PLAYCORE, INC.
PLAYCORE WISCONSIN, INC.
RESTATED CREDIT AGREEMENT
Amendment No. 2
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This Agreement, dated as of April 13, 2000 (this "Agreement"), is among
PlayCore Wisconsin, Inc., a Wisconsin corporation, the Subsidiaries of PlayCore
Wisconsin, Inc. party hereto, PlayCore Wisconsin, Inc.'s corporate parent
PlayCore, Inc., a Delaware corporation, the Lenders party hereto and Fleet
National Bank, both in its capacity as a Lender and in its capacity as agent for
itself and the other Lenders. The parties agree as follows:
1. Credit Agreement; Definitions. This Agreement amends the Credit
Agreement dated as of March 13, 1997, as amended and restated as of February 16,
1999, among the parties hereto (as in effect prior to giving effect to this
Agreement, the "Credit Agreement"). Terms defined in the Credit Agreement as
amended hereby (the "Amended Credit Agreement") and not otherwise defined herein
are used with the meaning so defined.
2. Amendment of Credit Agreement. Effective upon the date hereof, the
definition of the term "Borrowing Base" in Section 1.18 of the Credit Agreement
is amended by adding the following clause (c) immediately following clause (b)
thereof and prior to the proviso thereto:
"plus (c) (i) prior to May 11, 2000, $5,000,000 and
(ii) from May 11, 2000 through May 26, 2000, $2,000,000;"
3. Representations and Warranties. Each of the Borrower and the
Guarantors jointly and severally represents and warrants as follows:
3.1. Legal Existence, Organization. Each of the Borrower and
the Guarantors is duly organized and validly existing and in good
standing under the laws of the jurisdiction of its organization, with
all power and authority, corporate or otherwise, necessary (a) to enter
into and perform this Agreement and the Amended Credit Agreement and
(b) to own its properties and carry on the business now conducted or
proposed to be conducted by it. Each of the Borrower and the Guarantors
has taken all corporate or other action required to make the provisions
of this Agreement and the Amended Credit Agreement the valid and
enforceable obligations they purport to be.
3.2. Enforceability. Each of the Borrower and the Guarantors
has duly authorized, executed and delivered this Agreement. Each of
this Agreement and the Amended Credit Agreement is the legal, valid and
binding obligation of each of the Borrower and the Guarantors and is
enforceable against the Borrower and the Guarantors in accordance with
its terms.
3.3. No Legal Obstacle to Agreements. Neither the execution,
delivery or performance of this Agreement, nor the performance of the
Amended Credit Agreement, nor the consummation of any other transaction
referred to or contemplated by this Agreement, nor the fulfillment of
the terms hereof or thereof, has constituted or resulted in or will
constitute or result in:
(a) any breach or termination of any agreement, instrument,
deed or lease to which the Holding Company or any of its Subsidiaries
is a party or by which it is bound, or of the Charter or By-laws of the
Holding Company or any of its Subsidiaries;
(b) the violation of any law, judgment, decree or governmental
order, rule or regulation applicable to the Holding Company or any of
its Subsidiaries;
(c) the creation under any agreement, instrument, deed or
lease of any Lien (other than Liens on the Credit Security which secure
the Credit Obligations) upon any of the assets of the Holding Company
or any of its Subsidiaries; or
(d) any redemption, retirement or other repurchase obligation
of the Holding Company or any of its Subsidiaries under any Charter,
By-law, agreement, instrument, deed or lease.
No approval, authorization or other action by, or declaration to or
filing with, any governmental or administrative authority or any other
Person is required to be obtained or made by the Holding Company or any
of its Subsidiaries in connection with the execution, delivery and
performance of this Agreement or the performance of the Amended Credit
Agreement, or the consummation of the transactions contemplated hereby
or thereby.
3.4. Defaults. Immediately after giving effect to the
amendments set forth in Section 2 hereof and the waivers set forth in
Section 4 hereof, no Default will exist.
3.5. Incorporation of Representations and Warranties. The
representations and warranties set forth in Section 7 of the Amended
Credit Agreement are true and correct on the date hereof as if
originally made on and as of the date hereof.
4. Waivers With Respect to Certain Events of Default. The Lenders waive
the Events of Default caused by (a) the Borrower paying on or prior to the date
hereof the interest payment due under the Credit Agreement on March 31, 2000 and
(b) the sum of the Revolving Loan plus Letter of Credit Exposure exceeding the
Borrowing Base (as defined in the Credit Agreement prior to giving effect to
this Agreement) by no more than $6,600,000 for the period from January 1, 2000
through the date hereof.
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5. Amendment Fee. On May 26, 2000, the Borrower shall pay to the Agent
for the accounts of the respective Lenders in accordance with their respective
Commitments in the Revolving Loan an amendment fee (the "Amendment Fee") equal
to $400,000; provided, however, that (a) in the event the Borrowing Base exceeds
the sum of the Revolving Loan plus the Letter of Credit Exposure by at least
$2,000,000 at all times after May 10, 2000, the Amendment Fee shall be reduced
to $200,000 and (b) in the event clause (a) does not apply, but the Borrowing
Base exceeds the sum of the Revolving Loan plus the Letter of Credit Exposure by
at least $2,000,000 on and after May 25, 2000, the Amendment Fee shall be
reduced to $300,000. In addition, the Borrower shall pay to the Agent the
reasonable fees and expenses of its special counsel in connection with this
Agreement.
6. General. The Amended Credit Agreement and all of the Credit
Documents are each confirmed as being in full force and effect. This Agreement,
the Amended Credit Agreement and the other Credit Documents referred to herein
or therein constitute the entire understanding of the parties with respect to
the subject matter hereof and thereof and supersede all prior and current
understandings and agreements, whether written or oral. Each of this Agreement
and the Amended Credit Agreement is a Credit Document and may be executed in any
number of counterparts, which together shall constitute one instrument, and
shall bind and inure to the benefit of the parties and their respective
successors and assigns, including as such successors and assigns all holders of
any Credit Obligation. This Agreement shall be governed by and construed in
accordance with the laws (other than the conflict of law rules) of The
Commonwealth of Massachusetts.
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Each of the undersigned has caused this Agreement to be executed and
delivered by its duly authorized officer as an agreement under seal as of the
date first above written.
PLAYCORE, INC.
By /s/
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Title:
PLAYCORE WISCONSIN, INC.
By /s/
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Title:
HEARTLAND INDUSTRIES, INC. (DE)
By /s/
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Title:
FLEET NATIONAL BANK
By /s/
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Title:
LASALLE BANK NATIONAL ASSOCIATION
By /s/
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Title:
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY
By /s/
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Title:
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MASSMUTUAL HIGH YIELD PARTNERS II, LLC
By HYP MANAGEMENT, INC., as
Managing Member
By /s/
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Title:
FIRSTAR BANK MILWAUKEE, N.A.
By /s/
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Title:
M & I XXXXXXXX & XXXXXX BANK
By /s/
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Title:
By /s/
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Title:
KEY CORPORATE CAPITAL INC.
By /s/
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Title:
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