EXHIBIT 10.14
AMENDMENT NO. 1 TO
REVOLVING CREDIT AGREEMENT
This Amendment No. 1 to Revolving Credit Agreement (this "AMENDMENT")
is dated as of March 18, 2003, and amends that certain Revolving Credit
Agreement dated as of February 19, 2002 (as amended, the "LOAN AGREEMENT") by
and among GameStop Corp. (the "BORROWER"), the Banks under (and as defined in)
the Agreement, and Fleet National Bank as administrative agent for itself and
each other Bank (in such capacity, the "ADMINISTRATIVE AGENT"). Capitalized
terms used and not defined herein shall have the meanings ascribed to such terms
in the Loan Agreement.
WHEREAS, the Borrower has requested that the Administrative Agent and
the Banks make certain amendments to the Loan Agreement, and
WHEREAS, the Administrative Agent and the Required Banks have advised
the Borrower that they are prepared to make the amendments on the condition that
the Borrower join with the Administrative Agent and the Required Banks in this
Amendment.
NOW, THEREFORE, in consideration of the foregoing premises, the
promises, mutual covenants and agreements contained in this Amendment, and fully
intending to be legally bound by this Amendment, the parties hereby agree as
follows:
1. Maximum Capital Expenditures. Section 6.8 of the Loan Agreement is
hereby amended and restated in its entirety as follows:
"6.8. Maximum Capital Expenditures. The Borrower Affiliated
Group shall not make Capital Expenditures in an aggregate amount in any
fiscal year exceeding the sum of $45,000,000; provided, however, that
up to $5,000,000 of Capital Expenditures permitted to be expended in
any one fiscal year that are not expended in such fiscal year may be
carried over for expenditure in the following fiscal year."
2. Restricted Payments. Clause (ii) of Section 6.9 of the Loan
Agreement is hereby deleted and replaced by the following: "(ii) the cumulative
aggregate amount of redemptions and repurchases made from and after the Closing
Date shall not at any time exceed $50,000,000."
3. Amendment Fee. The Borrower agrees to pay to the Administrative
Agent, for the several (and not pro rata) accounts of the Banks, the following:
for each Bank that executes and delivers this Amendment on or before 5:00 p.m.
Eastern time on March 18, 2003, an amendment fee in an amount equal to 10 basis
points of such Bank's Commitment.
4. Ratification; Miscellaneous. Except as amended hereby, all other
provisions, terms and conditions of the Loan Agreement and the other Loan
Documents are hereby ratified and confirmed and shall continue in full force and
effect. This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall constitute
one and the same instrument. This Amendment and the rights and obligations of
the parties hereunder shall be construed in accordance with and governed by the
law of the Commonwealth of Massachusetts without giving effect to the conflict
of law principles thereof.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
Very truly yours,
FLEET NATIONAL BANK. individually
and as Administrative Agent
By /s/ Xxxxxx Xxxxxxx
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Title: Vice President
SOVEREIGN BANK
By: /s/ Xxxxxx Xxxx
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Vice President
FIFTH THIRD BANK
By: /s/ Xxxxxxxxxxx Xxxxxx
------------------------------------
Title: Assistant Vice President
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UBS AG, Stamford Branch
By: /s/ Xxxxxxx X. Saint
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Title: Associate Director
Banking Products Services, US
By: /s/ Xxxx Xxxxxxxxxxx
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Title: Associate Director
Banking Products Services, US
ACCEPTED AND AGREED TO:
GAMESTOP CORP.
By: /s/ Xxxxx X. Xxxxxxx
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Title: Executive Vice President
and Chief Financial Officer
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