Exhibit 4.2
Xxxxxxx Worldwide Associates, Inc.
Second Amendment to Note Agreements
Dated as of October 31, 1996
Re:
Note Agreements Dated as of May 1, 1993
and
$15,000,000 6.58% Senior Notes
Due September 25, 1999
Xxxxxxx Worldwide Associates, Inc. Second Amendment to Note Agreements
Xxxxxxx Worldwide Associates
0000 Xxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxx 00000
Second Amendment to Note Agreements
Dated as of October 31, 1996
Re: Note Agreements Dated as of May 1, 1993
and
$15,000,000 6.58% Senior Notes
Due September 25, 1999
To the Noteholders named in
Schedule I hereto which are also
signatories to this Second Amendment
to Note Agreement.
Ladies and Gentlemen:
Reference is made to the separate Note Agreements each dated as of
May 1, 1993, as amended by the Amendment Agreement dated as of September
30, 1993 (the "Note Agreements"), between Xxxxxxx Worldwide Associates,
Inc., a Wisconsin corporation (the "Company"), and the Purchasers named
therein, under and pursuant to which $15,000,000 aggregate principal amount
of 6.58% Senior Notes due September 25, 1999 (the "Notes") of the Company
were originally issued. Terms used but not otherwise defined herein shall
have the meanings set forth in the Note Agreements.
The Company hereby requests that you accept each of the amendments set
forth below in the manner herein provided:
ARTICLE 1. WAIVER
Section 1.1. Waiver of Cross Defaults under Section 6.1(e). Upon the
proper waiver of any default which shall have occurred under any
indenture, agreement or other instrument pursuant to which any
Indebtedness for borrowed money of the Company or any Restricted
Subsidiary in excess of $3,000,000 was issued, the Noteholders hereby
waive the Events of Default which shall have occurred under Section 6.1(e)
of the Note Agreements.
Section 1.2. Waiver of Compliance with Section 5.11 The Noteholders
hereby waive compliance by the Company with Section 5.11 of the Note
Agreements for the period of four consecutive fiscal quarters ended on
September 27, 1996; provided that the ratio of Net Income Available for
Fixed Charges to Fixed Charges for each period was not less than 0.20 to
1.00.
ARTICLE 2. AMENDMENTS OF NOTE AGREEMENTS
Section 2.1. Amendment of Section 5.8. Section 5.8 of the Note
Agreements shall be amended by the addition thereto of a new subparagraph
(e) which shall read as follows:
(e) Notwithstanding any other provision of this Section 5.8, the
Company may sell stock or assets of Airguide Instrument Co. and all
of the Plastimo businesses. Sales of stock or assets permitted by
this Section 5.8(e) shall not be taken into account for purposes of
calculating the limitations on permitted sales of assets and stock
set forth in Section 5.8(b)(1) and the proviso at the end of Section
5.8(c).
Section 2.2. Amendment of Section 5.10. Section 5.10 of the Note
Agreements shall be amended in its entirety so that the same shall read as
follows:
Section 5.10. Consolidated Tangible Net Worth. The Company will at
all times keep and maintain Consolidated Tangible Net Worth at an
amount not less than $25,000,000; provided, however, that if the
Company incurs any special charges on or before October 2, 1998 as a
result of the closing of certain distribution centers or the closing
of certain plants if Uwatec A.G. is acquired, such special charges in
an aggregate amount not to exceed $5,000,000 shall not be taken into
account for purposes of determining the amount of Consolidated
Tangible Net Worth required to be maintained pursuant to this Section
5.10.
Section 2.3. Amendment of Section 5.11. Section 5.11 of the Note
Agreements shall be amended in its entirety so that the same shall read as
follows:
Section 5.11.Fixed Charge Coverage Ratio. (a) On December 27, 1996,
the Company will have kept and maintained the ratio of Net Income
Available for Fixed Charges to Fixed Charges for the fiscal quarter
ending on such date at not less than (1.25) to 1.00.
(b) On March 28, 1997, the Company will have kept and maintained the
ratio of Net Income Available for Fixed Charges to Fixed Charges for
the period of two consecutive fiscal quarters ending on such date at
not less than 1.00 to 1.00.
(c) On June 27, 1997, the Company will have kept and maintained the
ratio of Net Income Available for Fixed Charges to Fixed Charges for
the period of three consecutive fiscal quarters ending on such date
at not less than 1.20 to 1.00.
(d) On October 3, 1997 and on the last day of each fiscal quarter
thereafter, the Company will have kept and maintained the ratio of
Net Income Available for Fixed Charges to Fixed Charges for the
period of four consecutive fiscal quarters ending on each of such
dates at not less than 1.50 to 1.00.
Section 2.4. Amendment of Section 8.1. Section 8.1 of the Note
Agreements shall be amended by amending the definition of "Net Income
Available for Fixed Charges" in its entirety so that the same shall read
as follows:
"Net Income Available for Fixed Charges" for any period shall mean
the sum of (a) Consolidated Net Income during such period plus (to
the extent deducted in determining Consolidated Net Income), (b) all
provisions for any Federal, state or other income taxes made by the
Company and its Restricted Subsidiaries during such period, plus (c)
Fixed Charges during such period, plus (d) in the case of any fiscal
quarter ending on or before October 2, 1998, special charges not to
exceed $5,000,000 taken in respect of the closing of certain
distribution centers, and, if Uwatec A.G. is acquired, the closing of
certain plants, during such period.
ARTICLE 3. MISCELLANEOUS
Section 3.1. Fee. In consideration of the execution and delivery of
this Amendment, the Company agrees to pay to each holder of a Note, within
ten (10) days of the date hereof, its ratable portion of a fee in the
aggregate amount of $15,000.
Section 3.2. No Legend Required. References in the Note Agreements or
in any Note, certificate, instrument or other document to the Note
Agreements shall be deemed to be references to the Note Agreements as
amended hereby and as further amended from time to time.
Section 3.3. Effect of Amendment. Except as expressly amended hereby,
the Company agrees that the Note Agreements, the Notes and all other
documents and agreements executed by the Company in connection with the
Note Agreements in favor of the Noteholders are ratified and confirmed and
shall remain in full force and effect and that it has no set-off,
counterclaim or defense with respect to any of the foregoing.
Section 3.4. Successors and Assigns. This Second Amendment to Note
Agreements shall be binding upon the Company and its successors and
assigns and shall inure to the benefit of the Noteholders and to the
benefit of the Noteholders' successors and assigns, including each
successive holder or holders of any Notes.
Section 3.5. Requisite Approval; Expenses. This Second Amendment to
Note Agreements shall not be effective until (a) the Company and the
holders of 66-2/3% in aggregate principal amount of all Notes outstanding
on the date hereof shall have executed this Second Amendment to Note
Agreements, and (b) the Company shall have paid all out-of-pocket expenses
incurred by the Noteholders in connection with the consummation of the
transactions contemplated by this Second Amendment to Note Agreements,
including, without limitation, the fees, expenses and disbursements of
Xxxxxxx and Xxxxxx which are reflected in statements of such counsel
rendered on or prior to the effective date of this Second Amendment to
Note Agreements.
Section 3.6. Counterparts. This Second Amendment to Note Agreements may
be executed in any number of counterparts, each executed counterpart
constituting an original but all together only one agreement.
In Witness Whereof, the Company has executed this Second Amendment to
Note Agreements as of the day and year first above written.
Xxxxxxx Worldwide Associates, Inc.
By /s/
Its
This Second Amendment to Note Agreements is accepted and agreed to as
of the day and year first above written.
Connecticut General Life
Insurance Company
By: CIGNA Investments, Inc.
By /s/
Its
This Second Amendment to Note Agreements is accepted and agreed to as
of the day and year first above written.
Life Insurance Company of
North America
By: CIGNA Investments, Inc.
By /s/
Its
Schedule I
Outstanding
Principal Amount
of Notes
Connecticut General Life Insurance Company $12,000,000
Life Insurance Company of North America $3,000,000
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Total $15,000,000
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