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AMENDMENT AGREEMENT NO 2.
TO
CREDIT AGREEMENT
THIS AMENDMENT AGREEMENT is made and entered into as of this 22nd day
of June, 2001, by and among THE WACKENHUT CORPORATION, a Florida corporation
(herein called the "Borrower"), BANK OF AMERICA, N.A. (the "Agent"), as Agent
for the lenders (the "Lenders") party to the Credit Agreement dated November 13,
2000 among such Lenders, Borrower and the Agent, as amended by Amendment
Agreement No. 1 dated December 12, 2000 (the "Agreement") and the Lenders whose
names are subscribed hereto.
W I T N E S S E T H:
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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 $112,500,000 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, other than Titania, 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 set forth 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 "Chile" in SECTION 1.1 is hereby amended
in its entirety so that as amended it shall read as follows:
"'Chile' means, collectively, Wackenhut Chile S.A.,
Wackenhut Safety S.A. and Wackenhut Mantenimiento Integral
S.A., each a SOCIEDAD ANONIMA organized under the laws of the
Republic of Chile."
(b) The definition of "Restricted Investment" in SECTION 1.1
is hereby amended by deleting the word "and" at the end of clause (g);
(ii) relettering clause (h) as clause (i); and (iii) inserting a new
clause (h) reading as follows:
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"(h) Investments securing Indebtedness of Chile in an
amount not to exceed $20,000,000; and"
(c) SECTION 9.4 is hereby amended by (i) deleting the word
"and" at the end of clause (h); (ii) deleting the period at the end of
clause (i) and inserting in lieu thereof a semi-colon; and (iii) adding
new clauses (j) and (k) thereto reading as follows:
"(j) a Lien on a $20,000,000 deposit account of the
Borrower securing a loan to Chile which loan shall be deemed a
loan or advance made for the benefit of Chile pursuant to
SECTION 9.13; and
(k) Liens on the assets or stock of Chile, its
Subsidiaries or affiliates securing a loan to Chile, its
Subsidiaries or affiliates which loan shall be deemed a loan
or advance made for the benefit of Chile pursuant to SECTION
9.13."
(d) SECTION 9.9 is hereby amended by (i) deleting the word
"and" at the end of clause (a) and inserting in lieu thereof a comma;
(ii) deleting the period at the end thereof and inserting in lieu
thereof the word "and"; and (iii) inserting a new clause (c) thereto
reading as follows:
"(c) Guaranties of Rate Hedging Obligations to which
Chile is a party in an aggregate notional amount not exceeding
$20,000,000, which such Rate Hedging Obligations provide
exchange rate and interest rate protection with respect to the
Indebtedness referred to in SECTION 9.4(j)."
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 VII 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 7.6 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,
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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 seven (7) counterparts of this Amendment
Agreement duly executed by the Agent, the Lenders, and the Borrower and
consented to by each of the Guarantors.
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,
signed by all the parties hereto, specifying such change, modification, waiver
or cancellation of such terms or conditions, or of any proceeding or succeeding
breach thereof.
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
By:______________________________________
Name:____________________________________
Title:___________________________________
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GUARANTORS:
TITANIA ADVERTISING, INCORPORATED
TWC/FL/01, INC.
TWC/FL/02, INC.
WACKENHUT INTERNATIONAL,
INCORPORATED
WACKENHUT SERVICES, INCORPORATED
WACKENHUT AIRLINE SERVICES, INC.
AMERICAN GUARD & ALERT, INCORPORATED
By:_________________________________
Name:_______________________________
Title:______________________________
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GUARANTORS:
WACKENHUT EDUCATIONAL SERVICES, INC.
WACKENHUT MONITORING SYSTEMS, INC.
DIVERSIFIED CORRECTIONAL SERVICES,
INCORPORATED
WACKENHUT.COM ONLINE STORE, INC.
SAVE-A-FRIEND, INC.
WACKENHUT FINANCIAL, INC.
TUHNEKCAW, INC.
TITANIA INSURANCE COMPANY OF AMERICA, INC.
By:_______________________________________
Name:_____________________________________
Title:____________________________________
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GUARANTORS:
WACKENHUT RESOURCES, INCORPORATED
WRI EMPLOYERS INSURANCE, INC.
KING STAFFING, INC.
KING TEMPORARY STAFFING, INC.
KING BENEFITS, INC.
KING EMPLOYEE SERVICES, INC.
WORKFORCE ALTERNATIVE, INC.
OASIS OUTSOURCING, INC.
OASIS OUTSOURCING II, INC.
OASIS OUTSOURCING III, INC.
OASIS OUTSOURCING IV, INC.
OASIS OUTSOURCING BENEFITS, INC.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
WRI STAFFING, INC.
WRI II, INC.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
PROFESSIONAL EMPLOYEE MANAGEMENT, INC.
PROFESSIONAL EMPLOYEE MANAGEMENT II, INC.
PROFESSIONAL EMPLOYEE MANAGEMENT III, INC.
PROFESSIONAL EMPLOYEE MANAGEMENT IV, INC.
PROFESSIONAL EMPLOYEE MANAGEMENT
BENEFITS, INC.
PROFESSIONAL EMPLOYEE MANAGEMENT
SERVICES, INC.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
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GUARANTORS:
WACKENHUT SERVICES, LLC
By:_________________________________________
Name:_______________________________________
Title:______________________________________
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GUARANTORS:
WACKENHUT OF NEVADA, INC.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
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BANK OF AMERICA, N.A.,
as Agent for the Lenders
By:________________________________
Name: John E. Williams
Title: Managing Director
BANK OF AMERICA, N.A.
By: ________________________________
Name: John E. Williams
Title: Managing Director
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SCOTIABANC INC.
By:_________________________________
Name:_______________________________
Title:______________________________
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FIRST UNION NATIONAL BANK
By:_________________________________
Name:_______________________________
Title:______________________________
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SUNTRUST BANK
By:_________________________________
Name:_______________________________
Title:______________________________
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DRESDNER BANK LATEINAMERIKA AG,
MIAMI AGENCY
By:_________________________________
Name:_______________________________
Title:______________________________
By:_________________________________
Name:_______________________________
Title:______________________________
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BANCO SANTANDER PR
By:_________________________________
Name:_______________________________
Title:______________________________
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