Exhibit 10.3
HSBC Bank USA
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
January 26, 2004
Xx. Xxxxxxx Xxxxx
Chief Financial Officer
Saucony, Inc.
00 Xxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Re: Amended and Restated Credit Agreement dated August 30, 2002, by and between
Saucony, Inc. (the "Borrower"), as borrower and, as successor in interest
to State Street Bank and Trust Company, HSBC Bank USA (the "Bank"), as
agent for the lenders from time to time party thereto (as amended, the
"Credit Agreement")
Dear Xxxxxxx:
The Borrower and the Bank hereby agree as follows:
1. Section 9.8 of the Credit Agreement is hereby amended to state as follows:
Section 9.8. Distributions. Make any Distribution or make any other payment
on account of the purchase, acquisition, redemption, or other retirement of
any shares of stock, whether now or hereafter outstanding, other than (i)
cash dividends and repurchase or redemption of Borrower's capital stock not
to exceed $5,000,000 in the aggregate in any fiscal year and (ii) any
Subsidiary may make a Distribution to the Borrower.
2. Notwithstanding anything to the contrary contained in the Credit Agreement,
in addition to any Distributions and other payments permitted by Section
9.8 of the Credit Agreement, Borrower may pay a special, one-time cash
dividend of up to $30,000,000 at any time on or before August 30, 2004.
This Letter Agreement may be executed in any number of counterparts and by
the parties hereto on separate counterparts, each of which counterpart when
executed and delivered shall be an original, but all of which together shall
constitute one and the same instrument.
This Letter Agreement shall be governed by and construed in accordance with
the laws of The Commonwealth of Massachusetts.
The Borrower agrees that the Credit Agreement and all documents executed in
connection therewith or pursuant thereto remain in full force and effect after
giving effect to this Letter Agreement.
Please confirm that the foregoing correctly sets forth our agreement by
signing and returning the duplicate copy of this Letter Agreement enclosed
herewith.
Very truly yours,
HSBC Bank USA
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
ACCEPTED AND AGREED:
SAUCONY, INC.
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Chief Financial Officer
