates, Inc., a Wisconsin corporation (the
"Company"), hereby agrees with you as follows:
1. Definitions. Reference is made to the Revolving and Term Loan
Agreement dated as of October 2, 1991 (the "Credit Agreement") between the
Company and each of you. Terms defined in the Credit Agreement as
supplemented and amended hereby and not otherwise defined herein are used
herein with the meanings so defined.
2. Amendment of Definition of "Revolving Commitment Expiration Date".
The definition of "Revolving Commitment Expiration Date" in Section 1.01
of the Credit Agreement is amended by deleting the paragraph in its
entirety and substituting the following: "shall mean September 29, 1995".
3. Fees. Section 2.15(a) is hereby amended by deleting the paragraph and
substituting the following:
"The Company agrees to pay to the Agent for distribution to the Banks
a commitment fee (the "Commitment Fee") on the average daily unused
portion of the Aggregate Commitment, at the rate of 3/16 of 1% from
the date hereof to and including October 1, 1994 and 1/8 of 1% per
annum thereafter. The Commitment Fee shall be computed on the basis
of the actual number of days elapsed and a year of 365/366 days, shall
accrue from the Effective Date and shall be payable quarterly, in
arrears on each March 31, June 30, September 30, and December 31,
thereafter, commencing December 31, 1991 and ending on the Revolving
Commitment Expiration Date."
4. Representations and Warranties. The Company hereby represents and
warrants that:
4.1. Corporate Authority. The Company has all necessary corporate
power and has taken all corporate action necessary to make this
Amendment the valid and enforceable obligation it purports to be.
4.2. No Legal Obstacle to Amendment. The execution and delivery of
this Amendment will not constitute or result in (i) a breach of
the provisions of the charter or by-laws of the Company or any
material contract to which it is a party or by which it is bound
or any presently existing applicable law, judgment, decree or
governmental order, rule or regulation applicable to it, or (ii)
the creation under any agreement of any lien, charge or
encumbrance upon any of the assets of the Company.
4.3. No Governmental or Other Approvals. No consent, approval,
authorization of, or declaration or filing with, any governmental
authority on the part of the Company is required for the valid
execution and delivery of this Amendment.
5. Miscellaneous. The Credit Agreement as supplemented and amended
hereby is confirmed in full force and effect. The invalidity or
unenforceability of any term or provision hereof shall not affect the
validity or enforceability of any other term or provision hereof. The
headings of this Amendment are for convenience of reference only and shall
not alter or otherwise affect the meaning hereof. This Amendment may be
executed in any number of counterparts which together shall be governed by
and construed in accordance with the laws of the State of Illinois and any
applicable federal law and shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns.
If the forgoing corresponds with your understanding of our agreement,
kindly sign this letter and the accompanying copies thereof in the
appropriate space below and return the same to the Company. This
Amendment No. 2 shall be effective as of the date first above written upon
receipt by the Agent of executed copies of this Amendment No. 2 signed by
the Company and each Bank.
Very truly yours,
JOHNSON WORLDWIDE ASSOCIATES, INC.
By: /s/ Carl G. Schmidt
Title: Vice President & Chief
Financial Officer
The foregoing is hereby accepted and agreed to:
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Deborah E. Stevens
Title: Vice President
FIRSTAR BANK MILWAUKEE, N.A.
By: /s/ F.R. Dengel
Title: Vice President
SOCIETE GENERALE
By: /s/ Joseph A. Philbin
Title: Vice President