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EXHIBIT 10.48
FOURTH AMENDMENT TO SECOND AMENDED
AND RESTATED CREDIT AGREEMENT
(RECEIVABLES AND INVENTORY)
This Fourth Amendment to Second Amended and Restated Credit Agreement
(Receivables and Inventory) (this "Amendment") is entered into as of February
13, 1997, among Bank of America National Trust and Savings Association ("Bank")
and GT Bicycles California, Inc. ("GTBC"), Riteway Products East, Inc.
"East"), Riteway Products North Central, Inc. ("North Central"), Rite-Way
Distributors Central, Inc. ("Central"), Rite-Way Distributors, Inc.
("Distributors"), GT Bicycles, Inc. ("GT"). XXXX, Xxxx, Xxxxx Xxxxxxx, Xxxxxxx,
and Distributors are sometimes hereinafter referred to Collectively as
"Borrowers" and individually as a "Borrower."
RECITALS
A. Bank and Borrowers are parties to that certain Second Amended and
Restated Credit Agreement (Receivables and Inventory) dated as of August 12,
1996, as modified by amendments dated September 15, 1996, October 15, 1996, and
October 31, 1996 (as amended, the "Credit Agreement").
B. The parties hereto now desire to amend the Credit Agreement on the
term and conditions set forth below.
AGREEMENT
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions. Capitalized terms used but not defined in this Amendment
shall have the meanings ascribed to them in the Credit Agreement.
2. (a) Amendments. The Credit Agreement shall be amended as follows:
Subparagraph (e) of the definition of "Acceptable Receivable" is amended in
full to read as follows:
(e) that, by its terms, must be paid no later than (i) the 210
day period starting on its invoice date or (ii) the 240 day period
starting on its invoice date if a Borrower has granted to the Receivable
Debtor early admittance into its formal dating receivables program and
the due date for the account is no later than the due date for accounts
of other Receivable Debtors admitted to the program after its
commencement;"
(b) Subparagraph (n) of the definition of "Acceptable Receivable" is
amended in full to read as follows:
"(n) Intentionally deleted;"
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(c) Subparagraphs (ii)(A) and (ii)(B) of the definition of "Borrowing
Base" are amended in full to read as follows:
"(A) the following percentages of the value of Acceptable Inventory
consisting of current Model Year Bicycles, Bicycling Accessories, bicycle
parts, and In-Transit Inventory as shown on the borrowing certificates as of
the last day of the months set opposite such percentages:
Percentage Months
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65% November through June in 1996-97
50% July and August in 1997
65% September through March in 1997-98 and each
year thereafter
50% April through August in 1998 and each year
thereafter;
provided, however, that for purposes of calculating the Borrowing Base
the total value of any In-Transit Inventory shall not exceed 15% of the
Borrowing Base as it would be calculated without reference to this
limitation and without the amount added under Subparagraph (C) of this
definition of Borrowing Base; and
"(B) 50% of the balance due on accounts receivable, net of
allowance for bad debts, of the Significant Subsidiaries as indicated on
their most recent financial statements delivered to Bank; and"
(d) Subparagraphs (iii) and (iv) of the definition of
"Borrowing Base" are amended in full, and subparagraphs (v) through (vii),
inclusive are added to such definition as follows:
(iii) During the period from and including the date
hereof to and including February 14, 1997 only, $5,000,000;
(iv) During the period from and including February
15, 1997 to and including March 31, 1997 only, $11,000,000;
(v) During the period from and including April 1,
1997 to and including April 30, 1997 only, $5,000,000;
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(vi) During the period from and including May
1, 1997 to and including July 31, 1997 only, $3,000,000;
(vii) Commencing in 1998, during the period
from and including January 1, to and including April 30 of each
year, $5,000,000; and
(e) The definition of "Revolving Credit Limit" is
amended in full to read as follows:
"'Revolving Credit Limit' means the difference between
(a) $65,000,000 during the period from and including the date
hereof to and including February 28, 1997, $80,000,000 during
the period from and including March 1, 1997 to and including
March 31, 1997, $75,000,000 during the period from and including
April 1, 1997 to and including April 30, 1997, $65,000,000
during the period from and including May 1, 1997 to and
including July 31, 1997, and $60,000,000 thereafter, and (b) the
U.S. Dollar equivalent, determined by Bank, of the maximum
total amount of credit commitments issued by Bank to Significant
Subsidiaries under Significant Subsidiary Lines."
(f) Paragraph 8.10 is amended in full to read as
follows:
"8.10 Intentionally deleted."
(g) In the form of Compliance Certificate attached
to the Credit Agreement as Exhibit A, the paragraph with the heading
"Paragraph 8.10; Operating Capital Leases" is amended to read as
follows:
"Paragraph 8.10; Operating and Capital Leases
Intentionally deleted."
(h) Except as hereby amended, all of the terms and
conditions of the Credit Agreement shall remain in full force and
effect.
3. Representations and Warranties. Borrowers represent
and warrant to Bank that: (i) no Event of Default under Credit Agreement and no
event which, with notice or lapse of time or both, would become an Event of
Default, has occurred and is continuing; (ii) Borrowers' representations and
warranties made under the Credit Agreement are true as of the date hereof;
(iii) the making and performance by Borrowers of this Amendment have been duly
authorized by all necessary corporate action; (iv) no consent, approval,
authorization, permit, or license is required in connection with the making or
performance of this Amendment.
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(Signatures on next page)
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
BANK OF AMERICA NATIONAL GT BICYCLES CALIFORNIA, INC.
TRUST AND SAVINGS ASSOCIATION RITEWAY PRODUCTS EAST, INC.
RITEWAY PRODUCTS NORTH CENTRAL, INC.
RITE-WAY DISTRIBUTORS CENTRAL, INC.
By: [SIG] RITE-WAY DISTRIBUTORS, INC.
--------------------------- GT BICYCLES, INC.
Title: Vice President
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By: /s/ XXXXXXX XXXXXX
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Xxxxxxx Xxxxxx
President
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