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FIFTH AMENDMENT TO CREDIT AGREEMENT
Dated as of October 17, 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
-------------------------------------------------------------------------------
Osler, Xxxxxx & Harcourt LLP
FIFTH AMENDMENT TO CREDIT AGREEMENT
FIFTH AMENDMENT TO CREDIT AGREEMENT
This Fifth Amendment to Credit Agreement (this "FIFTH AMENDMENT"), dated as of
October 17, 2002, is 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 Sport
Maska Inc. 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 prior to
giving effect to this Fifth Amendment, the "EXISTING CREDIT
AGREEMENT").
X. Xxxxx U.S., Inc. and the other 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 has requested amendments to certain provisions of the Existing
Credit Agreement (concurrently with Maska U.S., Inc.'s requested
amendments to the US Facility Agreement).
D. Agent and Lenders have agreed to grant Borrower's request on the terms
and subject to the conditions contained in this Fifth Amendment.
FIFTH AMENDMENT TO CREDIT AGREEMENT
- 2 -
FOR VALUE RECEIVED, the parties agree as follows:
SECTION 1 - INTERPRETATION
1.1 DEFINITIONS
Capitalized terms used and not defined in this Fifth 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 9.1 of this Fifth Amendment.
1.2 INCORPORATION INTO EXISTING CREDIT AGREEMENT
The Existing Credit Agreement and this Fifth Amendment shall henceforth be read
together and shall have the effect as if all the provisions of such agreements
were contained in one agreement (the Existing Credit Agreement, as amended by
this Fifth Amendment, the "AMENDED CREDIT AGREEMENT").
SECTION 2 - AMENDMENTS OF SECTION 1 OF THE EXISTING CREDIT AGREEMENT
2.1 AMENDMENTS OF SECTION 1.5 - INTEREST AND APPLICABLE MARGINS
On and after the Effective Date:
(1) The Applicable Margins grid in Section 1.5 of the Existing Credit
Agreement is amended and restated as follows:
"IF OPERATING CASH LEVEL OF
FLOW RATIO IS: APPLICABLE MARGINS:
> 2.75 Level I
> 2.25, but less than or equal to 2.75 Level II
> 1.5, but less than or equal to 2.25 Level III
> 1.25, but less but or equal to 1.5 Level IV
less than or equal to 1.25 Level V
FIFTH AMENDMENT TO CREDIT AGREEMENT
- 3 -
APPLICABLE MARGINS
LEVEL I LEVEL II LEVEL III LEVEL IV LEVEL V
Applicable Cdn Index Margin 0.50% 0.50% 0.75% 1.00% 1.25%
Applicable US Index Margin 0.25% 0.25% 0.50% 0.75% 1.00%
Applicable BA Margin 1.50% 1.75% 2.00% 2.25% 2.50%
Applicable LIBOR Margin 1.50% 1.75% 2.00% 2.25% 2.50%
Applicable Unused Line Fee Percentage 0.25% 0.25% 0.25% 0.25% 0.375%"
(2) The "Level III" Applicable Margins, as set out in the Applicable
Margins grid in Section 1.5 of the Amended Credit Agreement, shall
apply until the next adjustment (if any) in the Applicable Margins
provided for in the Amended Credit Agreement.
2.2 AMENDMENT OF SECTION 1.9 - FEES
On and after the Effective Date, Section 1.9(2) of the Existing Credit Agreement
is amended and restated as follows:
"(2) As additional compensation for Revolving Lenders, Continuing
Borrower agrees to pay to Agent, a per annum fee (calculated on the
basis of a 360 day year for actual days elapsed) for the ratable
benefit of Revolving Lenders, in arrears, on the first Business Day of
each month prior to the Commitment Termination Date and on the
Commitment Termination Date, for Continuing Borrower's non-use of
available funds in an amount equal the product of (a) the difference
between (i) the Maximum Amount and (ii) the average for the period of
the daily closing balances of the Revolving Loan and the Swing Line
Loan outstanding during the period for which such fee is due and (b)
the Applicable Unused Line Fee Percentage.".
For greater certainty, Section 1.9(2) of the Amended Credit Agreement shall not
be applicable to any period prior to the Effective Date.
2.3 AMENDMENT OF SECTION 1.14 - ACCESS
On and after the Effective Date, Section 1.14 of the Existing Credit Agreement
is amended by amending and restating the second last sentence of such Section as
follows:
"Agent will give Lenders at least ten (10) days' prior written notice
of regularly scheduled audits, which audits may be conducted no more
frequently than once per annum unless (a) Continuing Borrower fails to
make any payment of principal of, or interest on, or Fees or any other
amount owing in respect of, the Loan or any of the other Obligations
when due and payable, (b) any Credit Party shall fail to keep or
observe any of the provisions of Section 6.10 or set forth in ANNEX G,
or (c) (i) Aggregate Net Borrowing Availability is less than
US$15,000,000 and (ii) there are outstanding Loans to Continuing
Borrower, in any case of which audits may be conducted as frequently as
Agent determines necessary or advisable.".
FIFTH AMENDMENT TO CREDIT AGREEMENT
- 4 -
SECTION 3 - AMENDMENTS OF SECTION 6 OF THE EXISTING CREDIT AGREEMENT
3.1 AMENDMENT OF SECTION 6.3 - INDEBTEDNESS
On and after the Effective Date, Section 6.3(1)(d)(ii) of the Existing Credit
Agreement is amended and restated as follows:
"(ii) with respect to the US Borrowers under the US Facility not to
exceed US$12,000,000 and".
3.2 AMENDMENT OF SECTION 6.21 - INTELLECTUAL PROPERTY LICENSES; CCM
SHAREHOLDER'S AGREEMENT
Section 6.21 of the Existing Credit Agreement is amended by inserting the
following immediately before the first sentence thereof:
"No Credit Party shall accept a Licence of Intellectual Property
granted to it by CCM, NHL Enterprises Canada, L.P. or NHL Enterprises
L.P. or any Affiliate thereof unless and until Continuing Borrower
provides Agent with notice thereof and Agent shall have received any
Consents and Acknowledgements Respecting Intellectual Property which
Agent determines are necessary or desirable to protect Agent's and
Lenders' interests in and rights of enforcement against the
Collateral.".
SECTION 4 - AMENDMENTS OF ANNEXES
4.1 AMENDMENTS OF ANNEX A - DEFINITIONS
On and after the Effective Date,
(1) Paragraph (9.1) is inserted into Annex A of the Existing Credit
Agreement immediately following the term "(9) AGGREGATE BORROWING BASE"
as follows:
"(9.1) AGGREGATE NET BORROWING AVAILABILITY means the sum of (1) Net
Borrowing Availability and (2) "NET BORROWING AVAILABILITY", as such
term is defined in the US Facility Agreement.".
(2) Paragraph (15) of Annex A of the Existing Credit Agreement is amended
and restated as follows:
"(15) APPLICABLE MARGINS means collectively the Applicable Cdn Index
Margin, the Applicable US Index Margin, the Applicable BA Rate Margin,
the Applicable LIBOR Margin and the Applicable Unused Line Fee
Percentage.".
(3) Paragraph (15.1) is inserted into Annex A of the Existing Credit
Agreement immediately following the term "(15) APPLICABLE MARGINS" as
follows:
"(15.1) APPLICABLE UNUSED LINE FEE PERCENTAGE means the percentage
determined by reference to Section 1.5(1).".
FIFTH AMENDMENT TO CREDIT AGREEMENT
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(4) Paragraph (25) of Annex A of the Existing Credit Agreement is amended
and restated as follows:
"(15) BORROWING BASE and AGGREGATE BORROWING BASE shall mean, as of any
date of determination by Agent, from time to time, an amount equal to
the sum, expressed in each of Canadian Dollars and US Dollars, at such
time of:
(a) eighty percent (80%) of the book value of Continuing
Borrower's Eligible Accounts;
(b) fifty-five percent (55%) of the book value of Continuing
Borrower's Eligible Inventory, other than Eligible Raw
Material Inventory, valued on a first-in, first-out basis (at
the lower of cost and market); and
(c) twenty percent (20%) of the book value of Continuing
Borrower's Eligible Raw Material Inventory valued on a
first-in, first-out basis (at the lower of cost and market),
in each case, less any Reserves established by Agent at such time in
its reasonable credit judgment. For greater certainty, the amounts of
the "BORROWING BASE" and the "AGGREGATE BORROWING BASE" in Canadian
Dollars and in US Dollars shall be determined in accordance with the
currency conversion method set forth in SECTIONS 1.6 and 1.7 and the
exchange rate used by such Borrower in making such calculations shall
be set forth on the relevant Borrowing Base Certificate.".
(5) 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, 2005, (b) the date of termination of Lenders' obligations
to make Loans and/or incur Letter of 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 Continuing 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).".
(6) Clause (c)(iii) of the term "EBITDA" contained in Paragraph (73) of
Annex A of the Existing Credit Agreement is amended and restated as
follows:
"(iii) loss from extraordinary items for such period and non-recurring
restructuring charges in connection with the closing of the applicable
Credit Party's Drummondville, Quebec, Richmond, Quebec, Harrow, Ontario
and Williston, Vermont facilities not to exceed US$2,500,000 for the
Fiscal Year ending December 31, 2002,".
(7) Paragraph (75.1) is inserted into Annex A of the Existing Credit
Agreement immediately following the term "(75) ELIGIBLE INVENTORY" as
follows:
FIFTH AMENDMENT TO CREDIT AGREEMENT
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"(75.1) ELIGIBLE RAW MATERIAL INVENTORY means raw materials (excluding
equipment) used to produce finished goods that will be held for sale in
the ordinary course of business and that will be otherwise Eligible
Inventory.".
(8) The first sentence of Paragraph (213) of Annex A of the Existing Credit
Agreement is amended and restated as follows:
"(213) REVOLVING LOAN shall mean, at any time, the sum of (i) the
aggregate amount of Revolving Credit Advances outstanding to Continuing
Borrower plus (ii) the aggregate amount of Letter of Credit Obligations
incurred on behalf of Continuing Borrower; provided, that in
calculating outstanding Loans for the purposes of Section 1.14(c)(ii)
and Paragraphs (1) and (8) of ANNEX F, Revolving Loan shall mean the
aggregate amount of Revolving Credit Advances outstanding to Continuing
Borrower.".
4.2 AMENDMENT OF ANNEX B - LETTERS OF CREDIT
On and after the Effective Date, Paragraph (1) of Annex B of the Existing Credit
Agreement is amended by replacing the reference to "Ten Million U.S. Dollars
(US$10,000,000)" in clause (i) thereof with the following:
"Seven Million U.S. Dollars (US$7,000,000).".
4.3 AMENDMENTS OF ANNEX F - COLLATERAL REPORTS
On and after the Effective Date,
(1) Paragraph 1 of Annex F of the Existing Credit Agreement is amended and
restated as follows:
"(1) To Agent, upon its request, and, in any event not less frequently
than twice monthly, on the third Business Day of each of the second
week and the last week of each Fiscal Month, commencing with the week
of November 25, 1998 (together with a copy of all or a part of such
delivery requested by any Lender in writing after the Closing Date), a
Borrowing Base Certificate with respect to Continuing Borrower
accompanied, in each case, by such supporting detail and documentation
as shall be requested by Agent in its reasonable discretion; provided,
that if Aggregate Net Borrowing Availability is equal to or greater
than US $15,000,000 and there are outstanding Loans to Continuing
Borrower, Continuing Borrower shall only be required to make such
deliveries on the third Business Day following of the last day of each
Fiscal Month.".
(2) Paragraph 8 of Annex F of the Existing Credit Agreement is amended and
restated as follows:
"(8) Continuing Borrower, at its own expense, shall deliver to Agent
such appraisals of its assets as Agent may request at any time (a)
after Continuing Borrower fails to make any payment of principal of, or
interest on, or Fees or any other amount owing in respect of, the Loan
or any of the other Obligations when due and payable, (b) after any
Credit Party shall fail to keep or observe any of the provisions of
Section 6.10 or set forth in ANNEX G, or (c) (i) that Aggregate Net
Borrowing Availability is less than
FIFTH AMENDMENT TO CREDIT AGREEMENT
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US$15,000,000 and (ii) there are outstanding Loans to Continuing
Borrower, such appraisals to be conducted, in each case, by an
appraiser, and be in form and substance, satisfactory to Agent.".
4.4 AMENDMENTS OF ANNEX G - FINANCIAL COVENANTS
(1) On and after the Effective Date, paragraph (2) of Annex G of the Existing
Credit Agreement is amended by replacing the specific minimum Fixed Charge
Coverage Ratio for the Fiscal Quarters ending on and after December 31, 2002
with the following:
"1.2 to 1.0 for the four consecutive Fiscal Quarters ending December
31, 2002 and for the four consecutive Fiscal Quarters ending on the
last day of each Fiscal Quarter thereafter.".
(2) On and after the Effective Date, paragraph (4) of Annex G of the Existing
Credit Agreement is amended by inserting the following immediately after the
last sentence thereof:
"For the purposes of this paragraph (4), the term Net Borrowing
Availability hereunder and as defined in the US Facility Agreement
shall be read without reference in each case to the phrase ", the
lesser of (i) the Maximum Amount and (ii)" and, in addition, in the
case of the US Facility Agreement, without reference to the phrase "(i)
Maximum Amount less the sum of the Revolving Loan and Swing Line Loan
outstanding to all other Borrowers and (ii)".
4.5 AMENDMENT OF ANNEX I - NOTICE ADDRESS
On and after the Effective Date, Annex I of the Existing Credit Agreement is
amended and restated in the form of Annex I attached hereto.
4.6 AMENDMENT OF ANNEX J - COMMITMENT DEFINITION
On and after the Effective Date, Annex J of the Existing Credit Agreement is
amended and restated in the form of Annex J attached hereto.
SECTION 5 - AMENDMENTS OF EXHIBITS
5.1 AMENDMENT OF EXHIBIT 1.1(1)(A) - FORM OF NOTICE OF REVOLVING CREDIT
ADVANCE
On and after the Effective Date, Exhibit 1.1(1)(a) of the Existing Credit
Agreement is amended and restated in the form of Exhibit 1.1(1)(a) attached
hereto.
5.2 AMENDMENT OF EXHIBIT 4.1(2) - BORROWING BASE CERTIFICATE
On and after the Effective Date, Exhibit 4.1(2) of the Existing Credit Agreement
is amended and restated in the form of Exhibit 4.1(2) attached hereto.
FIFTH AMENDMENT TO CREDIT AGREEMENT
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SECTION 6 - REPRESENTATIONS AND WARRANTIES
To induce Agent and Lenders to enter into this Fifth Amendment, Borrower makes
the following representations and warranties to Agent and each Lender, each of
which shall survive the execution and delivery of this Fifth Amendment:
6.1 CORPORATE POWER, AUTHORIZATION AND ENFORCEABLE OBLIGATIONS
(1) The execution and delivery by each Credit Party of this Fifth
Amendment, and the performance by each Credit Party of its obligations
under this Fifth Amendment and the Existing Credit Agreement as amended
by this Fifth Amendment:
(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 Fifth Amendment has been duly executed and delivered by each
Credit Party and this Fifth Amendment and the Amended Credit Agreement
constitute legal, valid and binding obligations of each Credit Party
and are enforceable against it in accordance with their respective
terms.
6.2 REPRESENTATIONS AND WARRANTIES TRUE AND CORRECT
(1) After giving effect to this Fifth 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.
FIFTH AMENDMENT TO CREDIT AGREEMENT
- 9 -
(2) Without in any way limiting the generality of Section 6.2(1) hereof,
Borrower represents and warrants to Agent and each Lender that Schedule 6.2(2)
contains a true and complete list of all License Agreements to which one or more
Credit Parties and NHL Enterprises, L.P. and/or NHL Enterprises Canada, L.P. are
party.
6.3 NO DEFAULT OR EVENT OF DEFAULT
After giving effect to this Fifth Amendment on the Effective Date, no Default or
Event of Default shall be continuing.
SECTION 7 - DELIVERY OF UPDATED DISCLOSURE SCHEDULES AND SECTIONS 4.21 AND 4.22
INDENTURE DOCUMENTS
Borrower shall deliver to Agent, on or before November 15, 2002, revised
Disclosure Schedules 3.2, 3.6, 3.8, 3.14, 3.18 and 3.27, marked to show the
changes (if any) to the existing versions of such Disclosure Schedules, and an
accurate and complete copy of each security agreement, lessor consent, waiver
and subordination that has been delivered by any Credit Party pursuant to
Section 4.21 or 4.22 of the Indenture, together with a certificate of an officer
of Borrower certifying that such copies are accurate and complete copies of all
such documents required to have been delivered under such Sections of the
Indenture or such a certificate that no such deliveries are required, as
applicable. Upon delivery of each of such Disclosure Schedules, Borrower shall
be deemed to have represented and warranted that the representations and
warranties in the Section of the Amended Credit Agreement corresponding with
such Disclosure Schedule shall be true and correct on and as of the date of such
delivery as if made on such date. Notwithstanding Section 8 of the Existing
Credit Agreement, failure by the Borrower to deliver the disclosure and
documents required under this Section 7 on or before November 15, 2002 shall
constitute an Event of Default.
SECTION 8 - AMENDMENT FEE
To induce Lender to enter into this Fifth Amendment, Borrower agrees to pay to
Agent, for the sole account of GE Capital Canada, an amendment fee of US$90,000
("AMENDMENT FEE").
SECTION 9 - CONDITIONS PRECEDENT
9.1 CONDITIONS PRECEDENT TO THIS FIFTH AMENDMENT BECOMING EFFECTIVE
This Fifth 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) FIFTH AMENDMENT. This Fifth Amendment, or counterparts hereof, shall
have been duly executed by the Credit Parties, Agent and Lenders, and
delivered to Borrower, Agent and Lenders.
(2) 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.
FIFTH AMENDMENT TO CREDIT AGREEMENT
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(3) OPINIONS. Agent and Lenders shall have received legal opinions from
counsel to the Credit Parties in respect of this Fifth Amendment, the
Amended Credit Agreement and the other Loan Documents in form and
substance satisfactory to Agent, acting reasonably.
(4) ACKNOWLEDGEMENT AND CONFIRMATION OF CONGRESS FINANCIAL CORPORATION
(CANADA). Agent and Borrower shall have received an acknowledgement and
confirmation duly executed by Congress Financial Corporation (Canada)
("CONGRESS CANADA") under which Congress Canada acknowledges and
confirms that upon receipt of C$5,453,346.81 (the "CONGRESS CANADA
PAYMENT AMOUNT") it shall have been repaid all Obligations owing to it,
its Revolving Loan Commitment has been terminated and it has no further
rights under any of the Loan Documents except to the extent that a Loan
Document provides that a Lender's rights survive termination of its
Revolving Loan Commitment and Agent shall be satisfied that Congress
Canada has received the Congress Canada Payment Amount.
SECTION 10 - MISCELLANEOUS
10.1 REDUCTION OF COLLATERAL MONITORING FEE
The parties hereto agree that, on and after the Effective Date, the "Collateral
Monitoring Fee" referenced in Paragraph (4) of the GE Capital Fee Letter is
reduced from US$50,000 to US$30,000 for each applicable period commencing on or
after October 17, 2002.
10.2 CONSENT SUPPLEMENT
Borrower agrees to deliver to Agent on or before October 30, 2002 a supplement
(in form and substance satisfactory to Agent acting reasonably) to the Consent
Agreement dated November, 1998 between NHL Enterprises, L.P., NHL Enterprises
Canada, L.P., the Credit Parties named therein and Agent pursuant to which
Schedule B thereto is supplemented to add Licence Agreements to which one or
more Credit Parties and NHL Enterprises, L.P. and/or NHL Enterprises Canada,
L.P. are party and that are described in such supplement to the extent necessary
or desirable in order to protect Agent's and Lender's interests in and rights of
enforcement against the Collateral.
10.3 NO NOVATION
This Fifth Amendment does not constitute a novation or termination of the
Obligations under the Existing Credit Agreement or the other Loan Documents and
all such Obligations are continuing, in all respects, except as modified by this
Fifth Amendment.
10.4 RATIFICATION AND CONFIRMATION OF LOAN DOCUMENTS
Except as specifically amended by this Fifth 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.
FIFTH AMENDMENT TO CREDIT AGREEMENT
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10.5 RESERVATION OF RIGHTS AND REMEDIES
This Fifth 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.
10.6 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 Amended Credit Agreement.
10.7 HEADINGS
The headings used herein are for convenience only and do not constitute matters
to be considered in interpreting this Fifth Amendment.
10.8 REIMBURSEMENT
Without limiting any provisions of the Existing Credit Agreement, Borrower
agrees to reimburse Agent upon request 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
Fifth Amendment and the documents contemplated hereby.
10.9 COUNTERPARTS
This Fifth 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 an executed counterpart of a signature
page of this Fifth Amendment by facsimile shall be as effective as delivery of a
manually executed counterpart of this Fifth Amendment.
10.10 LOAN DOCUMENT
This Fifth Amendment constitutes a Loan Document.
[INTENTIONALLY LEFT BLANK]
FIFTH AMENDMENT TO CREDIT AGREEMENT
- 2 -
The parties have executed this Agreement.
SPORT MASKA INC., as Borrower
By:
-------------------------------------------
Name:
Title:
THE HOCKEY COMPANY, as Credit Party
By:
-------------------------------------------
Name:
Title:
SLM TRADEMARK ACQUISITION CANADA CORPORATION,
as Credit Party
By:
-------------------------------------------
Name:
Title:
SPORTS HOLDINGS CORP., as Credit Party
By:
-------------------------------------------
Name:
Title:
MASKA U.S., INC., as Credit Party
By:
-------------------------------------------
Name:
Title:
FIFTH AMENDMENT TO CREDIT AGREEMENT
- 13 -
SLM TRADEMARK ACQUISITION CORP.,
as Credit Party
By:
-------------------------------------------
Name:
Title:
WAP HOLDINGS INC., as Credit Party
By:
-------------------------------------------
Name:
Title:
GENERAL ELECTRIC CAPITAL CANADA INC.,
as Agent and Lender
By:
-------------------------------------------
Name:
Title:
FIFTH AMENDMENT TO CREDIT AGREEMENT
ANNEX I (SECTION 11.10)
TO
CREDIT AGREEMENT
NOTICE ADDRESSES
(A) If to Agent or GE Capital Canada, at
General Electric Capital Canada Inc.
00 Xxxx Xxxxxx Xxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: The Hockey Company - Account Manager
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
with copies to:
General Electric Capital Corporation
000 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000-0000
Attention: The Hockey Company - Account Manager
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
and:
Osler, Xxxxxx & Xxxxxxxx XXX
Xxxxxxxxxx & Xxxxxxxxxx
Xxx 00, 0 Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxx Xxxxxx and Xxxxx Xxxxxxx
Telecopier No.: (000) 000-0000
and:
General Electric Capital Corporation
000 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000-0000
Attention: Corporate Counsel - Commercial Finance
Telecopier No.: (000) 000-0000
FIFTH AMENDMENT TO CREDIT AGREEMENT
(B) If to the Borrower, at
Sport Maska Inc.
0000 xxxx xx Xxxxxxxxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxxxx
X0X 0X0
Attention: Xxxxxx Xxxxxxxxxx
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
with copies to:
Wellspring Capital Management LLC
000 Xxxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx
00000
Attention: Xxxx Xxxxxxx
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
and:
Davies, Ward, Xxxxxxxx & Xxxxxxxx LLP
0000 XxXxxx Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx
X0X 0X0
Attention: Xxxxxxx Xxxxxxxx
Telecopier No.: (000) 000-0000
and:
Xxxxxx, Xxxxx & Bockius LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxx
Telecopier No.: (000) 000-0000
(C) Communications with each Lender (other than GE Capital Canada) shall be
addressed to the address of such Lender set forth under its name on the signing
pages of this Agreement, with a copy to Agent and each person to whom copies of
communications with Agent are to be given or served under this Annex I.
FIFTH AMENDMENT TO CREDIT AGREEMENT
ANNEX J (FROM ANNEX A - COMMITMENTS DEFINITION)
TO
CREDIT AGREEMENT
Lender(s)
General Electric Capital Canada Inc.
Revolving Loan Commitment
(including a Swing Line Commitment
of US$3,000,000): US$30,000,000
FIFTH AMENDMENT TO CREDIT AGREEMENT
EXHIBIT 1.1(1)(a)
FORM OF NOTICE OF REVOLVING CREDIT ADVANCE
See attached.
FIFTH AMENDMENT TO CREDIT AGREEMENT
EXHIBIT 4.1(2)
BORROWING BASE CERTIFICATE
See attached.
FIFTH AMENDMENT TO CREDIT AGREEMENT
SCHEDULE 6.2(2)
LICENSE AGREEMENTS
LICENSEE CONTRACT NO. OR DESCRIPTION
Sport Maska Inc. and Maska U.S., Inc. License and Sponsorship Agreement,
dated September 25, 1998, among NHL
Enterprises, L.P., NHL Enterprises
B.V., NHL Enterprises Canada, L.P.,
Sport Maska Inc. and Maska U.S.,
Inc.
Sport Maska Inc. and Maska U.S., Inc. Amendment to License and Sponsorship
Agreement, dated October 27, 1998,
amending License and Sponsorship
Agreement originally dated September
25, 1998, among NHL Enterprises,
L.P., NHL Enterprises B.V., NHL
Enterprises Canada, L.P., Sport
Maska Inc. and Maska U.S., Inc.
Sport Maska Inc., Maska U.S., Inc., Letter Agreement, dated May 11,
Jofa AB and KHF Finland Oy 2000, amending the License and
Sponsorship Agreement, dated
September 25, 1998, as amended on
October 27, 1998, among NHL
Enterprises, L.P., NHL Enterprises
B.V., NHL Enterprises Canada, L.P.,
Sport Maska Inc. and Maska U.S.,
Inc.
Sport Maska Inc., Maska U.S., Inc., Letter Agreement, dated February 15,
Jofa AB and KHF Finland Oy 2001, supplementing, modifying and
restating the Letter Agreement,
dated May 11, 2000, as noted therein
and further amending the License and
Sponsorship Agreement, dated
September 25, 1998, as amended on
October 27, 1998, among NHL
Enterprises, L.P., NHL Enterprises
B.V., NHL Enterprises Canada, L.P.,
Sport Maska Inc. and Maska U.S.,
Inc.
FIFTH AMENDMENT TO CREDIT AGREEMENT