EXHIBIT 10.1
WAIVER #1 TO CREDIT AGREEMENT
AMONG CONVERSE INC.,
BT COMMERCIAL CORPORATION, AS AGENT, AND
CERTAIN LENDERS NAMED THEREIN
Dated May 6, 1998
This Waiver #1 to that certain Credit Agreement, dated as of May 21, 1997, as
amended from time to time (collectively, "Credit Agreement"), by and among BT
Commercial Corporation ("Agent"), the Lenders party thereto, and Converse Inc.
("Borrower") is entered into as of the date stated above by the Borrower, the
Agent and the Lenders. Capitalized terms used herein without definition shall
have the respective meanings assigned thereto in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Agent, the Lenders and the Borrower are parties to the Credit
Agreement; and
WHEREAS, the Credit Agreement imposes certain financial covenants and
restrictions on the Borrower; and
WHEREAS, the Borrower has advised Agent that Borrower has failed to comply
with one of the financial covenants of the Credit Agreement, and has requested,
and the Agent and the Lenders have agreed, subject to the terms and conditions
contained herein, to waive such non-compliance.
NOW, THEREFORE, in consideration of good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, the Agent,
the Lenders and the Borrower hereby agree as follows:
I. WAIVER REGARDING INTEREST COVERAGE RATIO. The Agent and the Lenders
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hereby waive Borrower's failure to comply with the provisions of Section 7.7 of
the Credit Agreement for the fiscal quarter ended March, 1998. Such waiver is
limited to Borrower's non-compliance with Section 7.7 for the fiscal quarter
ended March, 1998 and is not a waiver with respect to any other fiscal quarter
or any other provision of the Credit Agreement generally.
2. CONDITION PRECEDENT TO WAIVER. The effectiveness of this Waiver is
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conditioned on the payment by Borrower to Agent for the benefit of Lenders of a
waiver fee in the amount of $100,000 contemporaneously with the execution and
delivery of this Waiver.
3. REAFFIRMATION. The Borrower hereby reaffirms to the Agent and each of the
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Lenders that, except as modified hereby, the Credit Agreement and all of the
Credit Documents remain in full force and effect and have not been otherwise
waived, modified or amended.
4. GOVERNING LAW AND INTERPRETATION. This Waiver has been delivered in
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Chicago, Illinois, and shall be governed by and construed in accordance with the
provisions of the Credit Agreement and the laws and decisions of the State of
Illinois without giving effect to the conflict of law principles thereunder.
5. COUNTERPARTS. This Waiver may be executed in one or more counterparts,
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each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. One or more counterparts of this Waiver
may be delivered by telecopier, with the intention that they shall have the same
effect as an original counterpart thereof.
IN WITNESS WHEREOF, each of the parties hereto has caused this Waiver to be
duly executed and delivered as of the day and year first above written.
BT COMMERCIAL
CORPORATION, as Agent
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Vice President
BORROWER:
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CONVERSE INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
LENDERS:
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BT COMMERCIAL CORPORATION
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Vice President
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LASALLE NATIONAL BANK
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: Sr. Vice President
XXXXXX FINANCIAL, INC.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Sr. Vice President
SANWA BUSINESS CREDIT
CORPORATION
By: /s/ Xxxxxxx X. Xxx
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Name: Xxxxxxx X. Xxx
Title: 1st Vice President
NATIONSBANK GEORGIA, N.A.
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Vice President
FLEET CAPITAL CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxx X. Xxxxxxx
Title: Vice President
BNY FINANCIAL CORPORATION
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Vice President
3
BANKBOSTON, N.A.
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Vice President
FINOVA FINANCIAL CORPORATION
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Assistant Vice President
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