FIFTH AMENDMENT TO CREDIT AGREEMENT
THIS FIFTH AMENDMENT to Credit Agreement (the "Amendment") is
made as of this 24th day of September, 1997, by and among Sportmart,
Inc. ("Borrower"), BT Commercial Corporation, as agent (in its
capacity as agent, "Agent") and BT Commercial Corporation (in its
capacity as lender, "BTCC"), Sanwa Business Credit Corporation
("Sanwa"), LaSalle National Bank ("LaSalle"), Fleet Capital
Corporation ("Fleet"), Xxxxxx Financial, Inc. ("Xxxxxx"), National
Bank of Canada ("NBC"), American National Bank and Trust Company of
Chicago ("American National") and IBJ Xxxxxxxx Bank and Trust Company
("IBJ"), as Lenders (BTCC, Sanwa, LaSalle, Fleet, Xxxxxx, NBC,
American National and IBJ referred to collectively as "Lenders")
W I T N E S S E T H:
WHEREAS, Borrower, Agent and Lenders are parties to that certain
Credit Agreement dated as of September 6, 1996 as amended by that
certain Consent and First Amendment to Credit Agreement dated as of
November 21, 1996, that certain Consent and Second Amendment dated as
of January 17, 1997 and that certain Third Amendment to Credit
Agreement dated as of March 26, 1997, that certain Fourth Amendment to
Credit Agreement dated as of June 6, 1997 (as so amended, the "Credit
Agreement"); and
WHEREAS, Borrower has requested that Agent and Lenders provide
for certain amendments to 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 of
which is hereby acknowledged, and subject to the terms and conditions
hereof, the parties hereto hereby agree as follows:
SECTION 1. DEFINITIONS. Unless otherwise defined herein,
all capitalized terms shall have the meaning given to them in the
Credit Agreement.
SECTION 2. AMENDMENT TO CREDIT AGREEMENT. Section 1.1 of the
Credit Agreement is hereby amended by deleting clause (b) in the
definition of "Borrowing Base" in its entirety and inserting the
following in lieu thereof:
"(b) sixty-five percent (65%) of Eligible Inventory;
provided, however, that so long as no Default or Event
of Default has occurred and is continuing, (i) during
the period from September 24, 1997 through and
including December 15, 1997, the amount available for
advance against Eligible Inventory shall be increased
by the lesser of (A) an additional nine percent (9%) or
(B) $15,000,000, and (ii) during the period from
September 15 through and including December 15 for each
year during the term hereof thereafter, the amount
available for advance against Eligible Inventory shall
be increased by the lesser of (A) an additional five
percent (5%) of Eligible Inventory or (B) $10,000,000,
plus"
SECTION 3. CONDITION PRECEDENT. The effectiveness of this
Amendment is expressly conditioned upon satisfaction of the following
conditions precedent:
3.1 Borrower shall have paid, on the date hereof, to Agent
for the benefit of Lenders, of an amendment fee in the amount of
$100,000.
3.2 Agent shall have received copies of this Amendment duly
executed by Borrower and Lenders constituting Majority Lenders.
SECTION 4. REAFFIRMATION BY BORROWER. Borrower hereby
represents and warrants to Agent and Lender that (i) the
representations and warranties set forth in Section 6 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 Lenders have granted their consent; (ii) Borrower
is on the date hereof in compliance with all of the terms and
provisions set forth in the Credit Agreement as hereby amended; and
(iii) upon execution hereof no Default or Event of Default has
occurred and is continuing or has not previously been waived.
SECTION 5. FULL FORCE AND EFFECT. Except as herein amended, the
Credit Agreement and all other Credit Documents shall remain in full
force and effect.
SECTION 6. COUNTERPARTS. This Amendment may be executed in two
or more 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:
SPORTMART, INC.
By: /S/ XXXXXX XXXXXXXXXXX
Name: Xxxxxx Xxxxxxxxxxx
Title: Executive Vice President &
Chief Financial Officer
AGENT:
BT COMMERCIAL CORPORATION
By: /S/ XXXXX XXXXXXX
Name: Xxxxx Xxxxxxx
Title: Senior Vice President
LENDER:
BT COMMERCIAL CORPORATION
By: /S/ XXXXX XXXXXXX
Name: Xxxxx Xxxxxxx
Title: Senior Vice President
LENDER:
SANWA BUSINESS CREDIT CORPORATION
By: /S/ XXXXXXX X. XXX
Name: Xxxxxxx X. Xxx
Title: First Vice President
LENDER:
LASALLE NATIONAL BANK
By: /S/ XXX X. LANSCIOME
Name: Xxx X. Lansciome
Title: First Vice President
LENDER:
FLEET CAPITAL CORPORATION
By: /S/ XXXXXX X. XXXX
Name: Xxxxxx X. Xxxx
Title: Vice President
LENDER:
XXXXXX FINANCIAL, INC.
By: /S/ XXXXX X. XXXXXX
Name: Xxxxx X. Xxxxxx
Title: Vice President/Account Exec
LENDER:
NATIONAL BANK OF CANADA
By: /S/ XXXXXXXX XXXXXXX
Name: Xxxxxxxx Xxxxxxx
Title: Asst Vice President
By: /S/ XXXXXXX XXXXXX, XX.
Name: Xxxxxxx Xxxxxx, Xx.
Title: Vice President & Mgr
LENDER:
AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO
By: /S/ XXXX XXXXXXXX
Name: Xxxx Xxxxxxxx
Title: First Vice President
LENDER:
IBJ XXXXXXXX BANK AND TRUST COMPANY
By: /S/ XXXXXX X. XXXXXXX
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
