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EXHIBIT 4.11
AMENDMENT AGREEMENT NO. 2
TO AMENDED AND RESTATED
REVOLVING CREDIT AND REIMBURSEMENT AGREEMENT
THIS AMENDMENT AGREEMENT is made and entered into as of this 7th day of
August, 1998, by and among THE WACKENHUT CORPORATION, a Florida corporation
(herein called the "Borrower"), NATIONSBANK NATIONAL ASSOCIATION (the AAgent@),
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, among such Lenders,
Borrower and the Agent (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 $40,000,000 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 amended and
the Agent and the Lenders, subject to the terms and conditions hereof, are
willing to make such amendment, as provided 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, clause (ii)
of SECTION 7.11(A) of the Agreement is hereby amended in its entirety, effective
as of the date hereof, so that as amended it shall read as follows:
"(ii) Directly or indirectly, or through any Subsidiary,
purchase, redeem or retire any shares of its capital stock of any class
or any warrants, rights or options to purchase or acquire any shares of
its capital stock (other than (x) in exchange for or out of the net
cash proceeds to the Borrower from the substantially concurrent issue
or sale of other shares of capital stock of the Borrower or warrants,
rights or options to purchase or acquire any shares of its capital
stock, (y) purchase or acquisitions of
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shares of Voting Stock of the Borrower which were issued pursuant to an
employee stock plan, PROVIDED that the aggregate amount expended
therefor does not exceed $250,000 in any one fiscal year of the
Borrower, and (z) purchases or acquisitions of shares of Voting Stock
and non-voting stock of the Borrower after December 30, 1997 in the
open market for an aggregate purchase of not to exceed $5,000,000;
PROVIDED further, that such amounts expended shall not exceed that
amount necessary in order to maintain beneficial ownership or control,
directly or indirectly, of 50.1% (by number of votes) of the Voting
Stock of the Borrower by the Wackenhut Family Group);"
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 V 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 6.1 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.
5. CONDITIONS. This Amendment Agreement shall become effective upon the
Borrower delivering to the Agent four (4) counterparts of this Amendment
Agreement duly executed by the Borrower and consented to by each of the
Subsidiaries.
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, 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
WITNESS:
/s/ XXXXX XXXXXXXX By: /s/ XXXXX XXXXXXX
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Name: Xxxxx Xxxxxxx
/s/ XXXXXX XXXX Title: Treasurer
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GUARANTORS:
AMERICAN GUARD AND ALERT, INCORPORATED
DIVERSIFIED CORRECTIONAL SERVICES,
INCORPORATED
TITANIA ADVERTISING, INCORPORATED
TITANIA INSURANCE COMPANY OF AMERICA
TUHNEKCAW, INC.
WACKENHUT AIRLINE SERVICES, INC.
WACKENHUT EDUCATIONAL 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 SPORTS SECURITY, INC.
WACKENHUT RESOURCES, INCORPORATED
KING STAFFING, INC.
SOUTHEASTERN RESOURCES, INC.
WORKFORCE ALTERNATIVE, INC.
KING TEMPORARY STAFFING, INC.
WRI II, INC.
PROFESSIONAL EMPLOYEE MANAGEMENT, INC.
WITNESS:
/s/ XXXXX XXXXXXXX
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By: /s/ XXXXX XXXXXXX
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/s/ XXXXXX XXXX Name: Xxxxx Xxxxxxx
---------------------------- Title: Treasurer
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NATIONSBANK, NATIONAL ASSOCIATION,
as Agent for the Lenders
By: /s/ XXXXXX X. XXXXXXXX
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Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
NATIONSBANK, NATIONAL ASSOCIATION,
as Lender
By: /s/ XXXXXX X. XXXXXXXX
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Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
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SCOTIABANC INC.
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Relationship Manager
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XXXXXXXX XXXX, XXXXX XXXXXXX, N.A.
By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
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