Exhibit 4.14
AMENDMENT NO. 4 TO CREDIT AGREEMENT
Dated as of September 30, 1997
THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT ("Amendment") is made
as of September 30, 1997 by and among XXXXXXX WORLDWIDE ASSOCIATES, INC.,
a Wisconsin corporation (the "Company"), the financial institutions listed
on the signature pages hereof (the "Banks") and THE FIRST NATIONAL BANK OF
CHICAGO, in its individual capacity as a Bank and as agent (the "Agent")
on behalf of the Banks under that certain Credit Agreement dated as of
November 29, 1995 by and among the Company, the Banks and the Agent (as
amended, the "Credit Agreement"). Defined terms used herein and not
otherwise defined herein shall have the meaning given to them in the
Credit Agreement.
WITNESSETH
WHEREAS, the Company, the Banks and the Agent are parties to the
Credit Agreement;
WHEREAS, the Company has requested that the Banks amend the
Credit Agreement in certain respects; and
WHEREAS, the Banks and the Agent are willing to amend the Credit
Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth
above, the terms and conditions contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company, the Banks and the Agent have agreed to the
following amendments to the Credit Agreement.
1. Amendment to Credit Agreement. Effective as of September 30,
1997 and subject to the satisfaction of the conditions precedent set forth
in Section 2 below, the Credit Agreement is hereby amended as follows:
1.1. Section 6.01(a) of the Credit Agreement is hereby amended
by adding the following language at the end thereof:
"and provided further that for purposes of calculating
compliance with this Section 6.01 for the fiscal
quarters ending October 3, 1997 and January 2, 1998,
the cumulative foreign currency translation account of
the Company shall be excluded in calculating
Consolidated Total Capitalization."
2. Conditions of Effectiveness. This Amendment shall become
effective and be deemed effective as of the date hereof, if, and only if,
the Agent shall have received each of the following:
(a) duly executed originals of this Amendment from the Company
and the Majority Banks; and
(b) such other documents, instruments and agreements as the
Agent may reasonably request.
3. Representations and Warranties of the Company. The Company
hereby represents and warrants as follows:
(a) This Amendment and the Credit Agreement as previously
executed and amended and as amended hereby, constitute legal, valid and
binding obligations of the Company and are enforceable against the Company
in accordance with their terms.
(b) Upon the effectiveness of this Amendment, the Company
hereby reaffirms all covenants, representations and warranties made in the
Credit Agreement, to the extent the same are not amended hereby, and
agrees that all such covenants, representations and warranties shall be
deemed to have been remade as of the effective date of this Amendment.
4. Reference to the Effect on the Credit Agreement.
(a) Upon the effectiveness of Section 1 hereof, on and after
the date hereof, each reference in the Credit Agreement to "this
Agreement," "hereunder," "hereof," "herein" or words of like import shall
mean and be a reference to the Credit Agreement dated as of November 29,
1995, as amended previously and as amended hereby.
(b) Except as specifically amended above, the Credit Agreement
dated as of November 29, 1995 and all other documents, instruments and
agreements executed and/or delivered in connection therewith shall remain
in full force and effect, and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of the Agent or any of the Banks, nor constitute a
waiver of any provision of the Credit Agreement or any other documents,
instruments and agreements executed and/or delivered in connection
therewith.
5. Costs and Expenses. The Company agrees to pay all reasonable
costs, fees and out-of-pocket expenses (including attorneys' fees and
expenses charged to the Agent) incurred by the Agent in connection with
the preparation, execution and enforcement of this Amendment.
6. Governing Law. This Amendment shall be governed by and
construed in accordance with the internal laws (as opposed to the conflict
of law provisions) of the State of Illinois.
7. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part
of this Amendment for any other purpose.
8. Counterparts. This Amendment may be executed by one or more of
the parties to the Amendment on any number of separate counterparts and
all of said counterparts taken together shall be deemed to constitute one
and the same instrument.
IN WITNESS WHEREOF, this Amendment has been duly executed as of
the day and year first above written.
XXXXXXX WORLDWIDE ASSOCIATES, INC.
By: /s/
Title: SENIOR VICE PRESIDENT & CFO
THE FIRST NATIONAL BANK OF
CHICAGO, Individually and as Agent
By:
Title:
FIRSTAR BANK MILWAUKEE, N.A.
By:
Title:
SOCIETE GENERALE
By:
Title:
WACHOVIA BANK OF GEORGIA, N.A.
By:
Title:
M & I XXXXXXXX & XXXXXX BANK
By:
Title:
THE NORTHERN TRUST COMPANY
By:
Title:
Signature Page Xxxxxxx Worldside Associates, Inc.
Amendment to Credit Agreement
