THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit
10.1
EXECUTION
VERSION
THIRD
AMENDMENT TO SECOND AMENDED AND RESTATED
THIS
THIRD AMENDMENT TO SECOND AMENDED & RESTATED CREDIT AGREEMENT (the
“Amendment”) is made and entered into as of this 30th day of
April, 2009, by and between WEYCO GROUP, INC., a Wisconsin corporation (the “Borrower”) and
M&I XXXXXXXX & XXXXXX BANK (the “Bank”). All terms not
otherwise defined herein shall have the meaning assigned to such terms in the
Second Amended and Restated Credit Agreement by and between the Borrower and the
Bank, dated as of April 28, 2006, as amended by that certain First Amendment to
Second Amended & Restated Credit Agreement dated as of April 30, 2007, as
amended by that certain Second Amendment to Second Amended & Restated Credit
Agreement dated as of April 30, 2008, and as may be further amended, restated or
otherwise modified from time to time (the “Agreement”).
RECITALS
The
Borrower has requested that the Bank extend the maturity of the Revolving Line
of Credit. The Bank has agreed to such extension, subject to the
other terms and conditions contained herein.
AGREEMENT
Now,
therefore, the parties hereto agree as follows:
1. Amendment to
Definitions.
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(a)
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The
definition of “Adjusted LIBOR Rate” is amended by deleting the period at
the end of the definition and adding the
following:
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“;
provided, however, at no time shall the Adjusted LIBOR Rate be less than
three and one half percent (3.5%).”
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(b)
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The
definition of “LIBOR Margin” is amended and restated to read as
follows:
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“LIBOR
Margin” shall mean two hundred (200) basis
points.
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(c)
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The
definition of “Prime-based Rate” is amended by deleting the period at the
end of the definition and adding the
following:
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“; provided,
however, at no time shall the Prime-based Rate be less than three and one
half percent (3.5%).”
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(d)
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The
definition for “Revolving Loan Maturity Date” is amended by replacing the
date of “April 30, 2009” with the date “April 30,
2010.”
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2. Amendment of Section
5.1. Section 5.1(a)(i) is amended and restated in its entirety
to read as follows:
(i) Permit
Net Worth at the end of each fiscal quarter to be less than One Hundred Nineteen
Million and 00/100 Dollars ($119,000,000.00).
3. Conditions
Precedent. This Amendment shall become effective upon
satisfaction of the conditions set forth in subsections 3 (b) and 3 (c), below,
and receipt by Bank of the items set forth in subsections 3 (a)
below:
(a) Two
(2) copies of this Amendment duly executed by the Borrower and
Bank.
(b) The
representations and warranties made by the Borrower herein, in any of the Credit
Documents, or in any certificate, document, financial statement or other
statement delivered hereunder are true as of the date hereof.
(c) No
Default or Event of Default has occurred and remains uncured as of the effective
date hereof nor will occur upon the consummation of the transactions
contemplated herein.
4. Miscellaneous.
(a) As
provided in Subsection 10.1(f) of the Agreement, the Borrower shall pay or
reimburse the Bank for all of its out-of-pocket costs and expenses incurred in
connection with this Amendment, including the fees and disbursements of counsel
to the Bank, for the preparation hereof and expenses incurred in connection
herewith.
(b) After
the date of this Amendment, each reference in the Agreement to “this Agreement”
and each reference in each of the Credit Documents to the “Credit Agreement”
shall be deemed a reference to the Agreement as amended by this
Amendment.
(c) This
Amendment is being delivered and is intended to be performed in the State of
Wisconsin and shall be construed and enforced in accordance with the laws of
Wisconsin without regard for the principals of conflicts of law.
(d) Except
as expressly modified or amended herein, the Agreement shall continue in effect
and shall continue to bind the parties hereto. This Amendment is
limited to the terms and conditions hereof and shall not constitute a
modification, acceptance or waiver of any other provision of the
Agreement.
(e) This
Amendment may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.
[The
remainder of this page is left intentionally blank.
Counterpart
signature pages to follow.]
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EXECUTION
VERSION
IN
WITNESS WHEREOF, the parties hereto have executed this Third Amendment to Second
Amended and Restated Credit Agreement, to be effective as of the date first
written above.
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BORROWER:
WEYCO GROUP, INC., a Wisconsin
corporation
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By:
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/s/ Xxxx Xxxxxxxxxx | |
| Name: | Xxxx Xxxxxxxxxx | ||
| Title: | Sr. VP-CFO | ||
Third
Amendment Signature Page
EXECUTION VERSION
IN
WITNESS WHEREOF, the parties hereto have executed this Third Amendment to Second
Amended and Restated Credit Agreement, to be effective as of the date first
written above.
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BANK:
M&I
XXXXXXXX & ILSLEY BANK
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By:
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/s/ Xxxxxx X. Xxxxx | |
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Vice President | ||
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By:
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/s/ Xxxxx X. Xxxxxx | |
| Name: | Xxxxx X. Xxxxxx | ||
| Title: | SVP | ||
Third
Amendment Signature Page
