AMENDMENT NO. 1
to
3-YEAR REVOLVING CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO 3-YEAR REVOLVING CREDIT AGREEMENT (the
"Amendment") is made as of December 18, 2001 by and among ▇▇▇▇▇▇▇ OUTDOORS INC.
(the "Company"), the financial institutions listed on the signature pages hereof
(the "Lenders") and BANK ONE, NA (having its principal office in Chicago,
Illinois), in its individual capacity as a Lender and in its capacity as
contractual representative (the "Administrative Agent"), under that certain
3-Year Revolving Credit Agreement dated as of August 31, 2001 by and among the
Company, the Subsidiary Borrowers from time to time party thereto (together with
the Company, the "Borrowers"), the financial institutions party thereto, and the
Administrative Agent (the "Credit Agreement"). Defined terms used herein and not
otherwise defined herein shall have the meaning given to them in the Credit
Agreement.
WITNESSETH
WHEREAS, the Company, the Lenders and the Agents are parties to the
Credit Agreement; and
WHEREAS, the Company has requested that the Agents and the requisite
number of Lenders under Section 8.2 of the Credit Agreement amend the Credit
Agreement on the terms and conditions set forth herein; and
WHEREAS, the Company, the requisite number of Lenders under Section 8.2
of the Credit Agreement, and the Agents have agreed to amend the Credit
Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto have agreed to the following amendments to the Credit Agreement:
1. Amendments to the Credit Agreement. Effective as of December 18,
2001, and subject to the satisfaction of the conditions precedent set forth in
Section 2 below, the Credit Agreement is hereby amended as follows:
1.1. Section 1.1 of the Credit Agreement is amended to insert the
following new definition alphabetically therein:
"Consolidated Tangible Assets" means the Consolidated
Total Assets of the Company, excluding all items that are
treated as intangibles under Agreement Accounting Principles.
1.2. Section 2.1 of the Credit Agreement is amended to insert the
following at the end of the first sentence therein: "and (iv)
at no time shall the aggregate Outstanding Credit Exposure of
all of the Lenders to all Borrowers that are Foreign
Subsidiaries exceed an amount equal to ten and one half
percent (10.5%) of the Company's Consolidated Tangible Assets
as of the end of the most recently ended fiscal year".
1.3. Section 2.2.4 of the Credit Agreement is amended to delete the
phrase "the Borrowers" now appearing in the first sentence
thereof, and to substitute the following therefor: "the
applicable Borrower".
1.4. Section 2.3.2 of the Credit Agreement is amended to insert the
following at the end thereof:
"Notwithstanding anything to the contrary herein or in any
other Loan Document, in no event shall any of the Subsidiary
Borrowers that are Foreign Subsidiaries be deemed to have any
liability for the Obligations hereunder of the other
Borrowers."
1.5. Section 2.21.6(i) of the Credit Agreement is amended (i) to
delete the phrase "The Borrowers" now appearing at the
beginning thereof, and to substitute the phrase "Each
Borrower" therefor, and (ii) to insert immediately after the
phrase "under any Facility LC issued by such LC Issuer" now
appearing therein, the following: "for the account of such
Borrower".
1.6. Section 2.22 of the Credit Agreement is amended to insert the
following after the first sentence thereof:
"No Domestic Subsidiary may be a Subsidiary Borrower."
1.7. Article XI of the Credit Agreement is amended to insert the
following new Section 11.16 at the end thereof:
"11.16. Intercreditor Agreement. The Lenders hereby
irrevocably authorize the Administrative Agent, on behalf of
itself and the Lenders, to execute that certain Intercreditor
Agreement, dated as of December 13, 2001, by and among the
Agent, certain other creditors of the Company and its
Subsidiaries from time to time parties thereto and the
Subsidiaries of the Company from time to time parties thereto,
in substantially the form of Exhibit J hereto."
1.8. The Credit Agreement is amended to insert a new Exhibit J to
the Credit Agreement in the form of Attachment B to this
Amendment.
2. Conditions of Effectiveness. The effectiveness of this Amendment is
subject to the conditions precedent that the Administrative Agent shall have
received the following:
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(a) duly executed originals of this Amendment from the Company,
the requisite number of Lenders under Section 8.2 of the
Credit Agreement, and the Agents;
(b) duly executed originals of a Reaffirmation in the form of
Attachment A attached hereto from each of the Subsidiaries
identified thereon;
(c) such other documents, instruments and agreements as the
Administrative Agent may reasonably request.
3. Representations and Warranties.
(a) The Company hereby represents and warrants that this
Amendment, the attached Reaffirmation and the Credit
Agreement, as previously executed and as amended hereby,
constitute legal, valid and binding obligations of the
Borrowers and the Subsidiaries parties thereto and are
enforceable against the Borrowers and the Subsidiaries parties
thereto in accordance with their terms (except as
enforceability may be limited by bankruptcy, insolvency, or
similar laws affecting the enforcement of creditors' rights
generally).
(b) Upon the effectiveness of this Amendment and after giving
effect hereto, the Company hereby (i) reaffirms all covenants,
representations and warranties made in the Credit Agreement as
amended hereby, and agrees that all such covenants,
representations and warranties shall be true and correct as of
the effective date of this Amendment (unless such
representation and warranty is made as of a specific date, in
which case such representation and warranty shall be true and
correct as of such date) and (ii) certifies to the Lenders and
the Agents that no Default or Unmatured Default has occurred
and is continuing.
4. References to the Credit Agreement.
(a) Upon the effectiveness of Section 1 hereof, on and after the
date hereof, each reference in the Credit Agreement (including
any reference therein to "this Credit Agreement," "hereunder,"
"hereof," "herein" or words of like import referring thereto)
or in any other Loan Document shall mean and be a reference to
the Credit Agreement as amended hereby.
(b) Except as specifically amended above, the Credit Agreement and
all other documents, instruments and agreements executed
and/or delivered in connection therewith, shall remain in full
force and effect, and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of the Administrative
Agent or the Lenders, nor constitute a waiver of any provision
of the Credit Agreement or any other documents, instruments
and agreements executed and/or delivered in connection
therewith.
5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING 735 ILCS 105/5-1 ET SEQ., BUT
OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS) OF THE STATE OF
ILLINOIS.
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6. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
7. Counterparts. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first above written.
▇▇▇▇▇▇▇ OUTDOORS INC., as a Borrower
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Treasuer
BANK ONE, NA (having its principal office
in Chicago, Illinois), as Administrative
Agent, as Swing Line Lender, as LC Issuer
and as a Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
LASALLE BANK NATIONAL ASSOCIATION,
as a Lender
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: First Vice President & Senior
Lender
THE NORTHERN TRUST COMPANY, as a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
M&I ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ BANK, as a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
ASSOCIATED BANK, N.A., as a Lender
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
ATTACHMENT A
REAFFIRMATION
Each of the undersigned Guarantors hereby acknowledges receipt of a copy of the
foregoing Amendment No. 1 to the 3-Year Revolving Credit Agreement dated as of
August 31, 2001 by and among ▇▇▇▇▇▇▇ OUTDOORS INC. (the "Company"), the
Subsidiary Borrowers parties thereto, the financial institutions listed on the
signature pages thereof (the "Lenders"), and BANK ONE, NA (having its principal
office in Chicago, Illinois), in its individual capacity as a Lender and in its
capacity as contractual representative (the "Administrative Agent") (as amended
and as the same may be amended, restated, supplemented or otherwise modified
from time to time, the "Credit Agreement"), which Amendment No. 1 to the 3-Year
Revolving Credit Agreement is dated as of December 18, 2001 (the "Amendment").
Capitalized terms used in this Reaffirmation and not defined herein shall have
the meanings given to them in the Credit Agreement. Without in any way
establishing a course of dealing by the Administrative Agent or any Lender, each
of the undersigned Guarantors reaffirms the terms and conditions of the Guaranty
and any other Loan Document executed by it and acknowledges and agrees that such
agreement and each and every such Loan Document executed by the undersigned
Guarantors in connection with the Credit Agreement remains in full force and
effect and is hereby reaffirmed, ratified and confirmed. All references to the
Credit Agreement contained in the above-referenced documents shall be a
reference to the Credit Agreement as so modified by the Amendment and as the
same may from time to time hereafter be amended, modified or restated.
Dated: December 18, 2001
LEISURE LIFE LIMITED, as a Guarantor OLD TOWN CANOE COMPANY, as a Guarantor
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------- --------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Its: Secretary Its: Secretary
EXTRASPORT, INC., as a Guarantor UNDER SEA INDUSTRIES, INC., as a
Guarantor
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------- By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ --------------------------------
Its: Secretary Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Its: Treasurer
