Exhibit 4.15
EXECUTION COPY
Midas International Corporation.
1300 Arlington Heights Road
Itasca, Illinois 60143
New York, New York
As of March 22, 2002
Re: Amendment No. 1 to Note and Guarantee Agreement,
dated as of April 15, 1998
To the Holders of the Notes
Referred to Below
Ladies and Gentlemen:
Reference is made to the Note and Guarantee Agreement dated as of April 15,
1998 (as in effect on the date hereof, the "Agreement") among Midas
International Corporation, a Delaware corporation (the "Company"), Midas, Inc.,
a Delaware corporation (the "Guarantor" and, together with the Company, the
"Obligors") and the purchasers whose names appear in the acceptance form at the
end thereof (each, a "Purchaser" and, collectively, the "Purchasers"), pursuant
to which the Purchasers purchased $75,000,000 aggregate principal amount of the
Company's 6.89% Guaranteed Senior Notes due 2005 (the "Notes").
The Company has requested that the holders of the Notes agree, and the
holders of the Notes party hereto are willing, to amend Section 10.6 of the
Agreement as provided herein, all on the terms and conditions of this Amendment.
Accordingly, in consideration of the premises and the mutual agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
(S)1. Definitions. Unless otherwise defined herein, all terms used herein
that are defined in the Agreement (as amended hereby) shall have their
respective meanings as therein defined.
(S)2. Amendment to Agreement. Subject to the satisfaction of the condition
to effectiveness specified in (S)4 below, but with effect on and after the date
hereof, Section 10.6 of the Agreement shall be amended and restated to read in
its entirety as follows:
"Section 10.6 Consolidated Indebtedness Ratio. The Guarantor will not
permit the ratio of Consolidated Indebtedness to EBITDA to exceed (i) 4 to
1 as at the end of the fiscal quarter of the Guarantor ending March 30,
2002 and (ii) 3.5 to 1 as at the end of any other fiscal quarter of the
Guarantor."
(S)3. Representations and Warranties of the Obligors. The Company and the
Guarantor jointly and severally represent and warrant to the holders of the
Notes as follows (and the parties hereto agree that the following
representations and warranties shall be deemed to have been made pursuant to the
Agreement for all relevant purposes thereof):
3.1. Power and Authority. Each Obligor has the corporate power and
authority to execute and deliver this Amendment and to perform the Agreement as
amended hereby (the "Amended Agreement").
3.2. Authorization, etc. This Amendment has been duly authorized by all
necessary corporate action on the part of each Obligor, and has been duly
executed and delivered by each Obligor, and the Amended Agreement constitutes a
legal, valid and binding obligation of each Obligor, enforceable against such
Obligor, in accordance with its terms, except as such enforcement may be
limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights generally and
(ii) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
3.3. No Conflicts. The execution, delivery and performance by the Obligors
of this Amendment and of the Amended Agreement will not (i) contravene, result
in any breach of, or constitute a default under, or result in the creation of
any Lien in respect of any property of either Obligor or any Subsidiary under,
any indenture, mortgage, deed of trust, loan, purchase or credit agreement,
lease, corporate charter or by-laws, or any other agreement or instrument to
which either Obligor or any Subsidiary is bound or by which either Obligor or
any Subsidiary or any of their respective properties may be bound or affected,
(ii) conflict with or result in a breach of any of the terms, conditions or
provisions of any order, judgment, decree, or ruling of any court, arbitrator or
Governmental Authority applicable to either Obligor or any Subsidiary or (iii)
violate any provision of any statute or other rule or regulation of any
Governmental Authority applicable to either Obligor or any Subsidiary.
3.4. No Defaults. Both immediately prior and after giving effect to this
Amendment, no Default or Event of Default has occurred and is continuing.
(S)4. Condition to Effectiveness. The amendment to the Agreement set forth
in (S)2 shall become effective, as of the date hereof, upon the execution and
delivery of this Amendment by the Obligors and the Required Holders.
(S)5. Miscellaneous.
5.1. Costs and Expenses. As provided in Section 16.1 of the Agreement, the
Obligors agree to pay on demand all costs and expenses (including reasonable
attorney's fees of a single special counsel and, if reasonably required, local
or other counsel) of the holders of the Notes in connection with the
negotiation, preparation, execution and delivery of this Amendment and any
documents executed pursuant hereto.
5.2. Ratification; Waiver. The Agreement, except as amended pursuant
hereto, is in all respects ratified and confirmed, and the terms, covenants and
agreements thereof shall remain in full force and effect.
5.3. References to Agreement and Notes. From and after the date hereof, all
references to the Agreement in the Agreement, the Notes, the Guarantee and all
documents and instruments incident to the transactions contemplated by the
Agreement, shall be deemed to be references to the Agreement as amended by this
Amendment.
5.4. Governing Law. This Amendment shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the law of
the State of New York excluding choice-of-law principles of the law of such
State that would require the application of the laws of a jurisdiction other
than such State.
5.5. Execution in Counterparts. This Amendment may be executed in
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
[SIGNATURE PAGES FOLLOW]
2
If you are in agreement with the foregoing, please sign the form of
acceptance in the space provided below whereupon this Amendment shall become a
binding agreement between you and the Obligors.
Very truly yours,
MIDAS INTERNATIONAL CORPORATION
By: /s/ William M. Guzik
------------------------------
Name: William M. Guzik
Title: Senior Vice President
Chief Financial Officer
MIDAS, INC.
By: /s/ William M. Guzik
------------------------------
Name: William M. Guzik
Title: Senior Vice President
Chief Financial Officer
ACCEPTED AND AGREED:
CONNECTICUT GENERAL LIFE INSURANCE
COMPANY
By CIGNA Investments, Inc.
By /s/ Stephen H. Wilson
--------------------------
Name: STEPHEN H. WILSON
Title: MANAGING DIRECTOR
CONNECTICUT GENERAL LIFE INSURANCE
COMPANY ON BEHALF OF ONE OR MORE
SEPARATE ACCOUNTS
By CIGNA Investments, Inc.
By /s/ Stephen H. Wilson
--------------------------
Name: STEPHEN H. WILSON
Title: MANAGING DIRECTOR
CANADA LIFE INSURANCE
COMPANY OF AMERICA
By
--------------------------
Name:
Title:
CANADA LIFE INSURANCE
COMPANY OF NEW YORK
By
--------------------------
Name:
Title:
SOUTHERN FARM BUREAU LIFE
INSURANCE COMPANY
By
--------------------------
Name:
Title:
AMERICAN GENERAL LIFE
INSURANCE COMPANY, and
THE UNITED STATES LIFE INSURANCE
COMPANY IN THE CITY OF NEW YORK
By: AIG Global Investment Corp.
By
------------------------
Name: Gregg Hammer
Title: Vice President
ACCEPTED AND AGREED:
CONNECTICUT GENERAL LIFE INSURANCE
COMPANY
By CIGNA Investments, Inc.
By
--------------------------
Name:
Title:
CONNECTICUT GENERAL LIFE INSURANCE
COMPANY ON BEHALF OF ONE OR MORE
SEPARATE ACCOUNTS
By CIGNA Investments, Inc.
By
--------------------------
Name:
Title:
CANADA LIFE INSURANCE
COMPANY OF AMERICA
By /s/ C. Paul English
--------------------------
Name: C. PAUL ENGLISH
Title: ASSISTANT TREASURER
CANADA LIFE INSURANCE
COMPANY OF NEW YORK
By /s/ C. Paul English
--------------------------
Name: C. PAUL ENGLISH
Title: ASSISTANT TREASURER
SOUTHERN FARM BUREAU LIFE
INSURANCE COMPANY
By
--------------------------
Name:
Title:
AMERICAN GENERAL LIFE
INSURANCE COMPANY, and
THE UNITED STATES LIFE INSURANCE
COMPANY IN THE CITY OF NEW YORK
By: AIG Global Investment Corp.
By
----------------------------
Name: Gregg Hammer
Title: Vice President
ACCEPTED AND AGREED:
CONNECTICUT GENERAL LIFE INSURANCE
COMPANY
By CIGNA Investments, Inc.
By
--------------------------
Name:
Title:
CONNECTICUT GENERAL LIFE INSURANCE
COMPANY ON BEHALF OF ONE OR MORE
SEPARATE ACCOUNTS
By CIGNA Investments, Inc.
By
--------------------------
Name:
Title:
CANADA LIFE INSURANCE
COMPANY OF AMERICA
By
--------------------------
Name:
Title:
CANADA LIFE INSURANCE
COMPANY OF NEW YORK
By
--------------------------
Name:
Title:
SOUTHERN FARM BUREAU LIFE
INSURANCE COMPANY
By /s/ Carol Robertson, CFA
--------------------------
Name: CAROL ROBERTSON, CFA
Title: PORTFOLIO MANAGER, FIXED INCOME
AMERICAN GENERAL LIFE
INSURANCE COMPANY, and
THE UNITED STATES LIFE INSURANCE
COMPANY IN THE CITY OF NEW YORK
By: AIG Global Investment Corp.
By
--------------------------------
Name: Gregg Hammer
Title: Vice President
ACCEPTED AND AGREED:
CONNECTICUT GENERAL LIFE INSURANCE
COMPANY
By CIGNA Investments, Inc.
By
-------------------------
Name:
Title:
CONNECTICUT GENERAL LIFE INSURANCE
COMPANY ON BEHALF OF ONE OR MORE
SEPARATE ACCOUNTS
By CIGNA Investments, Inc.
By
-------------------------
Name:
Title:
CANADA LIFE INSURANCE
COMPANY OF AMERICA
By
-------------------------
Name:
Title:
CANADA LIFE INSURANCE
COMPANY OF NEW YORK
By
-------------------------
Name:
Title:
SOUTHERN FARM BUREAU LIFE
INSURANCE COMPANY
By
-------------------------
Name:
Title:
AMERICAN GENERAL LIFE
INSURANCE COMPANY, and
THE UNITED STATES LIFE INSURANCE
COMPANY IN THE CITY OF NEW YORK
By: AIG Global Investment Corp.
By /s/ Gregg Hammer
-----------------------
Name: Gregg Hammer
Title: Vice President
THE TRAVELERS INSURANCE COMPANY
By /s/ Matthew J. McInerny
-------------------------
Name: MATTHEW J. MCINERNY
Title: ASSISTANT INVESTMENT OFFICER
FIRST TRENTON INDEMNITY COMPANY
By /s/ Matthew J. McInerny
-------------------------
Name: MATTHEW J. MCINERNY
Title: ASSISTANT INVESTMENT OFFICER