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EXHIBIT 4.5
AMENDMENT AGREEMENT NO. 1
TO
REVOLVING CREDIT AND REIMBURSEMENT AGREEMENT
THIS AMENDMENT AGREEMENT made and entered into as of the 28th day of
March, 1996, by and among WACKENHUT CORPORATION, a Florida corporation (herein
called the "Company"), the financial institutions who are signatories hereto
(herein individually called the "Lender" and collectively the "Lenders"), and
NATIONSBANK, NATIONAL ASSOCIATION (SOUTH) (successor by merger of NationsBank
of Florida, National Association), as Agent for the Lenders (herein called the
"Agent").
W I T N E S S E T H:
WHEREAS, the Company, the Agent and the Lenders have entered into a
Revolving Credit and Reimbursement Agreement dated January 5, 1995 (the
"Agreement") whereby the Lenders party thereto have agreed to make loans to the
Company and to provide Letters of Credit; and
WHEREAS, the Subsidiaries of the Company have guaranteed payment of
the Obligations pursuant to Guaranty Agreements dated January 5, 1995, all as
described in the Agreement and other Loan Documents; and
WHEREAS, the Company has requested that the Agreement be amended as
hereinafter provided;
NOW, THEREFORE, the Company, the Lenders and the Agent do hereby agree
as follows:
1. The term "Agreement" as used herein and in Loan Documents
shall mean the Agreement as hereby amended and modified. Unless the context
otherwise requires, all terms used herein without definition shall have the
definition provided therefor in the Agreement.
2. Subject to the conditions hereof, the Agreement is hereby
amended, effective June 30, 1995, as follows:
(a) Section 1.01 is hereby amended by adding the
following two new definitions immediately following the definition of
"Advance":
"'Adjusted Consolidated Net Worth' means at any time
as of which the amount thereof is to be determined, the sum of
Consolidated Net Worth plus $5,351,000 (representing the after
tax loss associated with the sale of the headquarters building
located at 1500 San Remo Avenue, Coral Gables, Florida);
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'Adjusted Total Capitalization' means the sum of (i)
Consolidated Funded Debt plus (ii) Adjusted Consolidated Net
Worth;"
(b) The definition of "Applicable Interest Addition" in
Section 1.01 is hereby amended by deleting the phrase "Total
Capitalization" appearing therein and inserting in lieu thereof the
phrase "Adjusted Total Capitalization".
(c) Section 7.09 is amended in its entirety so that as
amended it shall read as follows:
"7.09 Trading Asset Ratio. The Company will at all
times keep and maintain a ratio of (a) the sum of (1)
unencumbered cash, net accounts receivable and net inventory
of the Company and its Subsidiaries (other than WCC) all as
determined in accordance with GAAP, plus, through June 30,
1996 but not thereafter, (2) the unpaid principal of the note
in the original principal amount of $9,000,000 payable by
ACP-Atrium CG, Ltd. Partnership held by the Company, provided
such note is at all times secured by the headquarters building
located at 1500 San Remo Avenue, Coral Gables, Florida, to (b)
the sum of (1) Consolidated Funded Debt, excluding the Funded
Debt of WCC, (2) the stated amount of outstanding unsecured
Letters of Credit and (3) accounts payable of the Company and
its Subsidiaries (other than WCC) all determined as of the
last day of each fiscal quarter, of not less than 1.15 to
1.00."
3. In order to induce the Lenders to enter into this Amendment
Agreement, the Company represents and warrants to the Lenders as follows:
(a) The representations and warranties made by Company in
Article VI of the Agreement are true on and as of the date hereto
except that the financial statements referred to in Section 6.03(a)
shall be those most recently furnished to each Lender pursuant to
Section 7.17;
(b) There has been no material change in the condition,
financial or otherwise, of the Company and its Subsidiaries since the
date of the most recent financial reports of the Company 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 Company and its
Subsidiaries are not, and since the date of the most recent financial
report of the Company and its Subsidiaries received by each Lender
under Section 7.17 thereof have not been adversely affected in any
substantial way as the result of any fire, explosion, earthquake,
accident, strike, lockout,
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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
Company under the Agreement or the Notes either immediately or with
the lapse of time or the giving of notice, or both.
4. Each of the Subsidiaries of the Company have joined in the
execution of this Agreement for the purpose of consenting hereto and hereby
reaffirm their respective guaranty of payment of the Obligations.
5. All instruments and documents incident to the consummation of
the transactions contemplated hereby shall be satisfactory in form and
substance to the Agent, the Lenders and their counsel; the Agent shall have
received copies of all additional agreements, instruments and documents which
they may reasonably request in connection therewith, including copies of
resolutions of the Company authorizing the transactions contemplated by this
Amendment Agreement, such documents, when appropriate, to be certified by
appropriate corporate or governmental authorities; and all proceedings of the
Company relating to the matters provided for herein shall be satisfactory to
the Agent, the Lenders and their counsel.
6. 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 preceding or succeeding
breach thereof.
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.
COMPANY:
WITNESS: WACKENHUT CORPORATION
/s/ Luis Barreto By: /s/ Terry P. Mayotte
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Name: Terry P. Mayotte
Luis Barreto - Treasury Mgr. Title: Assistant Treasurer
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GUARANTORS:
WITNESS: WACKENHUT SERVICES, INCORPORATED
/s/ Luis Barreto By: /s/ Terry P. Mayotte
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Name: Terry P. Mayotte
Luis Barreto - Treasury Mgr. Title: Assistant Treasurer
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WITNESS: WACKENHUT INTERNATIONAL, INCORPORATED
/s/ Luis Barreto By: /s/ Terry P. Mayotte
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Name: Terry P. Mayotte
Luis Barreto - Treasury Mgr. Title: Assistant Treasurer
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WITNESS: AMERICAN GUARD AND ALERT, INCORPORATED
/s/ Luis Barreto By: /s/ Terry P. Mayotte
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Name: Terry P. Mayotte
Luis Barreto - Treasury Mgr. Title: Assistant Treasurer
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WITNESS: WACKENHUT AIRLINE SERVICES, INC.
/s/ Luis Barreto By: /s/ Terry P. Mayotte
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Name: Terry P. Mayotte
Luis Barreto - Treasury Mgr. Title: Assistant Treasurer
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WITNESS: WACKENHUT EDUCATION SERVICES, INC.
/s/ Luis Barreto By: /s/ Terry P. Mayotte
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Name: Terry P. Mayotte
Luis Barreto - Treasury Mgr. Title: Assistant Treasurer
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WITNESS: TITANIA INSURANCE COMPANY OF AMERICA
/s/ Luis Barreto By: /s/ Terry P. Mayotte
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Name: Terry P. Mayotte
Luis Barreto - Treasury Mgr. Title: Assistant Treasurer
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WITNESS: TUHNEKCAW, INC.
/s/ Luis Barreto By: /s/ Terry P. Mayotte
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Name: Terry P. Mayotte
Luis Barreto - Treasury Mgr. Title: Assistant Treasurer
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NATIONSBANK, NATIONAL ASSOCIATION
(SOUTH) in its capacity as Agent
By: /s/ David E. Spalding
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Name: David E. Spalding
Title: AVP
NATIONSBANK, NATIONAL ASSOCIATION
(SOUTH) as Lender
By: /s/ David E. Spalding
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Name: David E. Spalding
Title: AVP
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BANK OF AMERICA ILLINOIS
By: /s/ Laurence Schaad, Jr.
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Name: Laurence Schaad, Jr.
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Title: Vice President
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