Exhibit 4.8
XXXXXXX WORLDWIDE ASSOCIATES, INC.
SECOND AMENDMENT TO NOTE AGREEMENTS
Dated as of September 30, 1997
Re:
Note Agreements Dated as of October 1, 1995
and
$30,000,000 7.77% Senior Notes, Series A
Due October 15, 2005
and
$15,000,000 6.98% Senior Notes, Series B
Due October 15, 2005
XXXXXXX WORLDWIDE ASSOCIATES
0000 Xxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxx 00000
SECOND AMENDMENT TO NOTE AGREEMENTS
Dated as of September 30, 1997
Re:Note Agreements Dated as of October 1, 1995
and
$30,000,000 7.77% Senior Notes, Series A
Due October 15, 2005
and
$15,000,000 6.98% Senior Notes, Series B
Due October 15, 2005
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
October 1, 1995, as amended by the First Amendment dated as of October 31,
1996 (the "Note Agreements"), between Xxxxxxx Worldwide Associates, Inc.,
a Wisconsin corporation (the "Company"), and the Purchasers named therein,
under and pursuant to which $30,000,000 aggregate principal amount of
7.77% Senior Notes, Series A, due October 15, 2005 and $15,000,000 6.98%
Senior Notes, Series B, due October 15, 2005 (collectively, 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. AMENDMENTS OF NOTE AGREEMENTS
Section 1.1. Amendment of Section 8.1. Section 8.1 of the Note
Agreements shall be amended by amending the definition of "Consolidated
Net Worth" in its entirety so that the same shall read as follows:
"Consolidated Net Worth" shall mean as of the date of any
determination thereof the amount of the par or stated value of all
outstanding capital stock, capital surplus, and retained earnings of the
Company and its Restricted Subsidiaries, net of all cumulative foreign
currency translation adjustments and contingent compensation adjustments
determined on a consolidated basis in accordance with GAAP; provided
that 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 Net Worth.
ARTICLE 2. MISCELLANEOUS
Section 2.1. 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 2.2. 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 2.3. 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 2.4. 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 2.5. 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________________________________
Its
This Second Amendment to Note Agreements is accepted and agreed to as
of the day and year first above written.
NATIONWIDE LIFE INSURANCE COMPANY
By__________________________________
Its
This Second Amendment to Note Agreements is accepted and agreed to as
of the day and year first above written.
EMPLOYERS LIFE INSURANCE COMPANY OF
WAUSAU
By___________________________________
Its
This Second Amendment to Note Agreements is accepted and agreed to as
of the day and year first above written.
GREAT-WEST LIFE & ANNUITY INSURANCE
COMPANY
By_____________________________________
Its
By_____________________________________
Its
SCHEDULE I
OUTSTANDING
PRINCIPAL AMOUNT
OF NOTES
Nationwide Life Insurance Company $27,000,000
Employers Life Insurance Company of Wausau $3,000,000
Great-West Life & Annuity Insurance Company $15,000,000
-----------
TOTAL $45,000,000
