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EXHIBIT 4.4
FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment to Credit Agreement (the "Amendment") is made on
this 3rd day of December, 1999 by and among Florsheim Group Inc. The Florsheim
Shoe Store Company - Northeast, The Florsheim Shoe Store Company - West,
Florsheim Occupational Footwear, Inc., and X.X. X'Xxxxx Shoe Co. (collectively,
the "Borrowers"), each of the financial institutions from time to time a party
thereto (individually, a "Lender " and collectively the "Lenders") and BT
Commercial Corporation, (individually ("BTCC") and is its capacity as agent (the
"Agent").
WITNESSETH:
WHEREAS, the Agent the Lender and the Borrowers are parties to that
certain Credit Agreement dated as of August 23, 1999 (the `Credit Agreement");
and
WHEREAS, the parties desire to amend the Credit Agreement, as more
fully set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein
contained and the 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:
SECTION 1 DEFINITIONS. Unless otherwise defined herein, all
capitalized terms shall have the meaning given to them in the Credit Agreement.
SECTION 2 AMENDMENTS TO CREDIT AGREEMENT.
2.1 Section 1.1 of the Credit Agreement is hereby amended by deleting
subsection (b) of the defined term "Borrowing Base", and inserting the following
is its stead:
"(b) the lesser of (i) $50,000,000,and (ii) (1) during the period from
December 3, 1999 through and including December 31, 1999, and
subject to Section 4.6(e) hereof, seventy percent (70%), (2)
during the period from January 1, 2000 through and including
January 31, 2000, and subject to Section 4.6(e) hereof,
sixty-seven and one-half percent (67.5%), (3) during the months of
May, June, July, August, September, and October during the term
hereof, seventy percent (70%), and (4) at all other times during
the term hereof, sixty-five percent (65%), of Eligible Inventory,
plus"
2.2 Section 1.1 of the Credit Agreement is hereby further amended by
inserting the following additional text immediately following subsection (ii) of
the defined term "Fixed Asset and Intellectual Property Sublimit", and
renumbering existing subsection (iii) to subsection (iv):
"(iii) $900,000 on the last day of each calendar quarter during the term hereof,
commencing with the calendar quarter ending June 30, 2000;"
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2.3 Section 1.1 of the Credit Agreement is hereby further amended by
(i) deleting the phrase "two and three-quarters percent (2.75%)" in the defined
term "LIBOR Rate Margin", and inserting "three percent (3%)" in its stead, and,
(ii) deleting the pricing grid contained therein and inserting the following in
its stead:
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Range of Ratio LIBOR Rate Margin
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2.0 to 1 or greater, but 2.75%
less than 2.5
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2.5 to 1 or greater, but 2.50%
less than 3.0 to 1
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3.0 to 1 or greater, but 2.25%
less than 3.5 to 1
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3.5 to 1 or greater 2.00%
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2.4 Section 2.2(b)(ii)(B) of the Credit Agreement is hereby amended by
deleting the phase "ten percent (10%) of the Borrowing Base", and inserting
"3,000,000" in its stead.
2.5 Section 4.6 of the Credit Agreement is hereby amended by the
addition of the following new subsection (e):
"(e) If Florsheim shall incur any Indebtedness from Florsheim Australia
Limited, Florsheim shall prepay the outstanding balance of the
Revolving Loans at the time of the receipt of the proceeds of such
Indebtedness in an amount equal to the lesser of (i) the Revolving
Loans then outstanding, or (ii) the amount of the proceeds
received with respect to such Indebtedness. Any prepayments
required to be made under this subsection (e) shall not constitute
a permanent reduction of the Line of Credit, provided, however, if
any such prepayments are received during the period from December
3, 1999 through and including January 31, 2000, the advance rate
then in effect with respect to Eligible Inventory shall
immediately be reduced to sixty five percent (65%)".
SECTION 3. CONDITIONS PRECEDENT. The effectiveness of this Amendment is
expressly conditioned upon satisfaction of the following conditions precedent:
3.1 Agent shall have received copies of this Amendment duly executed by
the Borrowers, and the Lender.
3.2 Agent shall have received such other documents, certificates and
assurances as it shall reasonably request.
SECTION 4. REAFFIRMATION OF BORROWERS. The Borrowers hereby represent
and warrant to Agent and Lender 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 Lender have granted their consent; (ii) the
Borrowers are on the date hereof in compliance with all of the terms and
provisions set forth in
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the Credit Agreement as hereby amended; and (iii) upon execution hereof no
Default or Even of Default has occurred and is continuing or has not previously
been waived.
SECTION 5. FULL FORCE AND EFFECT. Except as herein amended, the Credit
Agreement and all other Credit Documents shall remain in full force and effect.
SECTION 6. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same document.
IN WINTESS WHEREOF, the parties hereto have caused this Credit
Agreement to be executed and delivered in Chicago, Illinois by their proper and
duly authorized officers as of the date first set forth above.
BORROWER:
FLORSHEIM GROUP INC.
By: Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: EVP - CFO
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THE FLORSHEIM SHOE STORE COMPANY -
NORTHEAST
By: Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: EVP - CFO
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FLORSHEIM OCCUPATIONAL FOOTWEAR, INC.
By: Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: EVP - CFO
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X.X. X'XXXXX SHOE CO.
By: Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: EVP - CFO
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AGENT:
BT COMMERCIAL CORPORATION, as Agent
By: Xxxxx Xxxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxxx
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Title: Vice President
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LENDERS:
BT COMMERCIAL CORPORATION
By: Xxxxx Xxxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxxx
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Title: Vice President
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LASALLE BANK NATIONAL ASSOCIATION
By: Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: First VP
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DIME COMMERCIAL CORP.
By: Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Vice President
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