Exhibit 10.2.5
FOURTH AMENDMENT TO CREDIT AGREEMENT
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THIS FOURTH AMENDMENT TO CREDIT AGREEMENT ("this Amendment") dated June
15, 2001 is entered into by HIBBETT SPORTING GOODS, INC., a Delaware
corporation, HIBBETT TEAM SALES, INC., an Alabama corporation, and SPORTS
WHOLESALE, INC., an Alabama corporation (together referred to as the
"Borrowers"), and AMSOUTH BANK, an Alabama banking corporation (the "Lender").
Recitals
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A. The Borrowers and the Lender have previously entered into that
certain Credit Agreement dated as of November 5, 1998 as amended by a First
Amendment thereto dated as of November 19, 1999, a Second Amendment thereto
dated as of April 17, 2000 and a Third Amendment thereto dated as of November
30, 2000 (as amended, the "Credit Agreement"). Capitalized terms not otherwise
herein defined shall have the meanings given them in the Credit Agreement.
B. The Borrowers have requested and the Lender has agreed to enter
into certain amendments to the Credit Agreement, as set forth herein.
Agreement
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NOW, THEREFORE, in consideration of the foregoing recitals and in
further consideration of the mutual agreements set forth herein, the Borrowers
and the Lender hereby agree as follows:
1. Recitals. The recitals hereinabove are hereby incorporated by this
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reference as if fully set forth herein.
2. Rules of Construction. This Amendment is subject to the rules of
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construction set forth in Section 1.1 of the Credit Agreement.
3. Representations and Warranties of Borrowers. Each of the Borrowers
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represents and warrants to the Lender as follows:
(a) Representations and Warranties in Loan Documents.
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All of the representations and warranties set forth in the Loan
Documents are true and correct in all material respects on and as of
the date hereof, except to the extent that such representations and
warranties expressly relate to an earlier date.
(b) No Default. Each of the Borrowers is in compliance in all
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material respects with all the terms and provisions set forth in the
Loan Documents on its part to be observed or performed, and, no Event
of Default, nor any event that upon notice or lapse of time or both
would constitute such an Event of Default, has occurred and is
continuing.
4. Amendments to Credit Agreement. The Credit Agreement is hereby
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amended as follows:
(a) The defined term "Change of Control" is hereby amended to
read as follows:
"Change of Control" means the occurrence, after June 15,
2001, of (i) any Person or two or more Persons acting in concert
acquiring beneficial ownership (within the meaning of Rule 13d-3
of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended), directly or indirectly, of
securities of Hibbett (or other securities convertible into such
securities) representing 51% or more of the combined voting power
of all securities thereof entitled to vote in the election of
directors; or (ii) during any period of up to 12 consecutive
months, commencing after June 15, 2001, individuals who at the
beginning of such 12-month period were directors of Hibbett
ceasing for any reason to constitute a majority of the Board of
Directors thereof unless the Persons replacing such individuals
were nominated by the Board of Directors of Hibbett; or (iii) any
Person or two or more Persons acting in concert acquiring by
contract or otherwise, or entering into a contract or arrangement
which upon consummation will result in its acquisition of, or
control over, securities of Hibbett (or other securities
convertible into such securities) representing 51% or more of the
combined voting power of all securities of Hibbett entitled to
vote in the election of directors.
(b) Revised Exhibit G of the Credit Agreement is hereby deleted
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in its entirety.
5. Loan Documents to Remain in Effect. Except expressly amended
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herein, the Credit Agreement and the other Loan Documents shall remain in full
force and effect in accordance with their respective terms.
6. No Novation, etc. Nothing contained in this Amendment shall
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be deemed to constitute a novation of the terms of the Loan Documents, nor
impair any Liens granted to the Lender thereunder, nor release any person from
liability for any of the Credit Obligations, nor affect any of the rights,
powers or remedies of the Lender under the Loan Documents, nor constitute a
waiver of any provision thereof.
7. Governing Law, Successors and Assigns, etc. This Amendment
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shall be governed by and construed in accordance with the laws of the State of
Alabama and shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns.
8. Headings. The descriptive headings of the sections of this
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Amendment are for convenient reference only and shall not be deemed to affect
the meaning or construction of any of the provisions hereof.
9. Entire Agreement. This Amendment constitutes the entire
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understanding to date of the parties hereto regarding the subject matter hereof
and supersedes all prior and contemporaneous oral and written agreements of the
parties thereto with respect to the subject matter hereof.
10. Severability. If any provision of this Amendment shall be
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invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
11. Counterparts. This Amendment may be executed in any number of
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counterparts, each of which so executed shall be deemed an original, but all
such counterparts shall together constitute but one and the same instrument.
12. No Waiver. Nothing contained in this Amendment shall be
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construed as a waiver or acknowledgment of, or consent to any breach of or Event
of Default under the Credit Agreement or the other Loan Documents.
13. Effect of this Amendment. This Amendment amends and
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supplements the Credit Agreement and shall be construed as if it is a part
thereof for all purposes. Any representation or warranty contained herein that
is determined by the Lender to have been misleading or untrue in any material
respect at the time made shall constitute an Event of Default under the Credit
Agreement and the other Loan Documents in accordance with Section 8.1 of the
Credit Agreement as if such representation or warranty had been contained in the
Credit Agreement, and any default by the Borrowers in the performance or
observance of any provision of this Amendment that continues unremedied after
the grace period described in Section 8.1 of the Credit Agreement shall
constitute an Event of Default under that section as if such provision had been
contained in the Credit Agreement.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
IN WITNESS WHEREOF, the Borrowers and the Lender have caused this
Amendment to be executed and delivered by their duly authorized representatives
on the date set forth above.
HIBBETT SPORTING GOODS, INC., a Delaware
corporation
By: /s/ Xxxx X. Xxxxx
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Its VP and Chief Financial Officer
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HIBBETT TEAM SALES, INC., an Alabama
corporation
By: /s/ Xxxx X. Xxxxx
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Its VP and Chief Financial Officer
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SPORTS WHOLESALE, INC., an Alabama
corporation
By: /s/ Xxxx X. Xxxxx
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Its VP and Chief Financial Officer
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AMSOUTH BANK, an Alabama banking corporation
By: /s/ Xxxxx X. Xxxxxxx
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Its Senior Vice President
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