EXHIBIT 10.23
June 13, 2002
Big 5 Corp.
0000 X. Xx Xxxxxxx Xxxx.
Xx Xxxxxxx, XX 00000
Ladies and Gentlemen:
Reference is hereby made to that certain Financing Agreement dated March 8, 1996
and amendments thereto (the "Financing Agreement"), as and between the lenders
thereto (the "Lenders"), The CIT Group/Business Credit, Inc., as Agent for the
Lenders and a Lender ("CIT"), and Big 5 Corp., a Delaware corporation, successor
by merger to United Merchandising Corp. (the "Company"). We refer also to that
certain Seventh Amendment to Financing Agreement between CIT, the Lenders and
the Company dated April 30, 2002 (the "Seventh Amendment"). Capitalized terms
used herein and not otherwise defined herein shall have the respective meanings
set forth in the Financing Agreement.
Pursuant to mutual agreement, CIT, the Lenders and the Company hereby agree to
delete numbered paragraph 3 of the Seventh Amendment and substitute the
following in lieu thereof:
3. Consent. Subject to the terms and conditions herein, including,
without limitation, the Conditions to Effectiveness set forth in
Section 4 hereof, Agent and Lenders hereby consent to Borrower
declaring and paying one or more dividends to Parent, in an aggregate
amount not to exceed $30,000,000, for the purposes of (i)
repurchasing or redeeming shares of common stock and preferred stock
of Parent; (ii) repurchasing or redeeming Parent's 13.45% Senior
Discount Notes due 2008 (including paying all outstanding principal,
accrued and unpaid interest and other amounts related thereto); (iii)
paying special one-time bonuses to directors and executive officers
of Parent in an aggregate amount not to exceed $2,600,000.00; and
(iv) paying fees and expenses, all related to and in connection with
the consummation of the initial public offering of the common stock
of Parent (the "IPO"); provided, that, (a) after giving effect to the
payment of such dividend(s), Availability is at $35,000,000 and no
Default or Event of Default is existing or has occurred and is
continuing and (b) such dividend(s) shall be declared and paid by
Borrower only to the extent that net proceeds from the IPO received
by Parent are insufficient to satisfy all of the purposes described
above, and the aggregate amount of such dividend(s) shall not exceed
such insufficiency. For purposes of clarity, Borrower may declare and
pay such dividend(s) following the first closing of the IPO and prior
to the exercise, if any, of the underwriters' over-allotment option
with respect to the IPO; provided, however, that in such event,
Parent shall contribute to Borrower promptly after any exercise of
the underwriters'
Big 5 Corp.
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over-allotment option the net proceeds it receives upon such
exercise, and Borrower shall use such excess net proceeds to pay down
the Line of Credit.
Please acknowledge your receipt and acceptance of this letter by executing and
returning the enclosed copy of this letter.
Sincerely,
THE CIT GROUP/BUSINESS CREDIT, INC.
(AS AGENT AND LENDER)
By: /s/ ILLEGIBLE
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Title: Vice President
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FLEET CAPITAL CORPORATION (AS LENDER)
By: /s/ XXXXXXX X. XXX XXXXXXXXXX
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Title: Senior Vice President
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PNC BANK, NATIONAL ASSOCIATION (AS LENDER)
By: /s/ XXXX X. XXXX
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Title: Vice President
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BANKAMERICA BUSINESS CREDIT, INC. (AS LENDER)
By: /s/ ILLEGIBLE
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Title: Vice President
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TRANSAMERICA BUSINESS CAPITAL CORPORATION,
AS SUCCESSOR TO TRANSAMERICA BUSINESS CREDIT (AS LENDER)
By: /s/ ILLEGIBLE
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Title: Vice President
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Big 5 Corp.
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Agreed and Accepted:
BIG 5 CORP.
By: /s/ XXXXXXX X. XXXX
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Title: Senior Vice President & Chief Financial Officer
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