EXECUTION COPY
AMENDMENT NO. 7 TO CREDIT AGREEMENT
AMENDMENT NO. 7 TO CREDIT AGREEMENT (this "Amendment"), dated
as of November 27, 2001 and effective as of August 31, 2001 among RAWLINGS
SPORTING GOODS COMPANY, INC., a Delaware corporation ("Borrower"), the other
Credit Parties signatory to the hereinafter defined Credit Agreement; GENERAL
ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual
capacity, "GE Capital"), for itself, as Lender, and as Agent for Lenders
("Agent"), and the other Lenders signatory to the hereinafter defined Credit
Agreement.
W I T N E S S E T H :
WHEREAS, the Borrower, the other Credit Parties, the Agent and
the Lenders are party to that certain Credit Agreement, dated as of December 28,
1999 (as amended, restated, supplemented or otherwise modified from time to
time, the "Credit Agreement");
WHEREAS, on and subject to the terms and conditions hereof,
Borrower and the other Credit Parties have requested that Agent and Lenders, and
Agent and Lenders are willing to, amend certain provisions of the Credit
Agreement, all as set forth herein;
WHEREAS, this Amendment shall constitute a Loan Document and
these Recitals shall be construed as part of this Amendment; capitalized terms
used herein without definition are so used as defined in Annex A to the Credit
Agreement.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein, the parties hereto hereby agree as follows:
1. Amendment.
(a) Section (c) of Annex G to the Credit Agreement is
amended by deleting the number "$9,000,000" set forth in the column headed
"Minimum EBITDA" opposite the "Fourth Fiscal Quarter of Fiscal Year 2001" in the
chart contained in such Section and replacing such number with the number
"$8,600,000."
(b) Exhibit 4.1(b) to the Credit Agreement is deleted in
its entirety and replaced by Exhibit 4.1(b) attached hereto.
2. Representations and Warranties of Credit Parties. In
order to induce Agent and Lenders to enter into this Amendment, each Credit
Party hereby jointly and severally represents and warrants to Agent and Lenders
that:
(a) Representations and Warranties. After giving effect
to this Amendment, no representation or warranty of any Credit Party contained
in the Credit Agreement or any of the other Loan Documents, including this
Amendment, shall be untrue or incorrect in any
material respect as of the date hereof, except to the extent that such
representation or warranty expressly relates to an earlier date.
(b) Authorization, etc. Each Credit Party has the power
and authority to execute, deliver and perform this Amendment. Each Credit Party
has taken all necessary action (including, without limitation, obtaining
approval of its stockholders, if necessary) to authorize its execution, delivery
and performance of this Amendment. No consent, approval or authorization of, or
declaration or filing with, any Governmental Authority, and no consent of any
other Person, is required in connection with any Credit Party's execution,
delivery and performance of this Amendment, except for those already duly
obtained. This Amendment has been duly executed and delivered by each Credit
Party and constitutes the legal, valid and binding obligation of each Credit
Party, enforceable against it in accordance with its terms. No Credit Party's
execution, delivery or performance of this Amendment conflicts with, or
constitutes a violation or breach of, or constitutes a default under, or results
in the creation or imposition of any Lien upon the property of any Credit Party
by reason of the terms of (i) any contract, mortgage, lease, agreement,
indenture or instrument to which any Credit Party is a party or which is binding
upon it, (ii) any law or regulation or order or decree of any court applicable
to any Credit Party, or (iii) the certificate or articles of incorporation or
by-laws of any Credit Party.
(c) No Default. No Default or Event of Default has
occurred or is continuing, or would result after giving effect hereto.
3. Conditions to Effectiveness. The effectiveness
of this Amendment is expressly conditioned upon the satisfaction of each
condition set forth in this Section 3 on or prior to the date hereof:
(a) Documentation. Borrower shall have delivered to
Agent (on behalf of itself and Lenders) duly executed originals of this
Amendment.
(b) Fees, Costs and Expenses. Agent shall have received
reimbursement of the amounts payable by Agent to its legal counsel for
the reasonable legal fees of such counsel, and the costs and expenses
incurred by such counsel, in respect of the preparation and negotiation
of this Amendment and the other documents executed in connection
herewith and LaSalle Bank National Association, as Lender ("LaSalle"),
shall have received from Borrower the amounts payable by LaSalle to its
legal counsel for the reasonable legal fees of such counsel, and the
costs and expenses incurred by such counsel, in respect of the
negotiation of this Amendment in an amount not to exceed $400.
(c) No Default. No Default or Event of Default shall
have occurred and be continuing, or would result after giving effect hereto.
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4. Reference to and Effect on Loan Documents.
(a) Ratification. Except as specifically provided in this
Amendment, the Credit Agreement and the other Loan Documents shall remain in
full force and effect and each Credit Party hereby ratifies and confirms each
such Loan Document.
(b) No Waiver. The execution, delivery and effectiveness
of this Amendment shall not operate as a waiver or forbearance of any right,
power or remedy of Agent or any Lender under the Credit Agreement or any of the
other Loan Documents, or constitute a consent, waiver or modification with
respect to any provision of the Credit Agreement or any of the other Loan
Documents. Upon the effectiveness of this Amendment each reference in (a) the
Credit Agreement to "this Agreement," "hereunder," "hereof," or words of similar
import and (b) any other Loan Document to "the Agreement" shall, in each case
and except as otherwise specifically stated therein, mean and be a reference to
the Credit Agreement as amended hereby.
5. Miscellaneous.
(a) Successors and Assigns. This Amendment shall be
binding on and shall inure to the benefit of the Credit Parties, Agent and
Lenders and their respective successors and assigns, except as otherwise
provided herein. No Credit Party may assign, transfer, hypothecate or otherwise
convey its rights, benefits, obligations or duties hereunder without the prior
express written consent of Agent and Lenders. The terms and provisions of this
Amendment are for the purpose of defining the relative rights and obligations of
the Credit Parties, Agent and Lenders with respect to the transactions
contemplated hereby and there shall be no third party beneficiaries of any of
the terms and provisions of this Amendment.
(b) Entire Agreement. This Amendment, including all
schedules and other documents attached hereto or incorporated by reference
herein or delivered in connection herewith, constitutes the entire agreement of
the parties with respect to the subject matter hereof and supersedes all other
understandings, oral or written, with respect to the subject matter hereof.
(c) Fees and Expenses. As provided in Section 11.3 of the
Credit Agreement, Borrower agrees to pay on demand all fees, costs and expenses
incurred by Agent in connection with the preparation, execution and delivery of
this Amendment.
(d) Headings. Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose.
(e) Severability. Wherever possible, each provision of
this Amendment shall be interpreted in such a manner as to be effective and
valid under applicable law, but if any provision of this Amendment shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Amendment.
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(f) Conflict of Terms. Except as otherwise provided in
this Amendment, if any provision contained in this Amendment is in conflict
with, or inconsistent with, any provision in any of the other Loan Documents,
the provision contained in this Amendment shall govern and control.
(g) Counterparts. This Amendment may be executed in any
number of separate counterparts, each of which shall collectively and separately
constitute one agreement. Delivery of an executed signature page to this
Amendment by telecopy shall be effective as delivery of a manually executed
signature page to this Amendment.
(h) Incorporation of Credit Agreement. The provisions
contained in Sections 11.9 and 11.13 of the Credit Agreement are incorporated
herein by reference to the same extent as if reproduced herein in their
entirety, except with reference to this Amendment rather than the Credit
Agreement.
(i) Acknowledgment. Each Credit Party hereby acknowledges
its status as a Credit Party and affirms its obligations under the Credit
Agreement and represents and warrants that there are no liabilities, claims,
suits, debts, liens, losses, causes of action, demands, rights, damages or
costs, or expenses of any kind, character or nature whatsoever, known or
unknown, fixed or contingent (collectively, the "Claims"), which any Credit
Party may have or claim to have against Agent or any Lender, or any of their
respective affiliates, agents, employees, officers, directors, representatives,
attorneys, successors and assigns (collectively, the "Lender Released Parties"),
which might arise out of or be connected with any act of commission or omission
of the Lender Released Parties existing or occurring on or prior to the date of
this Amendment, including, without limitation, any Claims arising with respect
to the Obligations or any Loan Documents. In furtherance of the foregoing, each
Credit Party hereby releases, acquits and forever discharges the Lender Released
Parties from any and all Claims that any Credit Party may have or claim to have,
relating to or arising out of or in connection with the Obligations or any Loan
Documents or any other agreement or transaction contemplated thereby or any
action taken in connection therewith from the beginning of time up to and
including the date of the execution and delivery of this Amendment. Each Credit
Party further agrees forever to refrain from commencing, instituting or
prosecuting any lawsuit, action or other proceeding against any Lender Released
Parties with respect to any and all Claims.
[signature pages follow]
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IN WITNESS WHEREOF, this Amendment No. 7 has been duly executed and delivered as
of the day and year first above written.
RAWLINGS SPORTING GOODS COMPANY, INC.
By:
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Title:
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RAWLINGS CANADA, INCORPORATED
By:
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Title:
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RAWLINGS DE COSTA RICA, S.A.
By:
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Title:
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GENERAL ELECTRIC CAPITAL CORPORATION,
as Agent and Lender
By:
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Title: Duly Authorized Signatory
LASALLE BANK NATIONAL ASSOCIATION,
as Lender
By:
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Title:
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