Exhibit 10.11
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TENTH AMENDMENT TO CREDIT AGREEMENT
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This Tenth Amendment to Credit Agreement (the "Amendment") is made on this
31/st/ day of March, 2000 by and among Converse Inc. (the "Borrower"), BT
Commercial Corporation, as Agent (in such capacity, the "Agent") and BT
Commercial Corporation (in its capacity as lender, "BTCC"), Fleet Business
Credit Corporation ("FBC"), LaSalle National Bank ("LaSalle"), BankBoston, N.A.
("BankBoston"), FINOVA Capital Corporation ("FINOVA"), GMAC Commercial Credit
LLC ("GMAC"), Fleet Capital Corporation ("Fleet"), Bank of America, N.A.
("BofA"), Xxxxxx Financial, Inc. (BT, FBC, LaSalle, BankBoston, FINOVA, GMAC,
Fleet, BofA, and Xxxxxx referred to collectively as "Lenders").
W I T N E S S E T H:
WHEREAS, the Agent, the Lenders and the Borrower are parties to that
certain Credit Agreement dated as of May 21, 1997, as amended by that certain
First Amendment to Credit Agreement dated as of June 26, 1997, that certain
Second Amendment to Credit Agreement dated as of November 21, 1997, that certain
Third Amendment to Credit Agreement dated as of January 29, 1998, that certain
Fourth Amendment to Credit Agreement dated as of September 16, 1998, that
certain Fifth Amendment to Credit Agreement dated as of May 28, 1999, that
certain Sixth Amendment to Credit Agreement dated as of July 30, 1999, that
certain Seventh Amendment to Credit Agreement dated as of October 31, 1999, that
certain Eighth Amendment to Credit Agreement dated November 15, 1999, and that
certain Ninth amendment to credit agreement dated February 15, 2000
(collectively, the "Credit Agreement"); and
WHEREAS, the parties desire to amend the Credit Agreement, as more fully
set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the adequacy is hereby acknowledged,
and subject to the terms and conditions hereof, the parties hereto agree as
follows:
SECTION 1. DEFINITIONS. Unless otherwise defined herein, all capitalized
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terms shall have the meaning given to them in the Credit Agreement.
SECTION 2. AMENDMENTS TO CREDIT AGREEMENT.
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2.1 The defined term "Borrowing Base", which appears in Section 1.1
of the Credit Agreement, is hereby amended by deleting the reference to "March
31, 2000" contained in subsection (F)(i) thereof and inserting "May 15, 2000" in
its stead.
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SECTION 3. WAIVER.
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3.1 Waiver of Event of Default. Borrower has advised the Agent that
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Borrower has failed to comply with the provisions of Section 7.7 of the Credit
Agreement for the 12 month period ending December 31, 1999, which failure
constitutes an Event of Default. Subject to the satisfaction by the Borrower of
the conditions precedent contained herein, the Agent and Required Lenders hereby
waive the Event of Default occasioned as a result of Borrower's failure to
comply with the provisions of Section 7.7 for the 12 month period ending
December 31, 1999. Such waiver is limited to the Event of Default described
herein and is not a waiver with respect to any other Default or Event of Default
which has or may occur pursuant to the terms of the Credit Agreement generally.
SECTION 4. CONDITIONS PRECEDENT. The effectiveness of this Amendment is
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expressly conditioned upon satisfaction of the following conditions precedent:
4.1 Amendment. Agent shall have received copies of this Amendment
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duly executed by Borrower and Lenders constituting Required Lenders.
4.2 Amendment Fee. Borrower shall have paid to Agent for the benefit
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of the Lenders who have committed to make advances pursuant to subsection (F) of
the Borrowing Base, an amendment fee in the amount of $50,000.
4.3 Waiver Fee. Borrower shall have paid to Agent for the benefit of
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the Lenders in accordance with their respective Revolving Credit Commitments as
set forth on Annex I as amended herein, a Waiver Fee in the amount of $100,000.
4.4 Other. Agent shall have received such other documents,
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certificates and assurances as it shall reasonably request.
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SECTION 5. REAFFIRMATION OF BORROWER. Borrower hereby represents and
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warrants to Agent and Lender that (i) the representations and warranties set
forth in Section 5 of the Credit Agreement are true and correct on and as of the
date hereof, except to the extent (a) that any such representations or
warranties relate to a specific date, or (b) of changes thereto as a result of
transactions for which Agent and Lender have granted their consent; (ii) to the
best of Borrower's knowledge, on the date hereof it is in compliance with all of
the terms and provisions set forth in the Credit Agreement as hereby amended;
and (iii) to the best of Borrower's knowledge, upon execution hereof no Default
or Event of Default has occurred and is continuing or has not previously been
waived.
SECTION 6. FULL FORCE AND EFFECT. Except as herein amended, the Credit
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Agreement and all other Credit Documents shall remain in full force and effect.
SECTION 7. COUNTERPARTS. This Amendment may be executed in two or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same document.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the
day and year specified above.
Borrower:
CONVERSE INC.
By:_______________________________
Name:__________________________
Title:_________________________
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Agent:
BT COMMERCIAL CORPORATION
By:_______________________________
Name:__________________________
Title:_________________________
Lenders:
BT COMMERCIAL CORPORATION
By:_______________________________
Name:__________________________
Title:_________________________
FLEET BUSINESS CREDIT
CORPORATION
By:_______________________________
Name:__________________________
Title:_________________________
LASALLE NATIONAL BANK
By:_______________________________
Name:__________________________
Title:_________________________
BANKBOSTON, N.A.
By:_______________________________
Name:__________________________
Title:_________________________
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Lenders:
FINOVA CAPITAL CORPORATION
By:_______________________________
Name:__________________________
Title:_________________________
GMAC COMMERCIAL CREDIT LLC
By:_______________________________
Name:__________________________
Title:_________________________
FLEET CAPITAL CORPORATION
By:_______________________________
Name:__________________________
Title:_________________________
BANK OF AMERICA, N.A.
By:_______________________________
Name:__________________________
Title:_________________________
XXXXXX FINANCIAL, INC.
By:_______________________________
Name:__________________________
Title:_________________________
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ANNEX I
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LENDERS AND COMMITMENT AMOUNTS
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Lender Revolving Credit Commitment
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BT Commercial Corporation $12,600,000
000 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Fleet Business Credit Corporation $12,000,000
000 Xxxxxxxxxxx Xxxx.
Xxxxxxxxxxx, XX 00000
LaSalle National Bank $12,600,000
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
FINOVA Capital Corporation $ 9,600,000
000 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000
GMAC Commercial Credit LLC $12,000,000
0000 Xxxxxx xx xxx Xxxxxxxx, 0/xx/ Xxxxx
Xxx Xxxx, XX 00000
Fleet Capital Corporation $ 3,600,000
000 Xxxxxxxxxxx Xxxx.
Xxxxxxxxxxx, XX 00000
Bank of America, N.A. $ 9,600,000
000 Xxxxxxxxx Xxxxxx, 00/xx/ Xxxxx
Xxxxxxx, Xxxxxxx 00000
Xxxxxx Financial, Inc. $12,000,000
000 Xxxx Xxxxxx Xxxxxx, 00/xx/ Xxxxx
Xxxxxxx, XX 00000
BankBoston, N.A. $ 6,000,000
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ANNEX I-A
LENDERS AND COMMITMENT AMOUNT
With Respect to Subsection (F) of the
Borrowing Base as of
February 15, 2000
Name and Address of Lender Revolving Credit Commitment
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BT Commercial Corporation $4,000,000
000 Xxxxx Xxxxxx Xxxxx, 00/xx/ Xxxxx
Xxxxxxx, Xxxxxxxx 00000
LaSalle National Bank $2,000,000
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
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