Exhibit 4.14
AMENDMENT NO. 8 TO CREDIT AGREEMENT
This Amendment No. 8 to Credit Agreement (this "Amendment") is entered
into as of March 18, 2003, by and among Midas, Inc. and Midas International
Corporation (collectively, the "Borrowers" and individually, a "Borrower"), the
Lenders, Bank One, NA, as administrative agent (the "Administrative Agent"), and
Credit Suisse First Boston, as co-agent (the "Co-Agent").
RECITALS
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A. The Borrowers, the lenders party thereto (the "Lenders"), the
Administrative Agent and the Co-Agent are party to that certain Credit Agreement
dated as of January 22, 1998 (as amended as of April 3, 1998, October 16, 1998,
February 8, 1999, November 9, 2001, October 15, 2002, November 12, 2002 and
January 21, 2003, the "Credit Agreement"). Unless otherwise specified herein,
capitalized terms used in this Amendment shall have the meanings ascribed to
them by the Credit Agreement.
B. The Borrowers have requested that the Administrative Agent, the
Co-Agent and the Lenders further amend the Credit Agreement.
C. The Administrative Agent, the Co-Agent and the Lenders are willing
to further amend the Credit Agreement on the terms and conditions set forth
below.
NOW, THEREFORE, in consideration of the mutual execution hereof and
other good and valuable consideration, the parties hereto agree as follows:
1. Amendment to Credit Agreement. Section 6.18.1 of the Credit
Agreement is hereby amended, effective as of December 28, 2002, by deleting it
in its entirety and substituting therefor the following:
"6.18.1. Minimum Net Worth. At all times after the date hereof,
maintain a minimum Net Worth at least equal to the sum of (a) 75% of Net
Worth as of the date on which substantially all of the transactions
comprising the Distribution have been consummated (after giving effect to
the consummation of the Closing Transactions and the Distribution) plus (b)
50% of positive Net Income, if any, for each Fiscal Quarter ending after
the Closing Date and on or prior to the date of determination, plus (c)
100% of the amount of Net Available Proceeds realized by Midas or any
Subsidiary from the issuance of equity securities after the Closing Date,
less (d) cash charges not in excess of $31,000,000 relating to Midas's
previously disclosed restructuring plan and non-cash charges, less (e) the
aggregate consideration paid by Midas to repurchase or redeem its capital
stock after December 26, 1998, in an amount not to exceed $34 million;
provided, that, at the time of determination, the number of shares
repurchased or redeemed is less than or equal to the number of shares in
respect of which employees, officers and directors of Midas have exercised
stock options after such date."
2. Representations and Warranties of the Borrowers. Each Borrower
represents and warrants that:
(a) The execution, delivery and performance by such Borrower of this
Amendment have been duly authorized by all necessary corporate action and that
this Amendment is a legal, valid and binding obligation of such Borrower
enforceable against such Borrower in accordance with its terms, except as the
enforcement thereof may be subject to (i) the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditors' rights generally and (ii) general principles of equity (regardless of
whether such enforcement is sought in a proceeding in equity or at law);
(b) Each of the representations and warranties contained in the
Credit Agreement is true and correct in all material respects on and as of the
date hereof as if made on the date hereof, except to the extent that any such
representation or warranty is stated to relate solely to an earlier date, in
which case such representation or warranty shall have been true and correct on
and as of such earlier date; and
(c) After giving effect to this Amendment, no Default or Unmatured
Default has occurred and is continuing.
3. Effective Date. This Amendment shall become effective upon
satisfaction of the following conditions:
(a) Executed Amendment. Receipt by the Administrative Agent of duly
executed counterparts of this Amendment from the Administrative Agent, the
Borrowers and the Required Lenders.
(b) Amendment to Note Agreement. Receipt by the Administrative Agent
of an executed amendment to the Note Agreement reflecting modifications to such
Note Agreement corresponding to the amendment set forth in Section 1 of this
Amendment, in form and substance acceptable to the Administrative Agent.
4. Reference to and Effect Upon the Credit Agreement.
(a) Except as specifically provided in this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and effect,
and the execution, delivery and effectiveness of this Amendment shall not
operate as a waiver or forbearance of any Default or Unmatured Default or any
right, power or remedy of the Administrative Agent or any Lender under the
Credit Agreement or any of the other Loan Documents, or constitute a consent,
waiver or modification with respect to any provision of the Credit Agreement or
any of the other Loan Documents, and each Borrower hereby fully ratifies and
affirms each Loan Document to which it is a party.
(b) Upon the effectiveness of this Amendment, each reference in the
Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or words
of similar import shall mean and be a reference to the Credit Agreement as
amended hereby.
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5. Costs and Expenses. The Borrowers hereby affirm their joint and several
obligation under Section 9.6 of the Credit Agreement to reimburse the
Administrative Agent for all reasonable costs, internal charges and
out-of-pocket expenses paid or incurred by the Administrative Agent in
connection with the preparation, negotiation, execution and delivery of this
Amendment, including but not limited to the reasonable fees and expenses of
attorneys for the Administrative Agent with respect thereto.
6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS PROVISIONS)
OF THE STATE OF ILLINOIS BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO
NATIONAL BANKS.
7. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purposes.
8. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original but all
such counterparts shall constitute one and the same instrument.
9. Reaffirmation of Guaranty. Each of Midas and International hereby
reaffirms its obligations under Article XIII and Article XIV, respectively, of
the Credit Agreement.
10. Acknowledgment. Each Borrower hereby waives, discharges and forever
releases the Administrative Agent, the Arranger, the Co-Agent and each of the
Lenders, and each of their respective employees, officers, directors, attorneys,
stockholders and successors and assigns, from and of any and all claims, causes
of action, allegations or assertions that such Borrower has or may have had at
any time through (and including) the date of this Amendment, against any or all
of the foregoing, regardless of whether any such claims, causes of action,
allegations or assertions are known to any Borrower or whether any such claims,
causes of action, allegations or assertions arose as a result of the
Administrative Agent's, the Arranger's, the Co-Agent's or any Lender's actions
or omissions in connection with the Credit Agreement or the other Loan
Documents, including any amendments or modifications thereto, or otherwise.
[signature pages follow]
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
and year first above written.
MIDAS, INC.
By:
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Its:
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MIDAS INTERNATIONAL
CORPORATION
By:
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Its:
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BANK ONE, NA, individually and as
Administrative Agent
By:
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Its:
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CREDIT SUISSE FIRST BOSTON,
individually and as Co-Agent
By:
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Its:
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By:
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Its:
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ABN AMRO BANK N.V.
By:
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Its:
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By:
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Its:
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Signature Page to Amendment
No. 8 to Credit Agreement
BNP PARIBAS
By:
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Its:
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By:
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Its:
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MIZUHO CORPORATE BANK, LTD.
By:
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Its:
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THE NORTHERN TRUST COMPANY
By:
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Its:
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U.S. BANK NATIONAL ASSOCIATION
By:
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Its:
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Signature Page to Amendment
No. 8 to Credit Agreement