SECOND AMENDMENT TO
THE REVOLVING CREDIT AGREEMENT
SECOND AMENDMENT dated the 20th of April, 1999 to the REVOLVING CREDIT
AGREEMENT (the "Credit Agreement") dated August 31, 1998 by and between SAUCONY,
INC., a Massachusetts corporation with its principal place of business at 00
Xxxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx (the "Borrower") and STATE STREET BANK
AND TRUST COMPANY, a Massachusetts trust company with its head office at 000
Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (the "Bank").
Except as otherwise indicated, all capitalized terms used herein shall
have the meanings given to them in the Credit Agreement.
1. Decrease in Interest Rate. Effective as of the date hereof, the
first sentence of Section 2.4 of the Credit Agreement shall be revised to read
as follows, "The Borrower shall pay interest to the Bank on the outstanding and
unpaid principal amount of each Loan, (i) in the case of Prime Rate Loans, at
the Prime Rate less 1.0% per annum, and (ii) in the case of LIBO Rate Loans at
the LIBO Rate plus 1.5% per annum."
2. The Borrower represents and warrants to the Bank that (i) the
representations and warranties of the Borrower contained in Section 4 of the
Credit Agreement are true on the date hereof as though made on such date (except
to the extent that such representations and warranties expressly relate to an
earlier date or are affected by the consummation of transactions permitted under
the Credit Agreement), and (ii) no Default has occurred or is continuing or will
occur after giving effect to this Second Amendment and the transactions
contemplated hereunder.
3. As of the date hereof, all references to the Credit Agreement
shall be to the Credit Agreement as amended hereby.
4. The Borrower agrees to pay all costs and expenses, including
reasonable attorneys' fees, incurred by the Bank in connection with the
preparation, negotiation and execution of this Second Amendment.
5. Except as otherwise provided herein all other terms of the Credit
Agreement shall remain in full force and effect.
6. THE BORROWER AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH,
THIS SECOND AMENDMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE
BORROWER OR THE BANK. THE BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED
FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION
OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE BORROWER AND THE BANK ENTERING INTO THIS SECOND
AMENDMENT AND EACH SUCH OTHER LOAN DOCUMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed by their respective duly authorized officers as of
the date first above written.
SAUCONY, INC. STATE STREET BANK AND TRUST COMPANY
Borrower Bank
By: /s/ Xxxxxxx X. Xxxxxxxxx By: /s/ Xxxx Xxxx
------------------------ ---------------------------
Name: Xxxxxxx X. Xxxxxxxxx Name: Xxxx Xxxx
Title: Executive Vice President, COO Title: Vice President
