EXHIBIT 10.3
HSBC Bank USA
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
May 21, 2003
Xx. Xxxxxxx Xxxxx
Chief Financial Officer
Saucony, Inc.
00 Xxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Re: Amendment to the Amended and Restated Credit Agreement dated August 30,
2002, by and between Saucony, Inc. (the "Borrower"), as borrower and, as
successor in interest to State Street Bank and Trust Company, HSBC Bank USA
(the "Bank"), as agent for the lenders from time to time party hereto (as
amended, the "Credit Agreement")
Dear Xxxxxxx:
The Borrower and the Bank hereby agree that the Credit Agreement is amended
as follows:
1. Section 9.8 of the Credit Agreement is hereby amended to permit
Borrower to pay cash dividends in respect of its capital stock in
addition to its current ability to repurchase or redeem such capital
stock; provided however that in any event payment of such dividends
and repurchase or redemption of such stock shall not exceed $3,000,000
in the aggregate in any fiscal year; and
2. Section 9.3 of the Credit Agreement is hereby amended to permit
Borrower to invest any excess funds it holds in any jurisdiction
outside the United States of America in securities and obligations
issued by government agencies domiciled in such jurisdiction and
interest bearing accounts located in such jurisdiction that are
principal preservation focused; provided however that in any event
such securities, obligations or interest bearing accounts bear a risk
and return equal to that of (i) obligations of the United States of
America or any agency or instrumentality thereof or (ii) commercial
paper which is rated not less than prime-one or A-1 or their
equivalents by Xxxxx'x Investor Service, Inc. or Standard & Poor's
Corporation, respectively, or their successors.
This letter agreement may be executed in any number of counterparts and by
the parties hereto on separate counterparts, each of which counterpart when
executed and delivered shall be an original, but all of which together shall
constitute one and the same instrument.
This letter agreement shall be governed by and construed in accordance with
the laws of The Commonwealth of Massachusetts.
The Borrower agrees that the Credit Agreement and all documents executed in
connection therewith or pursuant thereto remain in full force and effect after
giving effect to this letter agreement.
Please confirm that the foregoing correctly sets forth our agreement by
signing and returning the duplicate copy of this letter agreement enclosed
herewith.
Very truly yours,
HSBC Bank USA
By: /s/ L. Xxxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
ACCEPTED AND AGREED:
SAUCONY, INC.
By: /s/ Xxxxxxx Xxxxx
----------------------
Name: Xxxxxxx Xxxxx
Title: Chief Financial Officer
