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EXHIBIT 10.4
AMENDMENT NO. 3 TO CREDIT AGREEMENT
This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this "Amendment")
dated as of July 20, 2000 (the "Effective Date") is made among RAWLINGS SPORTING
GOODS COMPANY, INC., a Delaware corporation ("Borrower"); the other Credit
Parties signatory to the hereinafter defined Credit Agreement; GENERAL ELECTRIC
CAPITAL CORPORATION, a New York corporation (in its individual capacity, "GE
Capital"), for itself, as Lender, and as Agent for Lenders ("Agent"), and the
other Lenders signatory to the hereinafter defined Credit Agreement.
RECITALS
A. Agent, Lenders and Credit Parties are party to that certain Credit
Agreement dated as of December 28, 1999 (as amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement").
B. On and subject to the terms and conditions hereof, Agent, Lenders
and Credit Parties wish to amend certain provisions of the Credit Agreement.
C. This Amendment shall constitute a Loan Document and these Recitals
shall be construed as part of this Amendment; capitalized terms used herein
without definition are so used as defined in Annex A to the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, the parties hereto agree as follows:
1. Amendment. Subject to the conditions precedent set forth in
Section 3 hereof, the Credit Agreement is hereby amended as follows:
(a) Section 1.1 of the Credit Agreement is amended by deleting each
reference in Section 1.1(d) to "Term Loan," "Term Loan Commitment," "Term Note"
and "Term Notes," replacing each such reference with a reference to "Term Loan
A," "Term Loan A Commitment," "Term A Note" and "Term A Notes," respectively and
adding the following new Section 1.1(e):
"(e) Term Loan B.
(i) Subject to the terms and conditions hereof, each Lender
agrees to make a term loan on July 20, 2000 to Borrower (the "Term Loan
B" and together with Term Loan A, the "Term Loan") in the original
principal amount of its Term Loan B Commitment. The obligations of each
Lender hereunder shall be several and not joint. The Term Loan B shall
be evidenced by promissory notes
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substantially in the form of Exhibit 1.1(e) (each a "Term B Note,"
collectively the "Term B Notes" and together with the Term A Notes,
the "Term Notes"), and Borrower shall execute and deliver a Term B
Note to each Lender. Each Term B Note shall represent the obligation
of Borrower to pay the amount of the applicable Lender's Term Loan B
Commitment, together with interest thereon as prescribed in Section
1.5.
(ii) Borrower shall pay the principal amount of the Term
Loan B in fifty-two (52) consecutive monthly installments of
$89,285.74 on the first day of each calendar month, commencing August
1, 2000, and a final installment on December 1, 2004 of $2,857,141.52
or such other amount as may be then outstanding. Notwithstanding the
foregoing, the aggregate outstanding principal balance of the Term
Loan B shall be due and payable in full in immediately available funds
on the Commitment Termination Date, if not sooner paid in full. Each
payment of principal with respect to the Term Loan B shall be paid to
Agent for the ratable benefit of each Lender, ratably in proportion to
each such Lender's respective Term Loan B Commitment."
(b) Section 1.3(c) of the Credit Agreement is amended by inserting the
number (i) immediately prior to the first sentence, deleting each reference in
such Section to "the Term Loan" and replacing each such reference with a
reference to "Term Loan A" and then adding the following paragraphs immediately
following such Section:
"(ii) Notwithstanding anything contained in
Section 1.3(c)(i), any prepayment made by Borrower made only as a
result of the sale of the distribution center located at 0000 Xxxxxxxx
Xxxx. Xxxxxxxxxx, Xxxxxxxx shall be applied as follows: first, to Fees
and reimbursable expenses of Agent then due and payable pursuant to
any of the Loan Documents; second, seventy-five percent (75%) of such
proceeds to Term Loan A in the following order: (i) to interest then
due and payable on Term Loan A, (ii) to prepay the scheduled
installments on the Term Loan A in inverse order of maturity, until
such Loan shall have been prepaid in full; and third, twenty-five
percent (25%) of such proceeds to the Swing Line Loan and Revolving
Credit Advances in the following order: (i) to interest then due and
payable on the Swing Line Loan, (ii) to the principal balance of the
Swing Line Loan until the same shall have been repaid in full, (iii)
to interest then due and payable on the Revolving Credit Advances,
(iv) to the outstanding principal balance of Revolving Credit Advances
until the same shall have been paid in full; and (v), to any Letter of
Credit Obligations, to provide cash collateral therefor in the manner
set forth in Annex B, until all such Letter of Credit Obligations have
been fully cash collateralized in the manner set forth in Annex B.
Neither the Revolving Loan Commitment nor the Swing Line Commitment
shall be permanently reduced by the amount of any such prepayments.
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(iii) Notwithstanding anything contained in
Section 1.3(c)(i), any prepayment made by Borrower made at a time when
Term Loan A has been repaid in full shall be applied as follows:
first, to Fees and reimbursable expenses of Agent then due and payable
pursuant to any of the Loan Documents; second, fifty percent (50%) of
such proceeds to Term Loan B in the following order: (i) to interest
then due and payable on Term Loan B, (ii) to prepay the scheduled
installments on Term Loan B in inverse order of maturity, until such
Loan shall have been prepaid in full; and third, fifty percent (50%)
of such proceeds to the Swing Line Loan and Revolving Credit Advances
in the following order: (i) to interest then due and payable on the
Swing Line Loan, (ii) to the principal balance of the Swing Line Loan
until the same shall have been repaid in full, (iii) to interest then
due and payable on the Revolving Credit Advances, (iv) to the
outstanding principal balance of Revolving Credit Advances until the
same shall have been paid in full; and (v) to any Letter of Credit
Obligations, to provide cash collateral therefor in the manner set
forth in Annex B, until all such Letter of Credit Obligations have
been fully cash collateralized in the manner set forth in Annex B.
Neither the Revolving Loan Commitment nor the Swing Line Commitment
shall be permanently reduced by the amount of any such prepayments."
(c) Section 1.5(a) of the Credit Agreement is amended by deleting
clause (iii) of such Section and the word "and" immediately before such clause
(iii) and replacing such language with the following:
"(iii) with respect to the Term Loan A, the Index Rate plus
the Applicable Term Loan A Index Margin per annum or, at the election
of the Borrower, the applicable LIBOR Rate plus the Applicable Term
Loan A LIBOR Margin per annum; and (iv) with respect to the Term Loan
B, the Index Rate plus the Applicable Term Loan B Index Margin per
annum or, at the election of the Borrower, the applicable LIBOR Rate
plus the Applicable Term Loan B LIBOR Margin per annum."
(d) Section 1.5(a) of the Credit Agreement is further amended by
deleting the first sentence of the second paragraph of such Section and
replacing such sentence with the following sentence:
"The Applicable Term Loan A Index Margin, the Applicable Term
Loan A LIBOR Margin, the Applicable Term Loan B Index Margin and the
Applicable Term Loan B LIBOR Margin will be 1.00%, 2.50%, 1.25% and
2.75% per annum, respectively, as of the date of Amendment No. 3 to the
Agreement."
(e) Section 1.5(a) of the Credit Agreement is further amended by
deleting the second grid set forth in such Section and replacing it with the
following grid:
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"APPLICABLE MARGINS
LEVEL I LEVEL II
------- --------
Applicable Index Margin 0.75% 0.50%
Applicable LIBOR Margin 2.25% 2.00%
Applicable Term Loan A Index Margin 1.00% 0.75%
Applicable Term Loan A LIBOR Margin 2.50% 2.25%
Applicable Term Loan B Index Margin 1.25% 1.00%
Applicable Term Loan B LIBOR Margin 2.75% 2.50%
Applicable L/C Margin 2.25% 2.00%
Applicable Unused Line Fee Margin 0.50% 0.50%"
(f) The following new definitions are inserted into Annex A to the
Credit Agreement in appropriate alphabetical order:
""Applicable Term Loan A Index Margin" shall mean the
per annum interest rate from time to time in effect and payable in
addition to the Index Rate applicable to the Term Loan A, as determined
by reference to Section 1.5(a) of the Agreement.
"Applicable Term Loan A LIBOR Margin" shall mean the
per annum interest rate from time to time in effect and payable in
addition to the LIBOR Rate applicable to the Term Loan A, as determined
by reference to Section 1.5(a) of the Agreement.
"Applicable Term Loan B Index Margin" shall mean the
per annum interest rate from time to time in effect and payable in
addition to the Index Rate applicable to the Term Loan B, as determined
by reference to Section 1.5(a) of the Agreement.
"Applicable Term Loan B LIBOR Margin" shall mean the
per annum interest rate from time to time in effect and payable in
addition to the LIBOR Rate applicable to the Term Loan B, as determined
by reference to Section 1.5(a) of the Agreement.
"Commitments" shall mean (a) as to any Lender, the
aggregate of such Lender's Revolving Loan Commitment (including without
duplication the Swing Line Lender's Swing Line Commitment as a subset
of its Revolving Loan Commitment), Term Loan A Commitment and Term Loan
B Commitment as set forth on Annex J to the Agreement or in the most
recent Assignment Agreement executed by such Lender and (b) as to all
Lenders, the aggregate of all Lenders' Revolving Loan Commitments
(including without duplication the Swing Line Lender's Swing Line
Commitment as a subset of its Revolving Loan Commitment), Term Loan A
Commitments and Term Loan B Commitments, which aggregate commitment
shall be Seventy Five Million Dollars
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($75,000,000) on the Closing Date, as to each of clauses (a) and (b),
as such Commitments may be reduced, amortized or adjusted from time to
time in accordance with the Agreement.
"Term A Note" shall have the meaning assigned to it
in Section 1.1(d)(i).
"Term B Note" shall have the meaning assigned to it
in Section 1.1(e)(i).
"Term Loan A" shall have the meaning assigned to it
in Section 1.1(d)(i).
"Term Loan A Commitment" shall mean (a) as to any
Lender, the commitment of such Lender to make its Pro Rata Share of the
Term Loan A as set forth on Annex J to the Agreement or in the most
recent Assignment Agreement executed by such Lender, and (b) as to all
Lenders, the aggregate commitment of all Lenders to make the Term Loan
A, which aggregate commitment shall be Two Million Five Hundred
Thousand Dollars ($2,500,000) on the date of Amendment No. 3 to the
Agreement, as to each of clauses (a) and (b), as such Term Loan A
Commitments may be reduced, amortized or adjusted from time to time in
accordance with the Agreement.
"Term Loan B" shall have the meaning assigned to it
in Section 1.1(e)(i).
"Term Loan B Commitment" shall mean (a) as to any
Lender, the commitment of such Lender to make its Pro Rata Share of the
Term Loan B as set forth on Annex J to the Agreement or in the most
recent Assignment Agreement executed by such Lender, and (b) as to all
Lenders, the aggregate commitment of all Lenders to make the Term Loan
B, which aggregate commitment shall be Seven Million Five Hundred
Thousand Dollars ($7,500,000) on the date of Amendment No. 3 to the
Agreement, as to each of clauses (a) and (b), as such Term Loan B
Commitments may be reduced, amortized or adjusted from time to time in
accordance with the Agreement.
"Term Notes" shall have the meaning assigned to it in
Section 1.1(e)(i)."
(g) The following definitions contained in Annex A to the Credit
Agreement are deleted and replaced in their entirety with the following
definitions:
""Applicable Margins" means collectively the
Applicable L/C Margin, the Applicable Unused Line Fee Margin, the
Applicable Index Margin, the Applicable Term Loan A Index Margin, the
Applicable Term Loan B Index
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Margin, the Applicable LIBOR Margin, the Applicable Term Loan A LIBOR
Margin and the Applicable Term Loan B Margin.
"Revolving Loan Commitment" shall mean (a) as to any
Lender, the aggregate commitment of such Lender to make Revolving
Credit Advances (including without duplication Swing Line Advances as a
subset of the Swing Line Lender's Revolving Loan Commitment) and/or
incur Letter of Credit Obligations as set forth on Annex J to the
Agreement or in the most recent Assignment Agreement executed by such
Lender and (b) as to all Lenders, the aggregate commitment of all
Lenders to make Revolving Credit Advances (including without
duplication Swing Line Advances as a subset of the Swing Line Lender's
Revolving Loan Commitment) and/or incur Letter of Credit Obligations,
which aggregate commitment shall be Sixty Five Million Dollars
($65,000,000) on the date of Amendment No. 3 to this Agreement, as such
amount may be adjusted, if at all, from time to time in accordance with
the Agreement.
"Term Loan" shall have the meaning assigned to it in
Section 1.1(e)(i)."
(h) The definition of "Borrowing Base" contained in Annex A to the
Credit Agreement is amended by deleting clause (c) thereof in its entirety and
replacing such clause (c) with the following:
(c) during an Overadvance Period, the amount set forth below
opposite such Overadvance Period:
"Overadvance Period Commencing Amount
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November 1, 2000 $4,000,000
November 1, 2001 $3,000,000
November 1, 2002 $2,000,000
November 1, 2003 $1,000,000
November 1, 2004 $ 0"
(i) The definitions of "Applicable Term Loan Index Margin," "Applicable
Term Loan LIBOR Margin," "Term Loan Commitment" and "Term Note" contained in
Annex A to the Credit Agreement are deleted in their entirety.
(j) Annex G to the Credit Agreement is amended by deleting paragraph
(b) thereof in its entirety and replacing such paragraph with the following
paragraph:
"(b) Minimum Fixed Charge Coverage Ratio. Borrower
and its Subsidiaries shall have on a consolidated basis at the
end of each Fiscal Quarter set forth below, a Fixed Charge
Coverage Ratio for the 12-month
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period then ended (or with respect to the Fiscal Quarters
ending on or before November 30, 2000, the period commencing
on December 1, 1999 and ending on the last day of such
Fiscal Quarter) of not less than the following:
Fiscal Quarter Fixed Charge Coverage Ratio
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Fourth Fiscal Quarter of Fiscal Year 2000 1.00 to 1.00
First Fiscal Quarter of Fiscal Year 2001 1.10 to 1.00
Second Fiscal Quarter of Fiscal Year 2001 1.10 to 1.00
Third Fiscal Quarter of Fiscal Year 2001 1.10 to 1.00
Fourth Fiscal Quarter of Fiscal Year 2001 1.10 to 1.00
First Fiscal Quarter of Fiscal Year 2002 1.15 to 1.00
Second Fiscal Quarter of Fiscal Year 2002 1.15 to 1.00
Third Fiscal Quarter of Fiscal Year 2002 1.15 to 1.00
Fourth Fiscal Quarter of Fiscal Year 2002 1.15 to 1.00
First Fiscal Quarter of Fiscal Year 2003 1.20 to 1.00
Second Fiscal Quarter of Fiscal Year 2003 1.20 to 1.00
Third Fiscal Quarter of Fiscal Year 2003 1.20 to 1.00
Fourth Fiscal Quarter of Fiscal Year 2003 1.20 to 1.00
First Fiscal Quarter of Fiscal Year 2004
and each Fiscal Quarter thereafter 1.25 to 1.00
Notwithstanding the foregoing, Borrower and its Subsidiaries
shall have on a consolidated basis at the end of any Fiscal
Quarter after each of the Term Loan A and the Term Loan B has
been repaid in full, a Fixed Charge Coverage Ratio for the
12-month period then ended of not less than 1.00:1.00."
(k) Annex J to the Credit Agreement is deleted in its entirety
and replaced by Annex J attached hereto.
(l) Exhibit 1.1(d) to the Credit Agreement is deleted in its
entirety and replaced by Exhibit 1.1(d) attached hereto.
(m) Exhibit 1.1(e) is added to the Credit Agreement in the form
of Exhibit 1.1(e) attached hereto.
2. Representations and Warranties. As of the date hereof, Credit
Parties hereby jointly and severally represent and warrant to Agent and Lenders
as follows:
(a) After giving effect to this Amendment and the transactions
contemplated hereby (i) no Default or Event of Default shall have
occurred or be continuing and (ii) the representations and warranties
of Credit Parties contained in the Loan Documents shall be true,
accurate and complete in all respects on and
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as of the date hereof to the same extent as though made on and as of
such date, except to the extent such representations and warranties
specifically relate to an earlier date.
(b) The execution, delivery and performance, as the case may
be, by each Credit Party of this Amendment and the other documents and
transactions contemplated hereby are within each Credit Party's
corporate powers, have been duly authorized by all necessary corporate
action (including, without limitation, all necessary shareholder
approval) of each Credit Party, have received all necessary
governmental approvals, and do not and will not contravene or conflict
with any provision of law applicable to any Credit Party, the
certificate or articles of incorporation or bylaws of any Credit Party,
or any order, judgment or decree of any court or other agency of
government or any contractual obligation binding upon any Credit Party.
(c) This Amendment, the Credit Agreement and each other Loan
Document is the legal, valid and binding obligation of each Credit
Party enforceable against each Credit Party in accordance with its
respective terms, except to the extent enforceability is limited by
bankruptcy, insolvency or similar laws affecting the rights of
creditors generally or by application of general principles of equity.
3. Conditions. This Amendment shall become effective as of the
Effective Date, provided that as of the Effective Date (except as otherwise
noted) each of the following items shall have been received by Agent or
satisfied, as the case may be, all in form and substance satisfactory to Agent:
(a) Amendment. This Amendment, duly executed by each Credit
Party, Agent and each Lender.
(b) Fees, Costs and Expenses. Agent shall have received (at
Agent's option, by payment or as a charge against the Revolving Loan)
an amendment fee equal to $18,750, for the ratable benefit of the
Lenders, and reimbursement of the amounts payable by Agent to its legal
counsel for the reasonable legal fees of such counsel, and the costs
and expenses incurred by such counsel, in respect of the preparation
and negotiation of this Amendment and the other documents executed in
connection herewith and LaSalle Bank National Association, as Lender,
shall have received from Borrower the amounts separately agreed to be
paid by Borrower.
(c) Term Notes. Duly executed originals of the Term Notes for
each Lender, dated as of the Effective Date.
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(d) Revolving Notes. Duly executed originals of the Revolving
Notes, reflecting the revised Revolving Loan Commitment for each
Lender, dated as of the Effective Date.
4. Effect on Loan Documents. This Amendment is limited to the specific
purpose for which it is granted and, except as specifically set forth above (a)
shall not be construed as a consent, waiver, amendment or other modification
with respect to any term, condition or other provision of any Loan Document and
(b) each of the Loan Documents shall remain in full force and effect and are
each hereby ratified and confirmed.
5. Successors and Assigns. This Amendment shall be binding on and shall
inure to the benefit of Credit Parties, Agent, Lenders and their respective
successors and assigns; provided that no Credit Party may assign its rights,
obligations, duties or other interests hereunder without the prior written
consent of Agent and Lenders. The terms and provisions of this Amendment are for
the purpose of defining the relative rights and obligations of Credit Parties,
Agent and Lenders with respect to the transactions contemplated hereby and there
shall be no third party beneficiaries of any of the terms and provisions of this
Amendment.
6. Entire Agreement. This Amendment, including all documents attached
hereto, incorporated by reference herein or delivered in connection herewith,
constitutes the entire agreement of the parties with respect to the subject
matter hereof and supersedes all other understandings, oral or written, with
respect to the subject matter hereof.
7. Incorporation of Credit Agreement. The provisions contained in
Sections 11.9 and 11.13 of the Credit Agreement are incorporated herein by
reference to the same extent as if reproduced herein in their entirety with
respect to this Amendment.
8. Acknowledgment. Each Credit Party hereby represents and warrants
that there are no liabilities, claims, suits, debts, liens, losses, causes of
action, demands, rights, damages or costs, or expenses of any kind, character or
nature whatsoever, known or unknown, fixed or contingent (collectively, the
"Claims"), which any Credit Party may have or claim to have against Agent or any
Lender, or any of their respective affiliates, agents, employees, officers,
directors, representatives, attorneys, successors and assigns (collectively, the
"Lender Released Parties"), which might arise out of or be connected with any
act of commission or omission of the Lender Released Parties existing or
occurring on or prior to the date of this Amendment, including, without
limitation, any Claims arising with respect to the Obligations or any Loan
Documents. In furtherance of the foregoing, each Credit Party hereby releases,
acquits and forever discharges the Lender Released Parties from any and all
Claims that any Credit Party may have or claim to have, relating to or arising
out of or in connection with the Obligations or any Loan Documents or any other
agreement or transaction contemplated thereby or any action taken in connection
therewith from the beginning of time up to and including the date of
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the execution and delivery of this Amendment. Each Credit Party further agrees
forever to refrain from commencing, instituting or prosecuting any lawsuit,
action or other proceeding against any Lender Released Parties with respect to
any and all Claims which might arise out of or be connected with any act of
commission or omission of the Lender Released Parties existing or occurring on
or prior to the date of this Amendment, including, without limitation, any
Claims arising with respect to the Obligations or any Loan Documents.
9. Captions. Section captions used in this Amendment are for
convenience only, and shall not affect the construction of this Amendment.
10. Severability. Whenever possible each provision of this Amendment
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Amendment shall be prohibited by or
invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Amendment.
11. Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument. Delivery of an
executed counterpart of a signature page to this Amendment by telecopy shall be
effective as delivery of a manually executed counterpart of this Amendment.
[signature page follows]
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IN WITNESS WHEREOF, this Amendment No.3 to Credit Agreement
has been duly executed and delivered as of the day and year first above written.
above.
RAWLINGS SPORTING GOODS
COMPANY, INC.
By:
--------------------------------
Title:
------------------------------
RAWLINGS CANADA,
INCORPORATED
By:
--------------------------------
Title:
------------------------------
RAWLINGS DE COSTA RICA, S.A.
By:
--------------------------------
Title:
------------------------------
GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent and Lender
By:
--------------------------------
Title: Duly Authorized Signatory
LASALLE BANK NATIONAL ASSOCIATION,
as Lender
By:
--------------------------------
Title:
------------------------------
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Annex J to Amendment No. 3 to Credit Agreement
ANNEX J
(FROM ANNEX A -DEFINITIONS OF REVOLVING LOAN COMMITMENT, TERM
LOAN A COMMITMENT, TERM LOAN B COMMITMENT AND SWING LINE COMMITMENT)
TO
CREDIT AGREEMENT
Revolving Loan Term Loan A Term Loan B Total
Lender Commitment Commitment Commitment Commitment
------ -------------- ------------ ----------- ----------
General Electric $43,333,333.33 $1,666,666.67 $5,000,000.00 $50,000,000.00
Capital Corporation
LaSalle Bank National $21,666,666.67 $ 833,333.33 $2,500,000.00 $25,000,000.00
Association
Total $65,000,00.000 $2,500,000.00 $7,500,000.00 $75,000,000.00
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