EXHIBIT 4.10
JOHNSON WORLDWIDE ASSOCIATES, INC.
222 Main Street
Racine, Wisconsin 53403
AMENDMENT NO. 2
As of August 29, 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
M&I Marshall & Ilsley Bank
770 North Water Street
Milwaukee, Wisconsin 53202
NBD Bank, N.A.
611 Woodward Avenue
Detroit, Michigan 48226
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 Loan Agreement dated
as of April 2, 1993 (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 "Maturity Date". The definition of
"Maturity Date" in Section 1.01 of the Credit Agreement is amended by
deleting "August 29, 1994 or such date to which the Maturity Date may be
extended pursuant to Section 2.13 of the Agreement" therefrom and
inserting in its place the following: "August 28, 1995 or such date to
which the Maturity Date may be extended pursuant to Section 2.13 of this
Agreement."
3. Fees. Section 2.12(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 August 28, 1994 and 1/8 of 1% per
annum thereafter. For purposes of this Section 2.12(a), Absolute
Rate Loans shall not be deemed usage of the Commitment of each Bank.
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 March 31, 1993 and on the Maturity 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 foregoing 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
M&I MARSHALL & ILSLEY BANK
By: /s/ Thomas P. Mahoney
Title: Vice President
NBD BANK, N.A.
By: /s/ Thomas H. Gordy
Title: Second Vice President