EXHIBIT 10.71
FOOTHILL CAPITAL CORPORATION
Xxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxxxxxxx 00000
May 29, 2003
Iron Age Corporation
Xxxxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Chief Financial Officer
Re: Loan and Security Agreement
Ladies and Gentlemen:
Reference is made to the Loan and Security Agreement, dated as of
September 23, 2002, as amended by the First Amendment and Limited Waiver dated
as of May 12, 2003 (as amended, the "Loan Agreement"), 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 Foothill Capital Corporation, a California corporation, as the arranger and
administrative agent for the Lenders ("Agent"), and, on the other hand, Iron Age
Corporation, a Delaware corporation ("Iron Age"), Falcon Shoe Mfg. Co., a Maine
corporation ("Falcon" and 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.
The Parent has (a) notified the Agent that the Borrowers (i) have
failed to deliver to the Agent and the Lenders a Budget on or prior to May 23,
2003, in accordance with Section 6.18 of the Loan Agreement and (ii) will fail
to maintain Excess Availability of not less than $3,000,000 at the end of each
week during the Waiver Period (as defined in the First Amendment), in accordance
with Section 7.20(d) of the Loan Agreement, and (b) requested that the Agent and
the Lenders waive any Event of Default that would otherwise arise as a result of
each such noncompliance.
In consideration of such request, the Agent and the Lenders hereby
waive any Event of Default that would otherwise arise under Section 8.2 of the
Loan Agreement by reason of the Borrowers' failure to (a) deliver a Budget to
the Agent and the Lenders on or before May 23, 2003, in accordance with Section
6.18 of the Loan Agreement, provided that the Borrowers deliver such Budget to
the Agent and the Lenders on or before May 29, 2003, and (b) maintain Excess
Availability of not less than $3,000,000 at the end of each week during the
Waiver Period, in accordance with Section 7.20(d) of the Loan Agreement,
provided that the Borrowers
Iron Age Corporation
May 29, 2003
Page 2
maintain Excess Availability of not less than $2,500,000 at the end of each
week during the Waiver Period.
Further to the waiver set forth in clause (a) of the immediately
preceding paragraph, all references to "May 23, 2003" in the following
provisions of the Loan Agreement shall be deemed to be references to "the date
on which the Borrowers deliver the Budget to the Agent and the Lenders pursuant
to Section 6.18":
(a) clause (iii) of the first sentence of Section 2.1(a);
(b) subclause (D) of the first sentence of clause (i) of
Section 2.3(i);
(c) subclause (B) of clause (i) of the fourth sentence of
Section 2.12(a); and
(d) Section 7.20(e).
This letter agreement (a) shall become effective as of the date set
forth above when signed by the Agent and each Lender and accepted by the
Borrowers and the Guarantors, (b) shall be effective only in this specific
instance and for the specific purposes set forth herein, and (c) does not allow
for any other or further departure from the terms and conditions of the Loan
Agreement or any other Loan Document, which terms and conditions shall continue
in full force and effect.
Except as expressly set forth in this letter agreement, the Agent and
the Lenders have not waived, are not waiving, and have no present intention of
waiving, any Events of Default which may be continuing on the date hereof or any
Events of Default which may occur after the date hereof, and nothing contained
herein shall be deemed or constitute any such waiver. Accordingly, the Agent and
the Lenders reserve the right, in their discretion, to exercise any or all
rights or remedies under the Loan Agreement, the other Loan Documents,
applicable law and otherwise, as a result of any Events of Default which may be
continuing on the date hereof or any Events of Default which may occur after the
date hereof, and the Agent and the Lenders have not waived any of such rights or
remedies and nothing in this letter agreement, and no delay on the Agent's and
the Lenders' part in exercising such rights or remedies, should be construed as
a waiver of any such rights or remedies.
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Iron Age Corporation
May 29, 2003
Page 3
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 governed by the law
of the State of New York, without giving effect to the conflict of laws
provisions thereof, (c) shall be binding upon the parties and their respective
successors and assigns, (d) may not be relied upon or enforced by any other
person or entity, and (e) may be signed in multiple counterparts, each of which
shall be deemed an original and all of which together shall constitute one and
the same instrument, with delivery of an executed counterpart of this letter
agreement by telefacsimile being equally as effective as delivery of an original
executed counterpart of this letter agreement. 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,
FOOTHILL CAPITAL CORPORATION,
as Agent and Lender
By:
---------------------------------
Name:
Title:
Consented to and Agreed
as of the date first above written:
CREDIT SUISSE FIRST BOSTON,
as a Lender
By:
--------------------------------------
Name:
Title:
HIGHBRIDGE/XXXXX ACQUISITION PARTNERS, LLC,
as a Lender
By:
--------------------------------------
Name:
Title:
Iron Age Corporation
May 29, 2003
Page 4
Acknowledged and Accepted
as of the date first above written:
IRON AGE CORPORATION
By:
--------------------------------------
Name:
Title:
FALCON SHOE MFG. CO.
By:
--------------------------------------
Name:
Title:
IRON AGE HOLDINGS CORPORATION,
as Guarantor
By:
--------------------------------------
Name:
Title:
IRON AGE INVESTMENT COMPANY
By:
--------------------------------------
Name:
Title:
IA VISION ACQUISITION, CO.
By:
--------------------------------------
Name:
Title:
