EXHIBIT 10.2
EIGHTH AMENDMENT TO CREDIT AGREEMENT
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This Eighth Amendment to Credit Agreement (the "Amendment") is made on this
15th day of November, 1999 by and among Converse Inc. (the "Borrower"), BT
Commercial Corporation, as Agent (in such capacity, the "Agent") and BT
Commercial Corporation (in its capacity as lender, "BTCC"), Fleet Business
Credit Corporation ("FBC"), LaSalle National Bank ("LaSalle"), BankBoston, N.A.
("BankBoston"), FINOVA Capital Corporation ("FINOVA"), BNY Financial Corporation
("BNY"), Fleet Capital Corporation ("Fleet"), Bank of America, N.A. ("BofA"),
Xxxxxx Financial, Inc. (BT, FBC, LaSalle, BankBoston, FINOVA, BNY, Fleet, BofA,
and Xxxxxx referred to collectively as "Lenders").
W I T N E S S E T H:
WHEREAS, the Agent, the Lenders and the Borrower are parties to that
certain Credit Agreement dated as of May 21, 1997, as amended by that certain
First Amendment to Credit Agreement dated as of June 26, 1997, that certain
Second Amendment to Credit Agreement dated as of November 21, 1997, that certain
Third Amendment to Credit Agreement dated as of January 29, 1998, that certain
Fourth Amendment to Credit Agreement dated as of September 16, 1998, that
certain Fifth Amendment to Credit Agreement dated as of May 28, 1999, that
certain Sixth Amendment to Credit Agreement dated as of July 30, 1999, and that
certain Seventh Amendment to Credit Agreement dated as of October 31, 1999
(collectively, 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 other good and valuable consideration, the adequacy 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
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terms shall have the meaning given to them in the Credit Agreement.
SECTION 2. AMENDMENTS TO CREDIT AGREEMENT.
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2.1 Reduction of the Commitments. Pursuant to the direction of the
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Borrower, the Total Commitments are hereby reduced from $120,000,000 to
$90,000,000, and Annex I to the Credit Agreement is hereby deleted in the form
of Annex I attached hereto is hereby substituted in its stead.
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2.2 Amendment to Definitions.
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(a) The defined term "Borrowing Base", which appears in
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Section 1.1 of the Credit Agreement, is hereby amended by deleting the
reference to (i) "100,000" contained in Subsection B(i) thereof, and
inserting "60,000" in its stead and (ii) "November 15, 1999" contained in
subsection (F)(i) thereof and inserting "February 15, 2000" in its stead.
(b) The defined term "LIBOR Rate Margin" is hereby deleted
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in its entirety, and the following is inserted in lieu thereof:
"LIBOR Rate Margin shall mean three percent (3.00%) per annum."
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2.3 Amendment to Article 4.
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Sections 4.1(a), 4.2(a) and 4.2.1(a) of the Credit Agreement
are each hereby amended by deleting the references contained therein to
"$80,000,000," and inserting "$40,000,000" in its stead in each such
Section.
SECTION 3. WAIVER.
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3.1 Waiver of Event of Default. Borrower has advised the Agent that
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Borrower has failed to comply with the provisions of Section 7.7 of the Credit
Agreement for the 9 month period ending September 30, 1999, which failure
constitutes an Event of Default. Subject to the satisfaction by the Borrower of
the conditions precedent contained herein, the Agent and Required Lenders hereby
waive the Event of Default occasioned as a result of Borrower's failure to
comply with the provisions of Section 7.7 for the 9 month period ending
September 30, 1999. Such waiver is limited to the Event of Default described
herein and is not a waiver with respect to any other Default or Event of Default
which has or may occur pursuant to the terms of the Credit Agreement generally.
SECTION 4. CONDITIONS PRECEDENT. The effectiveness of this Amendment is
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expressly conditioned upon satisfaction of the following conditions precedent:
4.1 Amendment. Agent shall have received copies of this Amendment
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duly executed by Borrower and Lenders constituting Required Lenders.
4.2 Amendment Fee. Borrower shall have paid to Agent for the
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benefit of the Lenders who have committed to make advances pursuant to
subsection (F) of the Borrowing Base, an amendment fee in the amount of
$100,000.
4.3 Waiver Fee. Borrower shall have paid to Agent for the benefit
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of the Lenders in accordance with their respective Revolving Credit Commitments
as set forth on Annex I as amended herein, a Waiver Fee in the amount of
$250,000.
4.4 Other. Agent shall have received such other documents,
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certificates and assurances as it shall reasonably request.
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SECTION 5. REAFFIRMATION OF BORROWER. Borrower hereby represents and
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warrants 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)
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.
SECTION 6. 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.
SECTION 7. 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
_______________________________
Name:__________________________
Title:_________________________
Agent:
BT COMMERCIAL CORPORATION
By: /s/ Xxxxx Xxxxx
_______________________________
Name:__________________________
Title:_________________________
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Lender:
BT COMMERCIAL CORPORATION
By: /s/ Xxxxx Xxxxx
_______________________________
Name:__________________________
Title:_________________________
Lender:
FLEET BUSINESS CREDIT
CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxxx
_______________________________
Name:__________________________
Title:_________________________
Lender:
LASALLE NATIONAL BANK
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
_______________________________
Name:__________________________
Title:_________________________
Lender:
BANKBOSTON, N.A.
By: /s/ Xxxxxxxx X. Xxxxxxx
_______________________________
Name:__________________________
Title:_________________________
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Lender:
FINOVA CAPITAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
_______________________________
Name:__________________________
Title:_________________________
Lender:
GMAC COMMERCIAL CREDIT LLC
By: /s/ Xxxxxxx Xxxxx
_______________________________
Name:__________________________
Title:_________________________
Lender:
FLEET CAPITAL CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxxx
_______________________________
Name:__________________________
Title:_________________________
Lender:
BANK OF AMERICA, N.A.
By:_______________________________
Name:__________________________
Title:_________________________
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Lender:
XXXXXX FINANCIAL, INC.
By: /s/ Xxxx Urobel
_______________________________
Name:__________________________
Title:_________________________
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ANNEX I
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LENDERS AND COMMITMENT AMOUNTS
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Lender Revolving Credit Commitment
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BT Commercial Corporation $12,600,000
000 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Fleet Business Credit Corporation $12,000,000
000 Xxxxxxxxxxx Xxxx.
Xxxxxxxxxxx, XX 00000
LaSalle National Bank $12,600,000
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
FINOVA Capital Corporation $ 9,600,000
000 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000
GMAC Commercial Credit LLC $12,000,000
0000 Xxxxxx xx Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Fleet Capital Corporation $ 9,600,000
000 Xxxxxxxxxxx Xxxx.
Xxxxxxxxxxx, XX 00000
NationsBank of Texas, N.A. $ 9,600,000
c/o NationsBank Business Credit
000 Xxxxxxxxx Xxxxxx, 00/xx/ Xxxxx
Xxxxxxx, Xxxxxxx 00000
Xxxxxx Financial, Inc. $12,000,000
000 Xxxx Xxxxxx Xxxxxx, 00/xx/ Xxxxx
Xxxxxxx, XX 00000
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