EXHIBIT 10.25
SECOND AMENDMENT TO LOAN AGREEMENT
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THIS SECOND AMENDMENT is entered into as of July 16, 1997 by and between THE
FINISH LINE, INC. (the "Borrower") and NBD BANK, N.A. (the "Bank");
WHEREAS, the Borrower and the Bank have entered into a certain Loan
Agreement dated July 20, 1995 as modified by a First Amendment dated September
1, 1996 (the "Agreement"); and
WHEREAS, the Borrower has requested that the Bank consent and agree to (i)
the creation of Spike's Holding, Inc. ("Spike's"), a Delaware corporation which
will be a wholly owned subsidiary of the Borrower, (ii) the transfer of certain
intellectual property rights by the Borrower to Spike's, (iii) the licensing of
these rights by the Borrower from Spike's, and (iv) the creation of a revolving
lending arrangement between Spike's as lender and the Borrower as borrower under
which Spike's may lend up to $50,000,000 on an unsecured basis to the Borrower
(collectively, the "Affiliate Transactions"); and
WHEREAS, the Bank is willing to consent to the Affiliate Transactions proved
that the Bank receives a guaranty of payment of the Borrower's obligations and s
subordination agreement from Spike's under which debt owned by the Borrower to
Spike's is subordinated to repayment of the Borrower's obligations owned to the
Bank;
NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. An additional condition precedent is added to Section 3.1 of the Agreement
as follows:
(D) That there is operative and in effect an Unlimited Continuing Guaranty
(the "Guaranty") and Debt Subordination Agreement (the "Subordination
Agreement") each running from Spike's Holding, Inc., a wholly owned
subsidiary of the Borrower, in favor of the Bank, in form and substance
satisfactory to the Bank.
2. The Bank consents to the Affiliate Transactions described above and waives
any violation of the Agreement which may be occasioned by the Affiliate
Transactions.
3. The Bank will receive a Guaranty and Debt Subordination Agreement in the
forms of Exhibits A and B attached hereto, from Spike's Holding, Inc.
together with proof of the corporate existence of Spike's and proof of the
due authorization and execution of such agreements.
4. An additional Event of Default is added to Section 6.1 of the Agreement as
follows:
(J) if Spike's Holding Inc. becomes insolvent, or violates any material
provision of the terms of the Guaranty or the Subordination Agreement,
or the provisions of either the Guaranty or the Subordination Agreement
are no longer enforceable.
5. Except as modified herein, the Agreement, as heretofore modified, will
remain unchanged and in full force and effect.
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IN WITNESS WHEREOF, this Second Amendment has been entered into as of the
date first hereinabove written.
NBD BANK, N.A. THE FINISH LINE, INC.
By: /s/ Xxx X. Xxxxxx, Xx. By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxx X. Xxxxxx, Xx. Xxxxxxx X. Xxxxxxxxx
Vice President Senior VP of Finance
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Printed Name - Title Printed Name - Title
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