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Exhibit 4.1
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
April 22, 1998, among FLORSHEIM GROUP INC., a Delaware corporation (the
"Borrower"), the lending institutions from time to time party to the Credit
Agreement referred to below (the "Banks"), and BANKERS TRUST COMPANY, as agent
(the "Agent"). All capitalized terms used herein and not otherwise defined shall
have the respective meanings provided such terms in the Credit Agreement
referred to below.
WITNESSETH
WHEREAS, the Borrower, the Banks and the Agent are parties to a Credit
Agreement, dated as of May 9, 1997 (as amended, modified or supplemented to the
date hereof, the "Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement as
herein provided, subject to and on the terms and conditions set forth herein;
NOW, THEREFORE, it is agreed:
1. Section 9.07 of the Credit Agreement is hereby amended by (i)
deleting the word "and" appearing immediately before clause (y) of subsection
(a) thereof, (ii) inserting a comma in lieu thereof, (iii) deleting the text
"and each Fiscal Year thereafter until the "Maturity Date" appearing in clause
(y) of subsection (a) thereof, (iv) deleting the amount "$12,000,000" appearing
in clause (y) of subsection (a) thereof, (v) inserting the new amount
"$13,000,000" in lieu thereof, (vi) inserting the following new text at the end
of clause (y) of subsection (a) thereof.
"and (z) during each Fiscal Year beginning after January 2, 1999 until
the Maturity Date, the Borrower and its Subsidiaries may make Capital
Expenditures in an aggregate amount not to exceed $12,000,000",
(vii) deleting the second parenthetical appearing in subsection (b) thereof in
its entirety and (viii) inserting the following new parenthetical in lieu
thereof:
"(or (i) $13,000,000 in the case of the Fiscal Year ended January 2,
1999 or (ii) $12,000,000 in the case of a Fiscal Year beginning after
January 2, 1999)".
2. Section 9.08 of the Credit Agreement is hereby amended by (a)
deleting the dates listed under the heading "Fiscal Quarter Ended Closest to"
and the amounts corresponding thereto and (b) inserting the following new dates
and amounts in lieu thereof:
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"March 31, 1998 $16,250,000
June 30, 1998 16,250,000
September 30, 1998 16,750,000
December 31, 1998 17,750,000
March 31, 1999 19,000,000
June 30, 1999 20,000,000
September 30, 1999 20,500,000
December 31, 1999 21,000,000
March 31, 2000 21,500,000
June 30, 2000 22,000,000
September 30, 2000 22,500,000
December 31, 2000 23,000,000"
and each fiscal quarter
thereafter
3. Section 9.09 of the Credit Agreement is hereby amended by (i)
deleting the dates listed under the heading "Fiscal Quarter Ended Closest to"
and the ratios corresponding thereto and (b) inserting the following new dates
and ratios in lieu thereof:
"March 31, 1998 5.20:1.00
June 30, 1998 5.20:1.00
September 30, 1998 4.90:1.00
December 31, 1998 4.50:1.00
March 31, 1999 4.25:1.00
June 30, 1999 4.00:1.00
September 30, 1999 3.75:1.00
December 31, 1999 3.60:1.00
March 31, 2000 3.50:1.00"
and each fiscal quarter
thereafter
4. Section 9.10 of the Credit Agreement is hereby amended by (i)
deleting the dates listed under the heading "Fiscal Quarter Ended Closest to"
and the ratios corresponding thereto and (b) inserting the following new dates
and ratios in lieu thereof:
"March 31, 1998 1.95:1.00
June 30, 1998 1.95:1.00
September 30, 1998 2.05:1.00
December 31, 1998 2.20:1.00
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March 31, 1999 2.30:1.00
June 30, 1999 2.35:1.00
September 30, 1999 2.45:1.00
December 31, 1999 2.60:1.00
March 31, 2000 2.70:1.00
June 30, 2000 2.80:1.00
September 30, 2000 2.85:1.00
December 31, 2000 3.00:1.00"
and each fiscal quarter
thereafter
5. In order to induce the undersigned Banks to enter into this
Amendment, the Borrower hereby represents and warrants that (i) the
representations and warranties contained in the Credit Agreement are true and
correct in all material respects on and as of the First Amendment Effective Date
(as defined in Section 9 of this Amendment) (it being understood and agreed that
any representation or warranty which by its terms is made as of a specified date
shall be required to be true and correct in all material respects only as of
such specified date) and (ii) there exists no Default or Event of Default on the
First Amendment Effective Date, in each case after giving effect to this
Amendment.
6. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
7. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Agent at the Notice
Office.
8. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
9. This Amendment shall become effective on the date (the "First
Amendment Effective Date") when the Borrower and the Required Banks (i) shall
have signed a counterpart hereof (whether the same or different counterparts)
and (ii) shall have delivered (including by way of facsimile transmission) the
same to the Agent at the Notice Office.
10. From and after the First Amendment Effective Date, all references
in the Credit Agreement and each of the Credit Documents to the Credit Agreement
shall be deemed to be references to the Credit Agreement as amended hereby.
* * * *
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Amendment to be duly executed and delivered as of the date first above
written.
FLORSHEIM GROUP INC.
By: /S/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President, Chief Financial Officer
BANKERS TRUST COMPANY,
Individually, and as Agent
By: /S/ Xxxxxxx XxXxxxxx
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Name: Xxxxxxx XxXxxxxx
Title: Vice President
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By:
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Name:
Title:
CREDIT AGRICOLE INDOSUEZ
By: /S/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx, F.V.P.
Title: Head of Corporate Banking, Chicago
By: /S/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
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CREDIT LYONNAIS NEW YORK BRANCH
By: /S/ Xxxxxx Xxx
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Name: Xxxxxx Xxx
Title: First Vice President
XXXXXX TRUST AND SAVINGS BANK
By: /S/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Vice President
XXXXXX FINANCIAL, INC.
By: /S/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Vice President
LASALLE NATIONAL BANK
By: /S/ X.X. Xxxxx
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Name: X.X. Xxxxx
Title: Vice President
SOCIETE GENERALE, CHICAGO BRANCHE
By: /S/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Director
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THE SUMITOMO BANK, LIMITED
By:
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Name:
Title:
TRANSAMERICA BUSINESS CREDIT CORPORATION
By: /S/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Senior Vice President
