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Exhibit 4.14
AMENDMENT AGREEMENT NO. 5
TO AMENDED AND RESTATED
REVOLVING CREDIT AND REIMBURSEMENT AGREEMENT
THIS AMENDMENT AGREEMENT (this "Amendment Agreement") is made and
entered into as of this 12th day of April, 1999, by and among THE WACKENHUT
CORPORATION, a Florida corporation (herein called the "Borrower"), NATIONSBANK
NATIONAL ASSOCIATION (the "Agent"), as Agent for the lenders (the "Lenders")
party to the Amended and Restated Revolving Credit and Reimbursement Agreement
dated December 30, 1997, as amended by Amendment Agreement No. 1 dated as of
March 12, 1998, Amendment Agreement No. 2 dated as of August 7, 1998, Amendment
Agreement No. 3 dated as of February 10, 1999, and Amendment Agreement No. 4
dated as of February 25, 1999 among such Lenders, Borrower and the Agent (the
"Agreement") and the Lenders whose names are subscribed hereto.
W I T N E S S E T H:
WHEREAS, the Borrower, the Agent and the Lenders have entered into the
Agreement pursuant to which the Lenders have agreed to make revolving loans to
the Borrower in the aggregate principal amount of up to $65,000,000 as evidenced
by the Notes (as defined in the Agreement) and to issue Letters of Credit for
the benefit of the Borrower; and
WHEREAS, as a condition to the making of the loans pursuant to the
Agreement the Lenders have required that all wholly-owned Subsidiaries of the
Borrower guarantee payment of all Obligations of the Borrower arising under the
Agreement; and
WHEREAS, the Borrower has requested that the Agreement be further
amended in the manner described herein and the Agent and the Required Lenders
have agreed, subject to the terms and conditions hereof, to make such amendment,
as provided herein;
NOW, THEREFORE, the Borrower, the Agent and the Lenders do hereby agree
as follows:
1. DEFINITIONS. The term "Agreement" as used herein and in the Loan
Documents (as defined in the Agreement) shall mean the Agreement as hereinafter
amended and modified. Unless the context otherwise requires, all terms used
herein without definition shall have the definition provided therefor in the
Agreement.
2. AMENDMENT. Subject to the conditions set forth herein, the Agreement
is hereby amended, effective as of the date hereof, as follows:
(a) The definition of "Consolidated Net Worth" is hereby
amended by deleting the final clause thereof, reading "PLUS or MINUS,
as the case may be (iv) the cumulative effect of foreign exchange
valuations" and inserting in lieu thereof the following:
"PLUS (iv) up to $7,000,000 for the cumulative effect of the
change in accounting principles regarding start-up costs of
WCC."
(b) SECTION 7.06 is hereby amended in its entirety so that as
amended it shall read as follows:
"7.06 CONSOLIDATED NET WORTH. The Borrower will at
all times keep and maintain Consolidated Net Worth at an
amount not less than (i) 90% of Borrower and Subsidiaries
Consolidated Net Worth at September 30, 1997 and (ii) as at
the last day of each succeeding fiscal quarter of the Borrower
and until (but excluding) the last day of the next following
fiscal quarter of the Borrower, the sum of (A) the amount of
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Consolidated Net Worth required to be maintained pursuant to
this SECTION 7.06 as at the end of the immediately preceding
fiscal quarter, plus, (B) 50% of Consolidated Net Income (with
no reduction for net losses for any period) for the fiscal
quarter of the Borrower ending on such day, provided that for
the quarter ended December 31, 1998 there shall be added to
Consolidated Net Income up to $7,000,000 for the cumulative
effect of the change in accounting principles regarding
start-up costs of WCC, plus (C) 75% of the net proceeds to the
Borrower from the sale of shares of the Borrower's capital
stock received during the fiscal quarter of the Borrower
ending on such date. The calculation of this covenant shall be
based upon the consolidated financial statements of the
Borrower and its Subsidiaries, including WCC."
3. SUBSIDIARY CONSENTS. Each Subsidiary of the Borrower that has
delivered a Guaranty to the Agent has joined in the execution of this Amendment
Agreement for the purpose of (i) agreeing to the amendment to the Agreement and
(ii) confirming its guarantee of payment of all the Obligations.
4. REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents and
warrants that:
(a) The representations and warranties made by Borrower in
Article VI of the Agreement are true on and as of the date hereof;
(b) There has been no material adverse change in the
condition, financial or otherwise, of the Borrower and its Subsidiaries
since the date of the most recent financial reports of the Borrower
received by each Lender under Section 7.17 thereof, other than changes
in the ordinary course of business, none of which has been a material
adverse change;
(c) The business and properties of the Borrower and its
Subsidiaries are not and have not been adversely affected in any
substantial way as the result of any fire, explosion, earthquake,
accident, strike, lockout, combination of workers, flood, embargo,
riot, activities of armed forces, war or acts of God or the public
enemy, or cancellation or loss of any major contracts; and
(d) No event has occurred and no condition exists which, upon
the consummation of the transaction contemplated hereby, constitutes a
Default or an Event of Default on the part of the Borrower under the
Agreement, the Notes or any other Loan Document either immediately or
with the lapse of time or the giving of notice, or both.
5. CONDITIONS. This Amendment Agreement shall become effective upon the
Borrower delivering to the Agent five (5) counterparts of this Amendment
Agreement duly executed by the Borrower, the Agent and the Required Lenders and
consented to by each of the Subsidiaries and receipt by the Agent of all fees
and expenses due in connection with this Amendment Agreement.
6. ENTIRE AGREEMENT. This Amendment Agreement sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relative to such subject matter. No promise, conditions, representation
or warranty, express or implied, not herein set forth shall bind any party
hereto, and no one of them has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that, except
as in this Amendment Agreement otherwise expressly stated, no representations,
warranties or commitments, express or implied, have been made by any other party
to the other. None of the terms or conditions of this Amendment Agreement may be
changed, modified, waived or canceled orally or otherwise, except by writing, in
the manner provided in the Agreement, specifying such change, modification,
waiver or cancellation of such terms or conditions, or of any proceeding or
succeeding breach thereof.
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7. FULL FORCE AND EFFECT OF AGREEMENT. Except as hereby specifically
amended, modified or supplemented, the Agreement and all of the other Loan
Documents are hereby confirmed and ratified in all respects and shall remain in
full force and effect according to their respective terms.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be duly executed by their duly authorized officers, all as of the
day and year first above written.
BORROWER:
THE WACKENHUT CORPORATION
WITNESS:
/s/ Joyce P. Veltre
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By: /s/ Mildred F. Smith
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Name: Mildred F. Smith
Title: Vice President
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GUARANTORS:
AMERICAN GUARD AND ALERT, INCORPORATED
TITANIA ADVERTISING, INCORPORATED
TITANIA INSURANCE COMPANY OF AMERICA
TUHNEKCAW, INC.
WACKENHUT AIRLINE SERVICES, INC.
WACKENHUT EDUCATIONAL SERVICES, INC.
WACKENHUT FINANCIAL, INC.
WACKENHUT INTERNATIONAL, INCORPORATED
WACKENHUT OF NEVADA, INC.
WACKENHUT PUERTO RICO, INC.
WACKENHUT SERVICES, INCORPORATED
WACKENHUT SERVICES LIMITED LIABILITY
COMPANY
WACKENHUT RESOURCES, INCORPORATED
KING STAFFING, INC.
SOUTHEASTERN RESOURCES, INC.
WORKFORCE ALTERNATIVE, INC.
KING TEMPORARY STAFFING, INC.
WRI II, INC.
PROFESSIONAL EMPLOYEE MANAGEMENT, INC.
WITNESS:
/s/ Joyce P. Veltre
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By: /s/ Mildred F. Smith
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Name: Mildred F. Smith
Title: Vice President
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NATIONSBANK, NATIONAL ASSOCIATION,
as Agent for the Lenders
By: /s/ John E. Williams
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Name: John E. Williams
Title: Senior Vice President
NATIONSBANK, NATIONAL ASSOCIATION,
as Lender
By: /s/ John E. Williams
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Name: John E. Williams
Title: Senior Vice President
SCOTIABANC INC.
By: /s/ W.J. Brown
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Name: W.J. Brown
Title: Managing Director
SUNTRUST BANK, SOUTH FLORIDA, N.A.
By: /s/ William H. Crawford
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Name: William H. Crawford
Title: Assistant Vice President
FIRST UNION NATIONAL BANK
By: /s/ Mareen Walker Duvall
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Name: Mareen Walker Duvall
Title: Senior Vice President
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