Exhibit 10.1
IRON AGE CORPORATION
Xxxxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
October 24, 2003
Xxxxx Fargo Foothill, Inc.
Xxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Vice President
Re: Loan and Security Agreement
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Ladies and Gentlemen:
Reference is made to the Loan and Security Agreement, dated as of
September 23, 2002, as amended by the First Amendment to the Loan and Security
Agreement and Limited Waiver dated as of May 12, 2003 (the "First Amendment"),
the Letter Agreement dated May 29, 2003, the Letter Agreement dated June 26,
2003 (the "June Letter Agreement"), and the Letter Agreement dated as of August
25, 2003 (as so amended and modified, the "Loan Agreement"), each by and among,
on the one hand, the lenders identified on the signature pages thereof (such
lenders, together with their respective successors and assigns, are referred to
hereinafter each individually as a "Lender" and collectively as the "Lenders"),
and Xxxxx Fargo Foothill, Inc., a California corporation formerly known as
Foothill Capital Corporation, as the arranger and administrative agent for the
Lenders (the "Agent"), and, on the other hand, Iron Age Corporation, a Delaware
corporation ("Iron Age"), Falcon Shoe Mfg. Co., a Maine corporation (together
with Iron Age, each individually a "Borrower" and collectively, jointly and
severally, as "Borrowers"), and Iron Age Holdings Corporation, a Delaware
corporation ("Parent"). All capitalized terms used herein and not otherwise
defined herein are used herein as defined in the Loan Agreement.
Iron Age has (a) notified the Agent of its intention to consummate a
restructuring plan (the "Note Restructuring") that would include, among other
things, the offering of securities of a newly formed direct Subsidiary of the
Parent in exchange for all of the Parent Notes and Iron Age Notes (the "Exchange
Offer") and (b) requested that the Agent and the Lenders extend the Waiver
Period under the First Amendment, as amended by the June Letter Agreement, to
facilitate the consummation of the Note Restructuring.
In consideration of such request, the parties hereto hereby agree as
follows:
1. Waiver Period. Subject to the terms and conditions set
forth herein, Section 9(b) of the First Amendment, as amended by the June Letter
Agreement, is hereby amended by replacing "October 31, 2003" in clause (i)
therein with "the later of (x) November 30, 2003 and
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(y) December 5, 2003, provided that the Borrowers have provided to the Agent and
the Lenders, on or before November 30, 2003, agreements, in form and substance
reasonably satisfactory to the Agent and the Lenders, executed and delivered by
(1) the trustee under the Parent Note Indenture and by the holders of not less
than 76% of the total principal amount outstanding of the Parent Notes and (2)
the trustee under the Iron Age Note Indenture and by the holders of not less
than 76% of the total principal amount outstanding of the Iron Age Notes, in
each case, that neither such trustee nor such holders shall accelerate, or give
any notice of intent to accelerate, all or any portion of the Indebtedness under
the Parent Notes or the Iron Age Notes, as the case may be, or exercise any
other rights or remedies that it may have under the Parent Note Indenture or the
Iron Age Note Indenture, as the case may be, at law or otherwise, with respect
to any default existing or arising under the Parent Note Documents or the Iron
Age Note Documents, as the case may be, prior to December 10, 2003"
2. EVENT OF DEFAULT. IT WILL BE AN EVENT OF DEFAULT UNDER THE LOAN
AGREEMENT IF IRON AGE FAILS TO COMMENCE THE EXCHANGE OFFER ON OR BEFORE OCTOBER
31, 2003.
3. EXCHANGE OFFER.
(a) The Borrowers hereby agree to provide to the Agent and the
Lenders on or before November 21, 2003 (the "Tender Deadline") evidence
reasonably satisfactory to the Agent and the Lenders that holders of
100% of the Parent Notes and 98% of the Iron Age Notes required to
consummate the Note Restructuring have tendered or will tender their
notes in connection with the Exchange Offer.
(b) In the event that the Borrowers are unable to provide, on
or before the Tender Deadline, the evidence required by paragraph 3(a)
of this agreement, the Borrowers shall pay to the Agent for the account
of the Lenders a fee (the "Tender Fee") in the amount of 0.5% of the
sum of: (A) the outstanding Advances plus (B) the aggregate principal
amount of the Term Loan A outstanding plus (C) the aggregate principal
amount of the Term Loan B outstanding plus (D) the aggregate principal
amount of the Term Loan C outstanding (collectively, the "Outstanding
Amounts"). The Tender Fee shall be non-refundable, fully earned as of
the close of business on the date of the Tender Deadline and payable on
the Business Day following the date of the Tender Deadline.
4. Additional Extensions of Waiver Period; Forbearance Fee. Any
additional extensions of the Waiver Period (as such term is amended by paragraph
1 of this agreement) to which the Agent and the Lenders consent (in their sole
discretion) will require the Borrowers to pay to the Agent for the account of
the Lenders a fee (each an "Additional Extension Fee") in the amount of 3.0% of
the Outstanding Amounts. Each such Additional Extension Fee shall be fully
earned, non-refundable and due and payable on the date of such extension of the
Waiver Period.
5. Limited Waiver. The Agent and the Lenders hereby waive during the
Waiver Period any Event of Default that would arise under Section 8.9 of the
Loan Agreement as a result of a breach by (a) the Parent of Section 6.01 of the
Parent Note Indenture and (b) Iron Age of Section 6.01 of the Iron Age Note
Indenture, in each case, by reason of the failure by such Person to make the
interest payment due under such Indenture Document on November 1, 2003
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(the "Additional Limited Waiver"). Upon expiration of the Waiver Period, the
Additional Limited Waiver shall automatically and without further action
terminate and be of no force and effect, it being understood and agreed that the
effect of such termination will be to permit the Agent and the Lenders to
exercise any and all of their rights and remedies immediately and at any time
and from time to time thereafter, including, without limitation, the right to
accelerate the Obligations and exercise any other remedies set forth in the Loan
Agreement, the other Loan Documents, applicable law and otherwise, in each case,
without any notice, passage of time or forbearance of any kind.
6. Exchange Offer and Note Restructuring. The Borrowers hereby (a)
acknowledge that the approval by the Agent and the Lenders of the Exchange Offer
and the Note Restructuring shall be subject to their reasonable satisfaction
with all definitive legal documentation to be executed and delivered in
connection therewith (including, without limitation, all conditions set forth
therein) and (b) agree to keep the Agent and the Lenders apprised of the status
of the Exchange Offer (including, without limitation, the percentage of the
principal amount outstanding of Parent Notes and Iron Age Notes tendered) at all
times during the Waiver Period.
7. REPRESENTATIONS AND WARRANTIES. EACH BORROWER HEREBY REPRESENTS AND
WARRANTS TO THE AGENT AND THE LENDERS AS FOLLOWS:
The representations and warranties contained in Section 5 of the Loan Agreement
and in each other Loan Document and certificate or other writing delivered to
the Agent or any Lender on or prior to the date hereof are true and correct in
all material respects on and as of the date hereof as though made on and as of
such date, except to the extent that such representations and warranties
expressly relate solely to an earlier date (in which case such representations
and warranties are true and correct in all material respects on and as of such
date).
No Default or Event of Default (other than the Existing Defaults) has occurred
and is continuing on the date hereof, or will result from this letter agreement
becoming effective in accordance with its terms.
8. EFFECTIVENESS. THIS LETTER AGREEMENT SHALL BECOME EFFECTIVE UPON
RECEIPT BY THE AGENT OF COUNTERPARTS OF THIS LETTER AGREEMENT FULLY EXECUTED BY
EACH OF THE LENDERS, THE BORROWERS AND THE GUARANTORS.
9. MISCELLANEOUS.
(a) Continued Effectiveness of the Loan Agreement. Except as
otherwise expressly provided herein, (i) the Loan Agreement and the
other Loan Documents are, and shall continue to be, in full force and
effect and are hereby ratified and confirmed in all respects, except
that on and after the date hereof (A) all references in the Loan
Agreement to "this Agreement", "hereto", "hereof", "hereunder" or words
of like import referring to the Loan Agreement shall mean the Loan
Agreement as amended by this letter agreement and (B) all references in
the other Loan Documents to the "Loan Agreement", "thereto", "thereof",
"thereunder" or words of like import referring to the Loan Agreement
shall mean the Loan Agreement as amended by this letter agreement, (ii)
to the extent that the Loan Agreement or any other Loan Document
purports to pledge to the Agent, or to grant to the Agent a security
interest in or lien on, any collateral as security for the Obligations,
such pledge or grant of a security interest or lien is hereby
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ratified and confirmed in all respects, and (iii) the execution,
delivery and effectiveness of this letter agreement shall not operate
as an amendment of any right, power or remedy of the Agent or the
Lenders under the Loan Agreement or any other Loan Document, nor
constitute an amendment of any provision of the Loan Agreement or any
other Loan Document.
No Waiver. Except as expressly set forth in Section 5 hereof, this letter
agreement is not a waiver of, or consent to, any Default or Event of Default now
existing or hereafter arising under the Loan Agreement or any other Loan
Document and the Agent and the Lenders expressly reserve all of their rights and
remedies under the Loan Agreement and the other Loan Documents, under applicable
law or otherwise.
Letter Agreement as Loan Document. Each Borrower hereby acknowledges and agrees
that this letter agreement constitutes a "Loan Document" under the Loan
Agreement. Accordingly, it shall be an Event of Default under the Loan Agreement
if any Borrower fails to perform, keep, or observe any term, provision,
condition, covenant, or agreement contained in this letter agreement or if any
representation or warranty made by any Borrower under or in connection with this
letter agreement shall have been untrue, false or misleading in any material
respect when made.
Release. For and in consideration of the agreements contained in this letter
agreement and other good and valuable consideration, the Borrowers and the
Guarantors (collectively, the "Releasors") unconditionally and irrevocably
release, waive and forever discharge the Agent, each Agent-Related Person, each
Lender and each Lender-Related Person, together with each of their respective
successors, assigns, subsidiaries, affiliates, agents and attorneys
(collectively, the "Released Parties"), from: (i) any and all liabilities,
obligations, duties, promises or indebtedness of any kind of the Released
Parties to the Releasors or any of them and (ii) all claims, offsets, causes of
action, suits or defenses of any kind whatsoever (if any), which the Releasors
or any of them might otherwise have against the Released Parties or any of them,
in either case (i) or (ii) on account of any condition, act, omission, event,
contract, liability, obligation, indebtedness, claim, cause of action, defense,
circumstance or matter of any kind (x) which existed, arose or occurred at any
time from the beginning of the world to the effective date of this letter
agreement or (y) which could hereafter arise as a result of the execution of (or
the observance of the terms of) this letter agreement, the Loan Agreement or any
of the other Loan Documents.
Counterparts. This letter agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of
this letter agreement by telefacsimile or electronic mail shall be equally as
effective as delivery of an original executed counterpart of this letter
agreement.
Governing Law. This letter agreement shall be governed by, and construed in
accordance with, the law of the State of New York.
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This letter agreement (a) supersedes all prior discussions, agreements,
commitments, arrangements, negotiations or understandings, whether oral or
written, of the parties with respect thereto, (b) shall be binding upon the
parties and their respective successors and assigns, and (c) may not be relied
upon or enforced by any other person or entity. If this letter agreement becomes
the subject of a dispute, each of the parties hereto hereby waives trial by
jury. This letter agreement may be amended, modified or waived only in a writing
signed by the parties hereto.
Very truly yours,
IRON AGE CORPORATION
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: CFO
FALCON SHOE MFG. CO.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Treasurer
Consented to and agreed
as of the date first above written:
IRON AGE HOLDINGS CORPORATION
By: /s/ Xxxx X. Xxxxxx
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Name Xxxx X. Xxxxxx
Title: CFO
IRON AGE INVESTMENT COMPANY
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: President
IA VISION ACQUISITION, CO.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: VP & Treasurer
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Agreed and accepted as of the date first above written:
XXXXX FARGO FOOTHILL, INC.,
as Agent and Lender
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: VP
CREDIT SUISSE FIRST BOSTON INTERNATIONAL,
as a Lender
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: VP
H/Z ACQUISITION PARTNERS, LLC,
as a Lender
By: Highbridge/Xxxxx Capital Management, LLC
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Managing Principal
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