1
EXHIBIT 4.16
AMENDMENT AGREEMENT NO. 7
TO AMENDED AND RESTATED
REVOLVING CREDIT AND REIMBURSEMENT AGREEMENT
THIS AMENDMENT AGREEMENT (this "Amendment Agreement") is made and
entered into as of December 31, 1999, by and among THE WACKENHUT CORPORATION, a
Florida corporation (herein called the "Borrower"), BANK OF AMERICA, N.A.
(formerly NationsBank, N.A.) (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, Amendment Agreement No.
4 dated as of February 25, 1999, Amendment No. 5 dated April 12, 1999 and
Amendment Agreement No. 6 dated as of May 19, 1999 among such Lenders, Borrower
and the Agent (the "Agreement") and the Lenders whose names are subscribed
hereto.
R E C I T A L S
WHEREAS, the Borrower, and 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;
A G R E E M E N T
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto 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
2. AMENDMENT. Section 7.14 of the Original Loan Agreement is hereby
deleted in its entirety and replaced with the following:
"7.14 GUARANTIES. The Borrower will not, and will not permit any
Subsidiary to, become or be liable in respect of any Guaranty, except for (a)
the Guaranty Agreements and (b) other Guaranties which in the aggregate do not
provide for the guaranty of amounts in an aggregate principal amount exceeding
$3,000,000 at any time."
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 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 an 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 a counterpart 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, if
any, due in connection with this Amendment Agreement.
6. NO OTHER AMENDMENTS. Except as modified hereby, all other terms,
conditions and provisions of the Agreement shall remain in full force and
effect.
2
3
7. COUNTERPARTS. This Amendment Agreement may be executed in any number
of counterparts, each of which when executed and delivered shall be deemed to be
an original and it shall not be necessary in making proof of this Amendment
Agreement to produce or account for more than one such counterpart. The parties
hereto acknowledge and agree that executed signature pages delivered via
facsimile shall have the same force and legal effect as originally executed
counterparts.
8. GOVERNING LAW. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of Florida.
[signature pages to follow]
3
4
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment Agreement to be duly executed and delivered by its duly authorized
officer as of the date first above written.
BORROWER:
THE WACKENHUT CORPORATION
By: /s/ Philip Maslowe
----------------------------------------
Name: Philip Maslowe
Title: Chief Financial Officer
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.
By: /s/ Ian Green
----------------------------------------
Name: Ian Green
Title: Asst. Treasurer
4
5
BANK OF AMERICA, N.A., as Agent
and as a Lender
By: /s/ John E. Williams
-----------------------------------------
Name: John E. William
Title: Managing Director
SCOTIABANC INC., as Co-Agent and as a Lender
By: /s/ Frank F. Sandler
-----------------------------------------
Name: Frank F. Sandler
Title: Relationship Manager
SUNTRUST BANK, SOUTH FLORIDA,
N.A., as a Lender
By: /s/ William H. Crawford
-----------------------------------------
Name: William H. Crawford
Title: Assistant Vice President
Suntrust Banks, Inc.
FIRST UNION NATIONAL BANK, as a Lender
By:
-----------------------------------------
Name:
Title: