Exhibit 10.10
EXECUTION COPY
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FOURTH AMENDMENT TO CREDIT AGREEMENT
Dated as of March 11, 2002
Between
SPORT MASKA INC.
as Borrower
and
THE HOCKEY COMPANY and
THE OTHER CREDIT PARTIES SIGNATORY HERETO
as Credit Parties
and
THE LENDERS UNDER THE CREDIT AGREEMENT
as Lenders
and
GENERAL ELECTRIC CAPITAL CANADA INC.
as Agent and Lender
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Osler, Xxxxxx & Harcourt LLP
FOURTH AMENDMENT TO CREDIT AGREEMENT
This Fourth Amendment to Credit Agreement (this "FOURTH AMENDMENT") is dated as
of March 11, 2002, between
SPORT MASKA INC., a New Brunswick corporation ("BORROWER"
or "MASKA CANADA")
and
THE HOCKEY COMPANY and THE OTHER CREDIT PARTIES SIGNATORY
HERETO ("CREDIT PARTIES")
and
THE LENDERS SIGNATORY HERETO ("LENDERS")
and
GENERAL ELECTRIC CAPITAL CANADA INC., a Canada corporation,
as Agent for the Lenders ("AGENT")
RECITALS
A. Borrower (the corporation continuing from the amalgamation of Maska Canada
and Tropsport Acquisitions Inc.), Credit Parties, Agent and Lenders are parties
to a Credit Agreement made as of November 19, 1998 (as amended, restated,
supplemented and otherwise modified as of the date hereof, the "EXISTING CREDIT
AGREEMENT").
B. Borrower, Credit Parties, General Electric Capital Corporation and certain
lenders are also party to a Credit Agreement made November 19, 1998 (as amended,
supplemented, restated and otherwise modified as of the date hereof, the "US
FACILITY AGREEMENT").
C. Borrower, The Hockey Company ("ULTIMATE PARENT"), Caisse de depot et
placement du Quebec, as agent and lender and Montreal Trust Company, as paying
agent, are parties to a Credit Agreement dated as of November 19, 1998 (the
"TERM LOAN AGREEMENT"), as amended and restated by the Amended and Restated
Credit Agreement entered into on March 14, 2001 (the "AMENDED AND RESTATED TERM
LOAN AGREEMENT").
D. Borrower and Ultimate Parent have issued, or will be issuing, units
("UNITS"), which will consist of US$ 62,500,000 principal amount of 11.25%
senior secured notes, due 2009, of Ultimate Parent (the "ULTIMATE PARENT SENIOR
NOTES") and US$ 62,500,000 principal amount of 11.25% senior secured notes, due
2009 of Borrower (the "MASKA CANADA SENIOR NOTES" and, together with the
Ultimate Parent Senior Notes, the "SENIOR NOTES"). The Units have been issued,
or will be issued, under an indenture (the "INDENTURE"), among INTER ALIA,
Ultimate
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Parent, Maska Canada, certain subsidiaries of Ultimate Parent and Maska Canada,
as guarantors, and the Person named as Indenture Trustee therein (the "INDENTURE
TRUSTEE").
E. The Ultimate Parent Senior Notes will be senior secured obligations of
Ultimate Parent, ranking senior in right of payment to all of Ultimate Parent's
subordinated indebtedness and ranking PARI PASSU in right of payment with all of
Ultimate Parent's other senior indebtedness, including indebtedness under the
Existing Credit Agreement and the US Facility Agreement. The Maska Canada Senior
Notes will be senior secured obligations of Maska Canada, ranking senior in
right of payment to all of Maska Canada's subordinated indebtedness and ranking
PARI PASSU in right of payment with all of Maska Canada's other senior
indebtedness, including indebtedness under the Existing Credit Agreement and the
US Facility Agreement. The obligations of Ultimate Parent and Maska Canada under
the Senior Notes and the Indenture will be secured pursuant to security granted
in favour of one or more of a fonde de pouvoir, a collateral agent, a trustee
and/or similar Person acting on behalf of the holders of the Senior Notes.
F. Part of the net proceeds from the sale of the Units will be used by Ultimate
Parent and Maska Canada to (i) repay in full the amounts owing to the Caisse
Secured Parties under the Amended and Restated Term Loan Agreement, and (ii)
repay certain Indebtedness owing under the Existing Credit Agreement and the US
Facility Agreement, all as more particularly described in Schedule "A" attached
hereto.
G. Borrower has requested amendments to and waivers of certain provisions of the
Existing Credit Agreement (as well as the US Facility Agreement) in connection
with the foregoing.
H. Agent and Lenders have agreed to grant Borrower's request on the terms and
subject to the conditions contained in this Fourth Amendment.
FOR VALUE RECEIVED, the parties agree as follows:
SECTION 1 - INTERPRETATION
1.1 DEFINITIONS
Capitalized terms used and not defined in this Fourth Amendment have the
meanings given to them in the Existing Credit Agreement and the term "EFFECTIVE
DATE" has the meaning given to that term in Section 10.1 of this Fourth
Amendment.
1.2 INCORPORATION INTO EXISTING CREDIT AGREEMENT
The Existing Credit Agreement and this Fourth Agreement shall henceforth be read
together and shall have the effect as if all the provisions of such agreements
were contained in one agreement.
SECTION 2 - AMENDMENTS OF SECTION 1.3 OF CREDIT AGREEMENT
2.1 AMENDMENT OF SECTION 1.3 - PREPAYMENTS
(1) On and after the Effective Date, Section 1.3(1.1) is inserted into the
Existing Credit Agreement immediately following Section 1.3(1) as
follows:
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"(1.1) CLEAN DOWN. Borrower shall cause the sum of the outstanding
principal amount of the Loans under this Agreement and the Loans under
the US Facility Agreement to be repaid to the extent so required by the
Indenture.".
(2) On and after the Effective Date, Section 1.3(2)(b) is amended and
restated as follows:
"Immediately upon receipt by any Credit Party of cash proceeds of any
asset disposition (including condemnation proceeds, but excluding
proceeds of asset dispositions permitted by SECTION 6.8(1)) or any sale
of Stock of any Subsidiary of any Credit Party, Borrower shall, subject
to the Intercreditor Agreement, prepay the Loans (in the case of proceeds
pertaining to any Credit Party other than Borrower, to be applied ratably
to all of the Loans owing by Borrower) in an amount equal to all (except
as set forth in the last sentence of this clause (b)) such cash proceeds,
net of (A) commissions and other reasonable and customary transaction
costs, fees, discounts and expenses properly attributable to such
transaction and payable by a Credit Party in connection therewith (in
each case, paid to non-Affiliates) including, without limitation,
reasonable and customary fees payable to legal counsel, accountants and
other professionals, (B) transfer taxes, (C) amounts payable to holders
of senior Liens with respect to any asset subject to such disposition (to
the extent such Liens constitute Permitted Encumbrances; except that,
with respect to any amount payable to the Collateral Agent, such amount
may only be paid to the Collateral Agent if the Collateral Agent has
given the requisite notice pursuant to the Intercreditor Agreement), if
any, (D) an appropriate reserve for income taxes in accordance with GAAP
in connection therewith, and (E) such other reserves as Agent may permit
from time to time, acting reasonably, including, for indemnification
obligations or amounts held in escrow. If Ultimate Parent shall receive
any such proceeds, Borrower shall prepay the Loans in an amount equal to
the net amount, as calculated above, multiplied by a fraction equal to
the aggregate outstanding amount of the Loans divided by the sum of the
aggregate outstanding amount of the Loans plus the revolving loans, swing
line loans and letter of credit obligations under the US Facility. Any
such prepayment shall be applied in accordance with CLAUSE (3) below.
Notwithstanding anything else herein or in the US Facility Agreement to
the contrary, the proceeds of any sale of assets which are the subject of
a first ranking Lien in favour of the Collateral Agent (to the extent
that such Liens constitute Permitted Encumbrances) may be used to
repurchase replacement assets to the extent permitted under the
Indenture; PROVIDED, that such sale of assets is permitted pursuant to
Sections 6.8(2) and (3) hereof and no Default or Event of Default shall
have occurred and be continuing or would result therefrom.".
(3) On and after the Effective Date, Section 1.3(2)(c) is amended and
restated as follows:
"If Ultimate Parent issues Stock, no later than the Business Day
following the date of receipt of the proceeds thereof, and subject to the
right of the Borrower and Ultimate Parent to prepay up to thirty-three
and one third percent (33 1/3%) of the principal amount of the Senior
Notes as provided for in the Indenture, Borrower shall prepay the Loans,
to be applied ratably to all of the Loans owing by Borrower, in an amount
equal to all such proceeds, net of underwriting discounts and commissions
and other reasonable costs paid to non-Affiliates in connection
therewith, multiplied by a fraction equal to the aggregate outstanding
amount of the Loans divided by the sum of the aggregate outstanding
amount of the Loans plus the revolving loans, swing line loans and letter
of
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credit obligations under the US Facility. Any such prepayment shall be
applied in accordance with CLAUSE (3) below.
SECTION 3 - AMENDMENT OF SECTION 6
3.1 AMENDMENT OF SECTION 6.3 - INDEBTEDNESS
On and after the Effective Date, Section 6.3 is amended and restated as follows:
(1) No Credit Party shall create, incur, assume or permit to exist any
Indebtedness, except (without duplication) (a) Indebtedness secured by
purchase money security interests and Capital Leases permitted in SECTION
6.7(3), (b) the Loans and the other Obligations, (c) unfunded pension
fund and other employee benefit plan obligations and liabilities to the
extent they are permitted to remain unfunded under applicable law, (d)
(i) existing Indebtedness described in DISCLOSURE SCHEDULE 6.3, (ii) with
respect to the US Borrowers, Indebtedness under the US Facility not to
exceed US$35,000,000 and (iii) with respect to Ultimate Parent,
Indebtedness under the Senior Notes not to exceed US$62,500,000, less, at
all times, the aggregate amount thereof repaid and, with respect to Maska
Canada, Indebtedness under the Senior Notes not to exceed US$62,500,000,
less, at all times, the aggregate amount thereof repaid and, with respect
to Indebtedness permitted under each of the foregoing clauses (a) and
(d)(i), refinancings thereof or amendments or modifications thereto which
do not have the effect of increasing the principal amount thereof or
changing the amortization thereof (other than to extend the same) and
which are otherwise on terms and conditions no less favourable to any
Credit Party, Agent or any Lender, as determined by Agent, acting
reasonably, than the terms of the Indebtedness being refinanced, amended
or modified, (e) Indebtedness under interest rate and currency hedging
arrangements entered into in the ordinary course of a Credit Party's
business, consistent with past practices, (f) Indebtedness of SHC to
Ultimate Parent in the amount of US$50,215,024.08 payable on demand
resulting from an intercompany advance made by Ultimate Parent to US
Acquisition Sub with the proceeds of the Term Loan and the Phoenix
Investment for the purpose of consummating the transactions contemplated
by the US Acquisition, (g) Indebtedness in the form of loans made by
Maska Canada and Maska US to Ultimate Parent that are payable on demand
and do not exceed, individually or in the aggregate for all such loans,
in any Fiscal Year, US$900,000 or the Equivalent Amount thereof on a
pro-rata basis (to be determined for each of Maska Canada and Maska US
based on the ratio of such Person's EBITDA to the total of Maska Canada's
and Maska US's EBITDA for the Fiscal Quarter most recently ended before
any such loan) for the purposes of paying the necessary fees and expenses
to maintain Ultimate Parent's corporate existence, the reasonable costs
of its directors' and officers' insurance, its legal and accounting fees
to the extent such fees relate to legal and accounting services provided
directly to it by entities that are not its Affiliates, and its other
general, administrative and regulatory fees, (h) Indebtedness in the form
of loans made by Maska Canada to Maska US that are payable on demand and
the proceeds of which are used for the purpose of paying trade creditors
of Maska US, in an aggregate amount outstanding not to exceed, at any
time, C$1,000,000 or the Equivalent Amount thereof; (i) Indebtedness in
the form of loans made by Maska US to Ultimate Parent for the purpose of
paying, to the extent otherwise expressly permitted in this Agreement, up
to ninety percent (90%) of fifty percent (50%) of (A) (x) regularly
scheduled interest payments on, and prepayments of principal of, the
Senior Notes and (y) customary and
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reasonable fees and expenses of the Indenture Trustee and the Collateral
Agent required to be paid pursuant to the Indenture and the Collateral
Agency Agreement in an aggregate amount that does not exceed US$100,000
or the Equivalent Amount thereof in any Fiscal Year and (B) Additional
Interest, (j) indemnity obligations of Ultimate Parent or any of its
Subsidiaries (other than Borrowers or US Borrowers) in favour of the
directors or officers of Ultimate Parent or any of its Subsidiaries in
respect of all costs, charges and expenses incurred by them by reason of
any action taken in their capacity as such; (k) Indebtedness in the form
of loans made by Tropsport to SHC Hockey for the purpose of paying trade
creditors of SHC Hockey, in an aggregate amount outstanding not to
exceed, at any time, C$75,000 or the Equivalent Amount thereof; (l)
Indebtedness in the form of intercompany loans made on the Closing Date
described under "Intercompany Loans" in DISCLOSURE SCHEDULE 1.4,
subordinated as required in accordance with SECTION 6.3(2), (m)
Indebtedness in the form of an operating credit facility made available
to Maska Canada by National Bank of Canada in a principal amount not
exceeding C$500,000 for the purposes of reimbursing National Bank of
Canada in respect of overdrafts that occur from time to time in accounts
of Borrower maintained at that bank which operating credit facilities
shall be unsecured except for a standby letter of credit in the amount of
up to C$500,000 issued pursuant to this Agreement; PROVIDED that, in the
cases of clauses (f), (g), (h), (i), (j), (k) and (l), (A) each Credit
Party shall record all intercompany transactions to which it is a party
on its books and records in accordance with GAAP; (B) at the time any
such intercompany loan is made by a Credit Party, and after giving effect
thereto, each Credit Party party thereto shall be Solvent; (C) such
intercompany loan would not be prohibited by any applicable law
(including financial assistance and fraudulent conveyance provisions, if
any, thereunder) and (D) no Default or Event of Default has occurred that
is continuing or would occur and be continuing after giving effect to any
such proposed intercompany loan; and provided, further, that in the case
of clause (i), if such intercompany loan is made, in whole or in part,
for the purpose of making a prepayment of principal of the Senior Notes
under clause (i)(A)(x), a payment of fees or expenses under clause
(i)(A)(y) or a payment of Additional Interest under clause (i)(B), then
the Fixed Charge Coverage Ratio, calculated on a pro forma basis, after
giving effect to the aggregate amount of such prepayment of principal of
the Senior Notes, payment of fees or expenses or payment of Additional
Interest as permitted herein, as the case may be, and based on the
financial results of Ultimate Parent for the four Fiscal Quarters then
most recently ended, shall not be less than 1.25:1 and Ultimate Parent
shall have delivered to Agent and Lenders, prior to such payment being
made, a certificate of the Vice-President, Finance and Administration
showing in reasonable detail the calculation used in determining
compliance with the foregoing financial test and certifying that the
other financial covenants set forth on ANNEX G shall be met, on a pro
forma basis, after giving effect to such prepayment of principal, and
that in the case of clause (m), no Default or Event of Default has
occurred that is continuing at the time of any advance or loan made under
the operating credit facility described therein or would occur and be
continuing after giving effect to any such advance or loan.
(2) The payment of any of the obligations of Maska Canada, Maska US or
Tropsport under the intercompany loans made by Ultimate Parent or SHC, as
applicable, permitted in SECTION 6.3(1)(L) above (the "Subordinated
Obligations") shall hereby be subordinated, to the extent and in the
manner provided for herein, to the prior payment in full of all
Obligations. Upon any distribution of assets of Maska Canada, Maska US or
Tropsport
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in any dissolution, winding up, liquidation or reorganization (whether in
bankruptcy, insolvency or receivership proceedings or upon an assignment
for the benefit of creditors or otherwise):
(a) Agent and Lenders shall first be entitled to receive payment in
full in cash of the Obligations before Ultimate Parent or SHC, as
applicable, is entitled to receive any payment on account of the
Subordinated Obligations;
(b) any payment or distribution of assets of Maska Canada, Maska US or
Tropsport of any kind or character, whether in cash, property or
securities, to which Ultimate Parent or SHC would be entitled
except for the provisions of this SECTION 6.3(2), shall be paid by
the trustee or agent or other Person making such payment or
distribution directly to Agent in the manner set forth in this
Agreement, to the extent necessary to make payment in full of all
Obligations remaining unpaid after giving effect to any concurrent
payment or distribution or provisions therefor to Agent for itself
and Lenders; and
(c) in the event that notwithstanding the foregoing provisions of this
SECTION 6.3(2), any payment or distribution of assets of Maska
Canada, Maska US or Tropsport of any kind or character, whether in
cash, property or securities, shall be received by Ultimate Parent
or SHC, as applicable, on account of the Subordinated Obligations
before all Obligations are paid in full, such payment or
distribution shall be received and held in trust for and shall be
paid over to Agent for itself and Lenders for application to the
payment of the Obligations until all of the Obligations shall have
been paid in full, after giving effect to any concurrent payment
or distribution or provision therefor to Agent for itself and
Lenders.
No right of Agent or any Lender to enforce the subordination provisions
herein shall at any time in any way be prejudiced or impaired by any act
or failure to act on the part of a Credit Party or by any act or failure
to act, in good faith, by any Credit Party, or by any noncompliance by a
Credit Party with the terms of this Agreement, regardless of any
knowledge thereof which any Credit Party may have or be otherwise charged
with.
(3) No Credit Party shall, directly or indirectly, voluntarily purchase,
redeem, defease or prepay any principal of, premium, if any, interest or
other amount payable in respect of any Indebtedness, other than (a) the
Obligations, (b) the US Facility Obligations, (c) Indebtedness secured by
a Permitted Encumbrance if the asset securing such Indebtedness has been
sold or otherwise disposed of in accordance with SECTION 6.8(2) or
6.8(3), (d) other Indebtedness (excluding the Senior Notes Indebtedness)
not in excess of C$250,000 or the Equivalent Amount thereof in another
currency, and (e) Indebtedness under the Senior Notes permitted to be
prepaid under SECTION 6.14. ".
3.2 AMENDMENT TO SECTION 6.7 - LIENS.
On and after the Effective Date, Section 6.7 is amended and restated as follows:
"No Credit Party shall create, incur, assume or permit to exist any Lien
on or with respect to its Accounts or any of its other properties or
assets (whether now owned or hereafter acquired) except for (1) Permitted
Encumbrances; (2) Liens in existence on the date
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hereof and summarized on DISCLOSURE SCHEDULE 6.7; (3) Liens created after
the date hereof by conditional sale or other title retention agreements
(including Capital Leases) or in connection with purchase money
Indebtedness with respect to Equipment and Fixtures acquired by any
Credit Party in the ordinary course of business, involving the incurrence
of an aggregate amount of purchase money Indebtedness and Capital Lease
Obligations (for all Credit Parties) of not more than US$7,000,000 or the
Equivalent Amount thereof in another currency outstanding at any one time
for all such Liens (PROVIDED that such Liens attach only to the assets
subject to such purchase money debt and such Indebtedness is incurred
within thirty-five (35) days following such purchase and does not exceed
100% of the purchase price of the subject assets); (4) Liens of the US
Lenders and the US Agent in the Collateral securing Indebtedness and
Guaranteed Indebtedness under the US Facility subject to the
Intercreditor Agreement and to the extent such Indebtedness and
Guaranteed Indebtedness is permitted by SECTIONS 6.3(1) and 6.6, as
applicable (the "US Facility Liens"); and (5) Liens of the Collateral
Agent in the Collateral securing Indebtedness under the Senior Notes, the
Credit Parties' obligations to pay customary fees and expenses of the
Collateral Agent and the Indenture Trustee required to be paid pursuant
to the Indenture and the Collateral Agency Agreement and the Credit
Parties' indemnification obligations under the Indenture and Guaranteed
Indebtedness under guarantees of such Indebtedness and other obligations
to the extent such Liens are subject to the Intercreditor Agreement and
such Indebtedness and Guaranteed Indebtedness are permitted by SECTIONS
6.3(1) and 6.6, as applicable (the "Collateral Agent Liens"). No Credit
Party shall create, incur, assume or permit to exist, or permit to be
created, incurred or assumed, any Lien on the Intellectual Property of
any European Subsidiary other than the Collateral Agent Liens. In
addition, no Credit Party shall become a party to any agreement, note,
indenture or instrument, or take any other action, which would prohibit
the creation of a Lien on any of its properties or other assets in favour
of Agent, on behalf of itself and Lenders, or the Lenders, as applicable,
as additional collateral for the Obligations, except operating leases,
Capital Leases or Licenses, the US Facility Agreement or the Indenture
which prohibit additional Liens upon the assets that are subject thereto.
3.3 AMENDMENT TO SECTION 6.8 - SALE OF STOCK AND ASSETS
On and after the Effective Date, Section 6.8 is amended and restated as follows:
"No Credit Party shall sell, transfer, convey, assign or otherwise
dispose of any of its properties or other assets, including its Stock or
the capital Stock of any of its Subsidiaries or CCM (whether in a public
or a private offering or otherwise) or any of their Accounts, other than
(1) the sale of Inventory in the ordinary course of business, (2) the
sale, transfer, conveyance or other disposition by a Credit Party of
Equipment, Fixtures or Real Estate that are obsolete or no longer used or
useful in such Credit Party's business, (3) other Equipment and Fixtures
having a value not exceeding C$250,000 or the Equivalent Amount thereof
in another currency in any single transaction or C$750,000 or the
Equivalent Amount thereof in another currency in the aggregate in any
Fiscal Year, and (4) any issuances of Stock permitted under SECTION 6.5.
With respect to any disposition of assets or other properties permitted
pursuant to clause (2) and clause (3) above, Agent and Lenders, if
applicable, agree on reasonable prior written notice to release their
Liens on such assets or other properties in order to permit the
applicable
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Credit Party to effect such disposition and shall execute and deliver to
Borrowers, at Borrowers' expense, appropriate financing change statements
and other releases as reasonably requested by Borrowers. For greater
certainty, this Section 6.8 shall not prohibit an assignment by a Credit
Party of its properties or other assets, by way of security, which is
expressly permitted by SECTION 6.7.".
3.4 AMENDMENT TO SECTION 6.14 - RESTRICTED PAYMENTS
On and after the Effective Date, Section 6.14 is amended and restated as
follows:
"No Credit Party shall make any Restricted Payment, except (1) dividends
and distributions by Subsidiaries of Borrower paid to Borrower, (2)
employee loans permitted under SECTION 6.4(2) above, (3) payment on the
Closing Date of management fees by Ultimate Parent to Ultimate Parent
Stockholders in the aggregate amount of US$1,000,000 in connection with
services provided in closing the Related Transactions, (4) dividend
payments in kind (that is, in the form of common Stock) including,
without limitation, in respect of the Phoenix Investment; (5) Ultimate
Parent may issue common Stock issuable upon the exercise of warrants or
options, as permitted under SECTION 6.5; (6) payments by Ultimate Parent
and Maska Canada from the gross proceeds of the sale of the Units of up
to US$4,800,000 in the aggregate on or immediately following the date of
issuance of the Units on account of fees and expenses relating to the
offering of the Units, (7) loans by Maska Canada and Maska US to Ultimate
Parent in the form, on the terms and to the extent permitted under
SECTION 6.3(1)(G) and loans by Maska US to Ultimate Parent in the form,
on the terms and to the extent permitted under SECTION 6.3(1)(I); (8)
Ultimate Parent and Maska Canada may prepay the principal of the Senior
Notes and pay Additional Interest and customary and reasonable fees and
expenses of the Indenture Trustee and the Collateral Agent in an
aggregate amount that does not exceed US$100,000 or the Equivalent Amount
thereof in any Fiscal Year required to be paid pursuant to the Indenture
and the Collateral Agency Agreement; provided, that (a) the amount of
Ultimate Parent's prepayment or payment, as applicable, shall not exceed
fifty percent (50%) of the amount being prepaid or paid and the amount of
Maska Canada's prepayment or payment, as applicable, shall not exceed
fifty percent (50%) of the amount being prepaid or paid; (b) Requisite
Lenders shall have given their prior consent to each prepayment,
exercising their reasonable credit judgment, (c) after giving effect to
each prepayment or payment, Net Borrowing Availability shall be at least
fifteen percent (15%) of the lesser of the Maximum Amount and the
Borrowing Base, and, (d) the Fixed Charge Coverage Ratio, calculated on a
pro forma basis, after giving effect to the aggregate amount of such
prepayments of principal of the Senior Notes and payments of Additional
Interest and fees and expenses and based on the financial results of
Ultimate Parent for the four Fiscal Quarters then most recently ended,
shall not be less than 1.25:1 and Ultimate Parent shall have delivered to
Agent and Lenders, prior to each payment being made, a certificate of the
Vice-President, Finance and Administration showing in reasonable detail
the calculation used in determining compliance with the foregoing
financial test and certifying that the other financial covenants set
forth on ANNEX G shall be met, on a pro forma basis, after giving effect
to such prepayment of principal or payment of Additional Interest and
fees and expenses; (9) Ultimate Parent and Maska Canada may pay (in each
case, on a pro rata basis based on the amounts that their respective
portions of the Senior Notes Indebtedness (as described in SECTION
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6.3(1)(d)(iii)) represent of the total Senior Notes Indebtedness)
regularly scheduled interest on the Senior Notes and customary and
reasonable fees and expenses of the Indenture Trustee and the Collateral
Agent in an aggregate amount that does not exceed US$100,000 or the
Equivalent Amount thereof in any Fiscal Year required to be paid pursuant
to the Indenture and the Collateral Agency Agreement; (10) (a) Ultimate
Parent may pay Borrower Guarantee Fees and (b) Borrower may pay Ultimate
Parent Guarantee Fees in an aggregate amount that does not exceed
US$1,250,000 (or the Equivalent Amount thereof) in respect of any Fiscal
Year (with such payments being pro-rated for the number of days in the
period in respect of which such fee is paid if the relevant period is
less than a Fiscal Year); provided, that the aggregate amount of such
Guarantee Fees paid by Borrower under this clause (10) shall at no time
exceed the amount of Guarantee Fees in cash that have been previously
paid or are concurrently paid by Ultimate Parent to Borrower in respect
of the same period; and provided further, however, that payments by
Borrower and Ultimate Parent of Guarantee Fees may be off-set against
their rights to receive such fees from the other of them; provided, that
(a) in the cases of clauses (3), (6), (7), (8), (9) and (10), no Default
or Event of Default shall have occurred and be continuing or would result
after giving effect to any payment under such clauses, (b) at least ten
percent (10%) of Ultimate Parent's payments under clauses (8) and (9)
shall be obtained or contributed from Subsidiaries of Ultimate Parent
other than the Credit Parties, (c) after giving effect to each payment
under clauses (9) and (10), Net Borrowing Availability shall be at least
fifteen percent (15%) of the lesser of the Maximum Amount and the
Borrowing Base, (d) in the case of clause (10), the proceeds of the sale
of Units by Ultimate Parent that may be transferred by Ultimate Parent to
Borrower shall not constitute Guarantee Fees paid by Ultimate Parent to
Borrower and Borrower shall not make any payment until after the delivery
of the Financial Statements described in clause (4) of Annex E for the
Fiscal Year in respect of which Borrower intends to pay a Guarantee Fee
together with the items that should accompany such Financial Statements
pursuant to such clause and, prior to any payment being made by Borrower,
Borrower shall have delivered to Agent and Lenders a certificate of its
Vice-President, Finance and Administration certifying that the payment
that Borrower proposes to make will be in compliance with the applicable
clause and showing in reasonable detail the calculation used in
determining that Borrower may make such payment; (11) dividends and
distributions by Subsidiaries of Ultimate Parent paid to Ultimate Parent
to the extent required to enable Ultimate Parent to make payments of
Additional Interest that are permitted to be paid under clause (8) and
the payments of interest, fees and expenses that are permitted to be paid
by Ultimate Parent under clause (9); and (12) notwithstanding clause (8),
Ultimate Parent and Maska Canada may prepay or repay up to thirty-three
and one third percent (33 1/3%) of the principal amount of the Senior
Notes with the proceeds of common Stock issuances by Ultimate Parent, as
provided for in the Indenture. ".
3.5 AMENDMENT TO SECTION 6.18 - CHANGES RELATING TO OTHER INDEBTEDNESS.
On and after the Effective Date, Section 6.18 is amended and restated as
follows:
"No Credit Party shall change or amend the terms of the Indenture, the
Collateral Agency Agreement, the Senior Notes or the Units, as in effect
on the Effective Date (or any indenture or agreement in connection
therewith) if the effect of such amendment is to: (1) increase the
interest rate on such Indebtedness; (2) change the dates upon which
10
payments of principal or interest are due on such Indebtedness other than
to extend such dates; (3) change any default or event of default other
than to delete or make less restrictive any default provision therein, or
add any covenant with respect to such Indebtedness; (4) change the
redemption or prepayment provisions of such Indebtedness other than to
extend the dates therefor or to reduce the premiums payable in connection
therewith; (5) grant any security or collateral to secure payment of such
Indebtedness other than the Liens granted on the Collateral as of the
date of issuance and sale of the Units; or (6) change or amend any other
term if such change or amendment would increase the obligations of the
obligor or confer additional rights to the Collateral Agent Secured
Parties in a manner materially adverse to any Credit Party, Agent or any
Lender, as determined by Agent in its discretion, acting reasonably.".
SECTION 4 - AMENDMENT OF SECTION 8
4.1 AMENDMENT OF SECTION 8.1 - EVENTS OF DEFAULT
On and after the Effective Date, Clause (14) of Section 8.1 of the Existing
Credit Agreement is amended and restated as follows:
"(14) one or both of Ultimate Parent or Borrower become liable to pay, to
or on behalf of the Holders, Additional Interest, which liability,
individually or in the aggregate, exceeds US$1,500,000.".
SECTION 5 - AMENDMENTS OF ANNEXES
5.1 AMENDMENT OF ANNEX A - DEFINITIONS
On and after the Effective Date, Annex A is amended and restated as follows:
(1) Paragraph (4.1) is inserted into Annex A of the Existing Credit Agreement
immediately following the term "(4) ACCOUNTS LIQUIDATION PERIOD" as
follows:
"(143.1) ADDITIONAL INTEREST shall mean any additional interest, damages
or claims payable in respect of the Units and arising out of (1) the
failure of one or both of Ultimate Parent or Borrower to (a) file the
registration statement required in respect of the Units on a timely
basis, or (b) complete the offer to exchange the Units for the Exchange
Units (as defined in the Indenture) within thirty (30) days from the date
the registration statement is required to be effective, (2) the failure
of the Securities Exchange Commission to declare the required
registration statement in respect of the Units effective on time, or (3)
the failure of Ultimate Parent to grant, or cause its Subsidiaries to
grant, to the Collateral Agent, a perfected security interest in and to
the Collateral (as defined in the Indenture) which is located in Sweden,
as more particularly described in section 4.17 of the Indenture. For
greater certainty, Additional Interest shall constitute Interest
Expense.".
(2) Paragraph (46) of Annex A of the Existing Credit Agreement is amended and
restated as follows:
"(46) CHANGE OF CONTROL shall mean any event, transaction or occurrence
as a result of which (a) Ultimate Parent Stockholders shall cease to own
and control a percentage of all
11
of the issued and outstanding capital Stock of all classes of Ultimate
Parent on a fully diluted basis greater than the aggregate percentage of
such Stock held by any other Person and any Affiliates of such other
Person, (b) (A) so long as the board of directors of Ultimate Parent
consists of five members, there shall cease to be two elected
representatives of Ultimate Parent Stockholders on the board of directors
of Ultimate Parent or Ultimate Parent Stockholders shall cease to have
the right to nominate and ensure the election of a third representative
on the board of directors of Ultimate Parent, or (B) if the number of
directors on the board of Ultimate Parent is more or less than five,
Ultimate Parent Stockholders shall cease to have, or be entitled to have,
proportional representation on the board of Ultimate Parent equivalent to
the proportional representation set out in clause (A), or (c) otherwise
constitutes a "change of control" as defined under the Indenture.".
(3) Paragraph (54.1) is inserted into Annex A of the Existing Credit
Agreement immediately following the term "(54) COLLATERAL" as follows:
"(54.1) COLLATERAL AGENCY AGREEMENT shall mean the agreement between,
among others, the Collateral Agent, Borrower, Ultimate Parent, the other
Credit Parties and the Indenture Trustee.".
(4) Paragraph (54.2) is inserted into Annex A of the Existing Credit
Agreement immediately following the term "(54.1) COLLATERAL AGENCY
AGREEMENT" as follows:
"(54.2) COLLATERAL AGENT shall mean one or more, as the context so
requires, of the fonde de pouvoir, the collateral agents, the trustee
and/or a similar Person, in its capacity as the holder of security for
the Holders of the Senior Notes, itself and the Indenture Trustee.".
(5) Paragraph (54.3) is inserted into Annex A of the Existing Credit
Agreement immediately following the term "(54.2) COLLATERAL AGENT" as
follows:
"(54.3) COLLATERAL AGENT LIENS shall have the meaning given to it in
SECTION 6.7".
(6) Paragraph (54.4) is inserted into Annex A of the Existing Credit
Agreement immediately following the term "(54.3) COLLATERAL AGENT LIENS"
as follows:
"(54.4) COLLATERAL AGENT SECURED PARTIES shall mean the Holders, the
Collateral Agent and the Indenture Trustee.".
(7) Paragraph (54.5) is inserted into Annex A of the Existing Credit
Agreement immediately following the term "(54.4) COLLATERAL AGENT SECURED
PARTIES" as follows:
"(54.4) COLLATERAL AGENT SENIOR COLLATERAL shall mean all assets of the
Credit Parties and their Subsidiaries which are subject to the prior
ranking Liens in favour of the Collateral Agent Secured Parties in
accordance with the terms of the Intercreditor Agreement.".
(8) Paragraph (58) of Annex A of the Existing Credit Agreement is amended and
restated as follows:
"(58) COMMITMENT TERMINATION DATE shall mean the earliest of (a) October
17, 2002, (b) the date of termination of Lenders' obligations to make
Loans and/or incur Letter of
12
Credit Obligations or permit existing Loans to remain outstanding
pursuant to SECTION 8.2(2), and (c) the date of indefeasible prepayment
in full by Borrower of the Loans and the cancellation and return (or
stand-by guarantee) of all Letters of Credit or the cash
collateralization of all Letter of Credit Obligations pursuant to ANNEX
B, and the permanent reduction of the Revolving Loan Commitment and the
Swing Line Commitment to zero dollars ($0)."
(9) Paragraph (105.1) is inserted into Annex A of the Existing Credit
Agreement immediately following the term "(105) GOVERNMENTAL AUTHORITY"
as follows:
"(105.1) GUARANTEE FEES shall mean reasonable fees paid (a) by Borrower
to Ultimate Parent solely as consideration for the guarantee by Ultimate
Parent of Borrower's Senior Note Indebtedness or (b) by Ultimate Parent
to Borrower solely as consideration for the guarantee by Borrower of
Ultimate Parent's Senior Note Indebtedness, as the context requires and,
in each case, pursuant to applicable law.".
(10) Paragraph (111.1) is inserted into Annex A of the Existing Credit
Agreement immediately following the term "(111) HKBC LENDERS" as follows:
"(111.1) HOLDER shall mean a holder of a Unit or Units.".
(11) Paragraph (116.1) is inserted into Annex A of the Existing Credit
Agreement immediately following the term "(116) INDEMNIFIED PERSON" as
follows:
"(116.1) INDENTURE shall mean that certain indenture between, among
others, the Indenture Trustee, Ultimate Parent, Borrower and the other
Credit Parties with respect to the issuance of the Units and the Senior
Notes.".
(12) Paragraph (116.2) is inserted into Annex A of the Existing Credit
Agreement immediately following the term "(161.2) INDENTURE" as follows:
"(116.2) INDENTURE TRUSTEE shall mean the Person acting in the capacity
as trustee for Holders under the Indenture.".
(13) Paragraph (122) of Annex A of the Existing Credit Agreement is amended
and restated as follows:
"(122) INTERCREDITOR AGREEMENT shall mean the intercreditor agreement
between the Agent, the US Agent, the Indenture Trustee, the Collateral
Agent and the Credit Parties, in form and substance satisfactory to Agent
and Lenders, under which, among other things, are set out the relative
priorities of the Liens of the Agent, the Lenders, the US Agent, the US
Lenders, the Indenture Trustee and the Collateral Agent with respect to
the Collateral, as amended, supplemented, modified and restated from time
to time.".
(14) Paragraph (153.1) is inserted into Annex A of the Existing Credit
Agreement immediately following the term "(153) MASKA CANADA BORROWING
BASE" as follows:
"(153.1) MASKA CANADA SENIOR NOTES shall mean the US$62,500,000 principal
amount of senior secured notes issued by Borrower to the Holders pursuant
to the Indenture.".
13
(15) Paragraph (216.1) is inserted into Annex A of the Existing Credit
Agreement immediately following the term "(216) SECURITY AGREEMENTS" as
follows:
"(216.1) SENIOR NOTES shall mean, collectively, the Ultimate Parent
Senior Notes and the Maska Canada Senior Notes.".
(16) Paragraph (216.2) is inserted into Annex A of the Existing Credit
Agreement immediately following the term "(216.1) SENIOR NOTES" as
follows:
"(216.2) SENIOR NOTES INDEBTEDNESS shall mean the Indebtedness of
Ultimate Parent and Borrower under or pursuant to the Indenture and the
Senior Notes.".
(17) Paragraph (254.1) is inserted into Annex A of the Existing Credit
Agreement immediately following the term "(254) ULTIMATE PARENT
GUARANTEE" as follows:
"(254.1) ULTIMATE PARENT SENIOR NOTES shall mean the US$62,500,000
principal amount of senior secured notes issued by Ultimate Parent to the
Holders pursuant to the Indenture.".
(18) Paragraph (256.1) is inserted into Annex A of the Existing Credit
Agreement immediately following the term "(256) UNFUNDED PENSION
LIABILITY" as follows:
"(256.1) UNIT shall mean one unit of (i) US$ 500 principal amount of
Ultimate Parent Senior Notes and (ii) US $500 principal amount of Maska
Canada Senior Notes.".
(19) Paragraph (256.2) is inserted into Annex A of the Existing Credit
Agreement immediately following the term "(256.1) UNIT" as follows:
(256.2) UNIT PURCHASE AGREEMENT shall mean the Purchase Agreement between
Ultimate Parent, Borrower and Jefferies & Company, Inc. pursuant to which
Jefferies & Company, Inc. have agreed to buy the Units.".
(20) Paragraph (268.1) is inserted into Annex A of the Existing Credit
Agreement immediately following the term "(268) US FACILITY LIENS" as
follows:
(268.1) US FACILITY OBLIGATIONS shall mean the "OBLIGATIONS", as such
term is defined in the US Facility Agreement.".
SECTION 6 - MISCELLANEOUS AMENDMENTS
6.1 REPLACEMENT OF THE WORDS "TERM LOAN"
On and after the Effective Date, the words "TERM LOAN" are replaced with the
words "SENIOR NOTES INDEBTEDNESS" in the following sections of the Existing
Credit Agreement:
(1) Section 3.8;
(2) Paragraph (97) of Annex A (definition of Fixed Charges); and
(3) Paragraph (209) subparagraph (c) of Annex A (definition of Restricted
Payment).
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6.2 REPLACEMENT OF WORDS "TERM LOAN AGREEMENT"
On and after the Effective Date, the words "TERM LOAN AGREEMENT" are replaced
with the word "INDENTURE" in Section 6.16 of the Existing Credit Agreement.
6.3 REPLACEMENT OF WORDS "TERM LOAN LIENS"
On and after the Effective Date, the words "TERM LOAN LIENS" are replaced with
"COLLATERAL AGENT LIENS" in the following sections of the Existing Credit
Agreement:
(1) Section 1.6 (6)(b)(B);
(2) Section 1.7(1)(b);
(3) Section 1.7(4)(b); and
(4) Section 3.3(6).
6.4 CERTIFICATE OF ULTIMATE PARENT
On and after the Effective Date, clause (13.1) is inserted into Annex E of the
Existing Credit Agreement immediately following clause (13) as follows:
"(13.1) CERTIFICATE OF ULTIMATE PARENT. Prior to any payment by Ultimate
Parent of Guarantee Fees, to Agent and Lenders, a certificate of Ultimate
Parent's Vice-President, Finance and Administration designating the
amount that Ultimate Parent proposes to pay to Borrower as a Guarantee
Fee.".
SECTION 7 - CONSENTS AND WAIVERS
7.1 WAIVERS OF EVENTS OF DEFAULT
Agent and Requisite Lenders hereby waive any Events of Default that may have
occurred as a result of Borrower and Ultimate Parent making the payments with
respect to the Indebtedness under the Amended and Restated Term Loan Agreement,
Term Loan Facility 1 and Term Loan Facility 2, with the net proceeds of the
issuance of the Senior Notes, as more particularly described in Exhibit A.
SECTION 8 - REPRESENTATIONS AND WARRANTIES
To induce Agent and Lenders to enter into this Fourth Amendment, Borrower
makes the following representations and warranties to Agent and each Lender,
each of which shall survive the execution and delivery of this Fourth
Amendment:
8.1 CORPORATE POWER, AUTHORIZATION AND ENFORCEABLE OBLIGATIONS
(1) The execution and delivery by each Credit Party of this Fourth Amendment,
and the performance by each Credit Party of its obligations under this
Fourth Amendment and the Existing Credit Agreement as amended by this
Fourth Amendment:
15
(a) are within such Credit Party's corporate power;
(b) have been duly authorized by all necessary or proper corporate and
shareholder action of such Credit Party;
(c) do not contravene any provision of such Credit Party's constating
documents or by-laws or any shareholder's agreement to which such
Credit Party is a party;
(d) do not violate any law or regulation, or any order or decree of
any court or Governmental Authority;
(e) do not conflict with or result in the breach or termination of,
constitute a default under or accelerate or permit the
acceleration of any performance required by, any indenture,
mortgage, deed of trust, lease, agreement or other instrument to
which such Credit Party is a party or by which such Credit Party
or any of its property is bound;
(f) do not result in the creation or imposition of any Lien upon any
of the property of such Credit Party; and
(g) do not require the consent or approval of any Governmental
Authority or any other Person.
(2) This Fourth Amendment has been duly executed and delivered by each Credit
Party and this Fourth Amendment and the Existing Credit Agreement, as
amended by this Fourth Amendment, constitute legal, valid and binding
obligations of each Credit Party and are enforceable against it in
accordance with their respective terms.
(3) Borrower has delivered to Agent a true and complete photocopy of the
Indenture and each of the documents and instruments described in the
schedule of additional documents attached hereto as Schedule "B"
(collectively, the "INDENTURE DOCUMENTS") required to be delivered
thereunder as conditions precedent to this Fourth Amendment becoming
effective.
8.2 REPRESENTATIONS AND WARRANTIES TRUE AND CORRECT
After giving effect to this Fourth Amendment on the Effective Date, each of the
representations and warranties of every Credit Party contained in the Existing
Credit Agreement and each of the other Loan Documents is true and correct on and
as of the Effective Date as if made on such date, except to the extent any such
representation or warranty expressly relates to an earlier date and except for
changes expressly permitted or expressly contemplated by the Existing Credit
Agreement and subsequent amendments thereto.
8.3 NO DEFAULT OR EVENT OF DEFAULT
After giving effect to this Fourth Amendment on the Effective Date, no Default
or Event of Default shall be continuing.
16
SECTION 9 - AMENDMENT FEE
To induce Agent and Lenders to enter into this Fourth Amendment, Borrower agrees
to pay to Agent, for the ratable benefit of Lenders, an amendment fee of
US$70,000 ("AMENDMENT FEE").
SECTION 10 - CONDITIONS PRECEDENT
10.1 CONDITIONS PRECEDENT TO THIS FOURTH AMENDMENT BECOMING EFFECTIVE
This Fourth Amendment shall become effective as of the date on which the
following conditions shall have been satisfied in a manner satisfactory to Agent
or waived in writing by Agent and Lenders (such date is referred to herein as
the "EFFECTIVE DATE"):
(1) FOURTH AMENDMENT; INTERCREDITOR AGREEMENT. This Fourth Amendment
(including Schedule "A" hereto) or counterparts hereof shall have been
duly executed by the Credit Parties, Agent and Lenders, and delivered to
Borrower, Agent and Lenders. The Intercreditor Agreement (as described in
Section 5.1(13), the "INTERCREDITOR AGREEMENT") or counterparts thereof
in form and substance satisfactory to Agent and Lenders shall have been
executed by and delivered to the parties thereto (with delivery to
Borrower constituting delivery to all Credit Parties).
(2) COMPLETION OF OFFERING OF UNITS; INDENTURE DOCUMENTS. The offering and
sale of the Units shall have been completed as contemplated in the
Offering Circular dated March 11, 2002 (3:10 a.m. printed version) under
which the Units are being offered for sale and, for greater certainty, no
amendment or supplement thereto shall have been made that is not
acceptable to Agent and Lenders. The interest rates under the Senior
Notes shall be acceptable to Lenders, acting reasonably. The Indenture
Documents shall be in form and substance satisfactory to Agent and
Lenders and copies of such documents shall have been delivered to Agent.
The Indenture Documents also shall be in full force and effect.
(3) OFFICER'S CERTIFICATE. Agent shall have received (in sufficient number of
copies for distribution to Lenders) a certificate of an officer of
Borrower certifying that the Indenture Documents are in full force and
effect and that attached to such certificate are accurate and complete
copies thereof.
(4) AMENDED OPERATING PLAN. Agent and Lenders shall have received an amended
and restated annual operating plan from Ultimate Parent and its
Subsidiaries, in the form described in Clause (3) of Annex E of the
Existing Credit Agreement, after having given effect to the issuance of
the Units.
(5) FINANCIAL STATEMENTS. Notwithstanding Clause (4) of Annex E of the
Existing Credit Agreement, Agent and Lenders shall have received audited
Financial Statements from Ultimate Parent and its Subsidiaries and the
accompanying materials described in that Clause (4), for the Fiscal Year
ended December 31, 2001.
(6) DISCLOSURE STATEMENT. Agent and Lenders shall have received, not fewer
than two (2) Business Days prior to the Effective Date, an amended and
restated DISCLOSURE SCHEDULE 3.27, setting forth the required information
in respect of each Credit Party, which
17
schedule shall, as of the date of delivery, be marked to show any changes
since the Closing Date.
(7) FEES. Agent shall have received, for its and/or Lenders' accounts, as
applicable, all fees due and payable to Agent and/or Lenders, including,
without limitation, the Amendment Fee.
(8) OPINIONS. Agent and Lenders shall have received legal opinions from
counsel to the Credit Parties in respect of this Fourth Amendment, the
Existing Credit Agreement, as amended by this Fourth Amendment, and the
Intercreditor Agreement, in form and substance satisfactory to Agent,
acting reasonably.
SECTION 11 - MISCELLANEOUS
11.1 RATIFICATION AND CONFIRMATION OF LOAN DOCUMENTS
Except as specifically amended by this Fourth Amendment, the Existing Credit
Agreement and all other Loan Documents (including all Guarantees) shall remain
in full force and effect and are hereby ratified and confirmed.
11.2 RESERVATION OF RIGHTS AND REMEDIES
This Fourth Amendment shall not, except as expressly provided herein, operate as
a waiver of any right or remedy of Agent or Lenders under any of the Loan
Documents, nor constitute a waiver of any provisions of the Loan Documents.
Agent and Lenders reserve all of their rights to proceed to enforce their rights
and remedies at any time and from time to time in connection with any and all
Defaults or Events of Default now existing or hereafter arising.
11.3 REFERENCES IN LOAN DOCUMENTS TO CREDIT AGREEMENT
On and after the Effective Date, each reference in the Loan Documents to the
Credit Agreement shall mean and be a reference to the Existing Credit Agreement,
as amended hereby.
11.4 HEADINGS
The headings used herein are for convenience only and do not constitute matters
to be considered in interpreting this Fourth Amendment.
11.5 REIMBURSEMENT
Without limiting any provisions of the Existing Credit Agreement, Borrower
agrees to reimburse Agent for all reasonable out-of-pocket fees and expenses,
including the reasonable fees and expenses of legal counsel, in connection with
the preparation, negotiation, execution and delivery of this Fourth Amendment
and the documents contemplated hereby.
11.6 COUNTERPARTS
This Fourth Amendment may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which shall together
constitute one agreement. Delivery of
18
an executed counterpart of a signature page of this Fourth Amendment by
facsimile shall be as effective as delivery of a manually executed counterpart
of this Fourth Amendment.
11.7 LENDER AUTHORIZATION REGARDING INTERCREDITOR AGREEMENT
Each of the Lenders hereby approves the Intercreditor Agreement and authorizes
the Agent to execute and deliver the Intercreditor Agreement. Each of the
Lenders acknowledges receipt of a copy of the Intercreditor Agreement.
11.8 LOAN DOCUMENT
This Fourth Amendment constitutes a Loan Document.
[INTENTIONALLY LEFT BLANK]
19
The parties have executed this Agreement.
SPORT MASKA INC., as Borrower
By: /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President, Finance
and Administration
THE HOCKEY COMPANY, as a Credit Party
By: /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Chief Financial Officer
and Vice President,
Finance and Administration
SLM TRADEMARK ACQUISITION CANADA
CORPORATION, as Credit Party
By: /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President, Finance
and Administration
SPORTS HOLDINGS CORP., as Credit Party
By: /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President, Finance
and Administration
MASKA U.S., INC., as Credit Party
By: /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President, Finance
and Xxxxxxxxxxxxxx
00
XXX TRADEMARK ACQUISITION CORP., as Credit
Party
By: /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President, Finance
and Administration
WAP HOLDINGS INC., as Credit Party
By: /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President, Finance
and Administration
21
GENERAL ELECTRIC CAPITAL CANADA INC., as
Agent and Lender
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxx
Title:
CONGRESS FINANCIAL CORPORATION (CANADA), as
Lender
By: /s/ Xxxxx Xxxxxxxx
---------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice-President
