Exhibit 10.2
FOURTH AMENDMENT TO CREDIT AGREEMENT
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THIS FOURTH AMENDMENT to Credit Agreement (the "Amendment") is made as
of this 30th day of August, 1996, by and among Converse Inc. ("Borrower"), BT
Commercial Corporation, as Agent in such capacity, ("Agent"), BT Commercial
Corporation (in its capacity as lender, "BTCC"), The Bank of New York Commercial
Corporation ("Bank of New York"), Fleet Bank of Massachusetts, N.A. ("Fleet"),
Xxxxxx Trust and Savings Bank ("Xxxxxx"), Xxxxxx Financial, Inc. ("Xxxxxx"),
LaSalle National Bank ("LaSalle"), Nationsbank of Texas, N.A. ("Nationsbank"),
Sanwa Business Credit Corporation ("Sanwa"), Fleet Capital Corporation ("Fleet
Capital"), and First Source Financial LLP ("First Source"), (BTCC, Bank of New
York, Fleet, Harris, Heller, LaSalle, Nationsbank, Sanwa, Fleet Capital and
First Source, herein collectively referred to as "Lenders").
W I T N E S S E T H:
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WHEREAS, Borrower, Agent and Lenders are parties to that certain
Credit Agreement dated as of November 17, 1994, as amended by that certain First
Amendment to Credit Agreement dated as of May 18, 1995, that certain Second
Amendment to Credit Agreement dated as of November 13, 1995 and that certain
Third Amendment to Credit Agreement dated as of February 29, 1996 (collectively,
the "Credit Agreement"); and
WHEREAS, Borrower has requested that Agent and Lenders provide for
certain amendments to the Credit Agreement, as more fully set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the adequacy of which is
hereby acknowledged, and subject to the terms and conditions hereof, the parties
hereto agree as follows:
1 . DEFINITIONS. Unless otherwise defined herein, all capitalized terms
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shall have the meaning given to them in the Credit Agreement.
2 . AMENDMENTS TO CREDIT AGREEMENT.
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.1 The defined term "BORROWING BASE", which appears in Section 1.1 of the
Credit Agreement is hereby amended by deleting the phrase "thirty
percent (30%) of the then Eligible Retail Inventory, but in any event
not more than $2,500,000," in subclause (B)(ii)(2) and inserting the
following in lieu thereof:
"fifty percent (50%) of the then Eligible Retail Inventory, but
in any event not more than $5,000,000"
and also by deleting the phrase "May, June and July of each year" in
the proviso of clause (B) and inserting the phrase "May through and
including November in 1996 and May, June and July of every year
thereafter" in lieu thereof.
.2 Section 7.7 of the Credit Agreement is hereby amended by deleting the
phrase " ".93 to 1 for the nine month period ending September 30,
1996; (E)" and relettering clause "(F)", clause "(E)".
.3 Section 7.19 of the Credit Agreement is hereby amended after the
phrase "at the end of any calendar quarter commencing March 31, 1996"
in the second and third lines by inserting the parenthetical "(other
than the calendar quarter ending September 30, 1996)" and in the table
listing Projected Net Income Amounts by deleting the reference to
calendar quarter September 30 and the corresponding figure,
"$1,101,000."
.4 Section 7.20 of the Credit Agreement is hereby amended by deleting
such Section in its entirety and inserting the following in lieu
thereof:
"7.20 MINIMUM EBITDA. Borrower shall not permit its EBITDA to
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be an amount less than $1,500,000 for the three month period
ending September 30, 1996."
3 . AMENDMENT FEE. The effectiveness of the amendments herein
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contained is expressly conditioned upon the payment by Borrower, on the date
hereof, to Agent for the benefit of the Lenders, of an Amendment Fee in an
amount equal to $75,000.
4 . REAFFIRMATION BY BORROWER. Borrower hereby represents and warrants
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to Agent and Lenders that (i) the representations and warranties set forth in
Section 5 of the Credit Agreement are true and correct on and as of the date
hereof, except to the extent (a) that any such representations or warranties
relate to a specific date, or (b) of changes thereto as a result of transactions
for which Agent and Lenders have granted their consent; (ii) Borrower is on the
date hereof in compliance with all of the terms and provisions set forth in the
Credit Agreement as hereby amended; and (iii) upon execution hereof no Default
or Event of Default has occurred and is continuing or has not previously been
waived.
5 . FULL FORCE AND EFFECT. Except as herein amended, the Credit
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Agreement and all other Credit Documents shall remain in full force and effect.
6 . COUNTERPARTS. This Amendment may be executed in two or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same document.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the
day and year specified above.
BORROWER:
CONVERSE INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: Senior Vice President
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AGENT:
BT COMMERCIAL CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
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Title: Senior Vice President
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LENDERS:
BT COMMERCIAL CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
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Title: Senior Vice President
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THE BANK OF NEW YORK
COMMERCIAL CORPORATION
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
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Title: Vice President
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FLEET BANK OF
MASSACHUSETTS, N.A.
By:
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Name:
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Title:
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XXXXXX TRUST AND SAVINGS
BANK
By: /s/ Xxxx XxXxxxxx
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Name: Xxxx XxXxxxxx
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Title: Vice President
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XXXXXX FINANCIAL, INC.
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
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Title: Vice President
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LASALLE NATIONAL BANK
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxxxxx X. Xxxxxxxx
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Title: Senior Vice President
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NATIONSBANK OF TEXAS, N.A.
By: /s/ J. Xxxx Xxxxxxx
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Name: J. Xxxx Xxxxxxx
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Title: Vice President
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SANWA BUSINESS CREDIT
CORPORATION
By:
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Name:
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Title:
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FLEET CAPITAL CORPORATION
By:
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Name:
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Title:
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FIRST SOURCE FINANCIAL LLP
By: First Source Financial, Inc.,
its Manager
By:
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Name:
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Title:
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