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EXHIBIT 4.13
AMENDMENT AGREEMENT NO. 4
TO AMENDED AND RESTATED
REVOLVING CREDIT AND REIMBURSEMENT AGREEMENT
THIS AMENDMENT AGREEMENT (this "Amendment Agreement") is made and
entered into as of this 25th day of February, 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, and
Amendment Agreement No. 3 dated as of February 10, 1999, among such Lenders,
Borrower and the Agent (the "Agreement") and the Lender party to this Amendment
Agreement.
W I T N E S S E T H:
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WHEREAS, the Borrower, the Agent, NationsBank, N.A., Scotiabanc Inc.
and SunTrust Bank, South Florida, N.A. (the "Existing Lenders") have entered
into the Agreement pursuant to which the Existing Lenders have agreed to make
revolving loans to the Borrower in the aggregate principal amount of up to
$50,000,000 as evidenced by the Notes (as defined in the Agreement) and to issue
Letters of Credit for the benefit of the Borrower; and
WHEREAS, First Union National Bank (the "New Lender") has agreed to
provide the Borrower Revolving Loans up to $15,000,000 thereby increasing the
Total Revolving Credit Commitment to $65,000,000 and the parties hereto desire
to amend the Agreement in the manner herein set forth effective as of the date
hereof;
NOW, THEREFORE, the Borrower, the Agent and the New Lender 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 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. AMENDMENTS. Subject to the conditions hereof, the Agreement is
hereby amended, effective as of the date hereof, by deleting EXHIBIT A and
inserting in lieu thereof EXHIBIT A attached hereto, and the New Lender agrees
by the execution of this Amendment Agreement that it shall be a party to the
Agreement and shall provide to the Borrower its Revolving Credit Commitment.
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3. 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.
4. CONDITIONS. As a condition to the effectiveness of this Amendment
Agreement, the Borrower shall deliver, or cause to be delivered to the Agent,
the following:
(a) Five (5) executed counterparts of this Amendment Agreement duly;
and
(b) A fully-executed Note payable to the New Lender in the amount of
the New Lender's Revolving Credit Commitment.
5. OTHER DOCUMENTS. All instruments and documents incident to the
consummation of the transactions contemplated hereby shall be satisfactory in
form and substance to the Agent and its counsel; the Agent shall have received
copies of all additional agreements, instruments and documents which it may
reasonably request in connection therewith, including evidence of the authority
of the Borrower to enter into the transactions contemplated by this Amendment
Agreement, in each case such documents, when appropriate, to be certified by
appropriate corporate or governmental authorities; and all proceedings of the
Borrower relating to the matters provided for herein shall be satisfactory to
the Agent and its counsel.
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.
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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.
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.
[Remainder of page intentionally left blank.]
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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 written above.
BORROWER:
THE WACKENHUT CORPORATION
WITNESS:
/s/ XXXXXXXX X. XXXXXXXXXX By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
-------------------------- Title: Vice President
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NATIONSBANK, NATIONAL ASSOCIATION,
as Agent for the Lenders
By: /s/ XXXX X. XXXXXXXX
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Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
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FIRST UNION NATIONAL BANK
By: /s/ X. XXXXXX XXXXXX
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Name: X. Xxxxxx Xxxxxx
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Title: Senior Vice President
Lending Office:
00 Xxxxxx Xxxx, 0xx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Wire Transfer Instruction
First Union National Bank
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ABA #
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Attention:
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Reference: The Wackenhut Corporation
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EXHIBIT A
Applicable Commitment Percentages
Applicable
Revolving Credit Commitment
Lender Commitment Percentage
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NationsBank, N.A. $20,000,000 30.769230769%
Scotiabanc Inc. $15,000,000 23.076923077%
SunTrust Bank, South Florida, N.A. $15,000,000 23.076923077%
First Union National Bank $15,000,000 23.076923077%
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Total $65,000,000 100%
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