EXHIBIT 10.15
FOURTEENTH AMENDMENT
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TO CREDIT AGREEMENT
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This FOURTEENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is
entered into as of January 12, 2001, by and among CONVERSE INC. (the
"Borrower"), BT COMMERCIAL CORPORATION, AS AGENT (in such capacity, the
"Agent"), and the several banks and other financial institutions listed on the
signature pages of this agreement (together with each of their respective
successors and assigns, individually, a "Lender" and, collectively, the
"Lenders").
WITNESSETH:
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 Agree ment 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 as of November 15, 1999, that
certain Ninth Amendment to Credit Agreement dated as of February 15, 2000, that
certain Tenth Amendment to Credit Agreement dated as of March 31, 2000, that
certain Eleventh Amendment to Credit Agreement dated as of May 15, 2000, that
certain Twelfth Amendment to Credit Agreement dated as of June 30, 2000, and
that certain Thirteenth Amendment to Credit Agreement dated as of October 27,
2000 (such Credit Agreement as amended, supplemented or otherwise modified prior
to the date hereof, the "Credit Agreement"); and
WHEREAS, Borrower has requested that certain provisions of the Credit
Agreement be modified in the manner provided for in this Amendment; and
WHEREAS, the Lenders party hereto and the Agent have agreed with the
Borrower to make such modifications to the terms and conditions of the Credit
Agreement as are 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 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. AMENDMENTS TO CREDIT AGREEMENT.
2.1 ADDITIONAL DEFINITIONS. Section 1.1 of the Credit Agreement is
hereby amended by inserting the following new defined terms in proper
alphabetical sequence:
"BUDGET shall mean the budget attached as Exhibit R, which
budget shall specify the projected cash receipts and cash disburse
ments of the Borrower on a weekly basis, and shall cover each of the
thirteen consecutive weekly periods commencing with the week of Janu
ary 1, 2001."
"FIXED ASSET RESERVE shall mean (i) during the period
commencing January 1, 2001 to (but not including) January 31, 2001,
$2,895,000 plus the Net Cash Proceeds of any Asset Disposition
received after January 1, 2001, and (ii) thereafter, $8,895,000 plus
the Net Cash Proceeds of any Asset Disposition received after January
1, 2001."
2.2 DEFINITIONS.
(i) BORROWING BASE. Section 1.1 of the Credit Agreement is
hereby amended by deleting the word "plus" appearing at the end of clause
(C) of the definition "Borrowing Base" and inserting the word "minus" in
lieu thereof.
(ii) FIXED ASSET RESERVE. Section 1.1 of the Credit Agreement
is hereby further amended by deleting clause (D) appearing in the
definition "Borrowing Base" and inserting the following text in lieu
thereof:
"(D) the Fixed Asset Reserve, plus"
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(iii) ROYALTIES. Section 1.1 of the Credit Agree ment is hereby
further amended by deleting the amount "$15,000,000" appearing in clause
(E) of the definition "Borrowing Base" and inserting the amount
"$12,000,000" in lieu thereof.
2.3 USE OF PROCEEDS. Section 6.14 of the Credit Agreement is hereby
amended by inserting the following sentence at the end thereof:
"The Borrower hereby agrees that to the extent the Borrower
utilizes the incremental $6,000,000 of availability created
hereunder as a result of the Fourteenth Amendment to this Credit
Agreement dated as of January 12, 2001 it will use such
incremental availability to purchase (or provide Letters of
Credit to support the purchase of) Inventory."
2.4 BUDGET. Section 7.19 of the Credit Agreement is hereby amended
by deleting said section in its entirety and inserting the following in lieu
thereof:
"7.19 BUDGET. During January 2001, the Borrower shall not
use the proceeds of any Loans or the proceeds of any Collateral
for items or purposes not provided for in the month of January
2001 in the Budget."
2.5 AMENDMENTS. Section 13.11 of the Credit Agreement is hereby
amended by deleting clause (v) of the first proviso thereto and inserting the
following in lieu thereof:
"(v) amend or waive Section 3.5(b) or this Section 13.11, or
change the definition of Budget, Fixed Asset Reserve, or Required
Lend ers,"
2.6 LIST OF LENDERS AND COMMITMENT AMOUNTS. Annex I to the Credit
Agreement is hereby deleted in its entirety and replaced with Annex I attached
hereto.
2.7 BUDGET. The Credit Agreement is hereby amended by attaching
Exhibit R attached hereto in sequence after Exhibit Q.
Section 3. FEES. The Borrower agrees to pay to the Agent fees in
such amounts and at such times as follows, which fees shall be fully earned upon
the effectiveness hereof (except as otherwise specifically provided in this
Section 3) and nonrefundable when paid, and are in addition to any and all other
fees required to be paid from time to time by the Borrower under the Credit
Agreement.
3.1 AMENDMENT FEE. Borrower shall pay to Agent for the benefit of
the Lenders in accordance with their respective Revolving Credit Commitments as
set forth on Annex I to the Credit Agreement (as amended hereby) an amendment
fee of 150 basis points, to be payable in two installments as follows:
(i) 100 basis points on the Total Commitment as set forth in such
Annex I, payable on the date hereof; provided however, that if the Borrower
becomes a debtor and a debtor-in-possession in a case filed under Chapter
11 of the United States Bankruptcy Code (hereinafter, a "Case"), and in
connection therewith the Borrower (as debtor and debtor-in-possession)
enters into a post-petition credit facility with the Agent (or its
affiliates) and the Lenders party to the Credit Agreement, the amount paid
under this Section 3.1(i) hereof allocable to each of the Lenders who is
also a lender in such post-petition credit facility shall be credited
against the corresponding closing fee payable to each such lender under
such post-petition credit facility; and
(ii) 50 basis points on the Total Commitment as set forth in such
Annex I, payable on January 31, 2001; provided however, that the Borrower
shall be entitled to a credit of $200,000 against the fee payable under
this Section 3.1(ii) on account of the fees paid under the Forbearance
Agreement, dated as of October 27, 2000, among the Borrower, the Lenders
party thereto, and the Agent.
3.2 FIXED ASSET RESERVE FEE. Borrower shall pay to Agent for the
benefit of the Lenders in accordance with their respective Revolving Credit
Commitments as set forth on Annex I to the Credit Agreement (as amended hereby)
a fixed asset reserve fee in an amount equal to $500,000, payable on January 31,
2001.
Section 4. CONDITIONS PRECEDENT. This Amendment shall be
effective on the first date upon which all of the following conditions have been
satisfied:
4.1 AMENDMENT. Agent shall have received copies of this Amendment
duly executed by Borrower and such Lenders as are required for this Amendment to
be effective in accordance with the terms of the Credit Agreement.
4.2 AMENDMENT FEE. Borrower shall have paid to Agent the amendment
fee described in Section 3.1(i).
4.3 NOTEHOLDER CONSENT. The Noteholders shall have consented to the
amendments contained herein.
4.4 NOTEHOLDER FEE. The Noteholders shall have received the fee
referred to in the consent letter of even date herewith addressed to BTCC.
4.5 OTHER. Agent shall have received such other documents,
certificates and assurances as it shall reasonably request.
Section 5. REAFFIRMATION OF BORROWER. To induce the Agent and the
Lenders to enter into this Amendment, the Borrower hereby represents and
warrants to Agent and Lender that, both before and after giving effect to this
Amendment, except for the "Existing Defaults" and the "Fourth Quarter Defaults"
(each as defined in that certain Forbear ance Agreement, dated as of October 27,
2000, by and among the Borrower, the Agent and the Lenders), (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 (in which case
such representations or warranties were true and correct as of such date), or
(b) of changes thereto as a result of transactions for which Agent and Lender
have granted their consent; (ii) 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) no Default or Event of Default has occurred that is continuing or has
not previously been waived.
Section 6. NO OTHER CHANGES. Except as herein amended, provisions and
conditions of the Credit Agreement and all other Credit Documents shall remain
unchanged and shall continue in full force and effect.
Section 7. CONSENT AGREEMENT. To the extent that any term of this
Amendment shall be inconsistent with any term of that certain Consent Agreement,
dated as of December 22, 2000, by and between the Agent and the Borrower (as
amended, restated, supplemented or otherwise modified, the "Consent Agreement"),
the parties hereto agree that the terms of this Amendment shall control over the
terms of the Consent Agreement.
Section 8. COUNTERPARTS. This Amendment may be executed by the parties
hereto in several counterparts, each of which shall be deemed an original and
all of which shall constitute together one and the same document. Delivery of an
executed counterpart of this Amendment by telecopy shall be effective as an
original and shall constitute a representation that the original shall be
delivered to the Agent.
Section 9. GOVERNING LAW. THE VALIDITY, INTERPRETATION AND ENFORCEMENT
OF THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS WITHOUT
GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
Section 10. HEADINGS DESCRIPTIVE. The headings of the several sections
and subsections of this Amendment are inserted for convenience only and shall
not in any way affect the meaning or construction of any provision of this
Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the day and year specified above.
CONVERSE INC.
By:
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Name:
Title:
BT COMMERCIAL CORPORATION,
as Agent
By:
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Name:
Title:
LENDERS:
BT COMMERCIAL CORPORATION
By:
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Name:
Title:
GMAC COMMERCIAL CREDIT LLC
By:
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Name:
Title:
LA SALLE BANK N.A.
By:
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Name:
Title:
BANK OF AMERICA, N.A.
By:
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Name:
Title:
XXXXXXXXX LLC
By:
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Name:
Title:
XXXXXX FINANCIAL, INC.
By:
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Name:
Title:
FINOVA CAPITAL CORPORATION
By:
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Name:
Title:
