Exhibit 10.1
SECOND AMENDMENT
to
REVOLVING CREDIT AGREEMENT
THIS AMENDMENT AGREEMENT (this "Second Amendment"), dated as of July 13,
2004, to become effective as of the Amendment Effective Date as defined in
Section 4 hereof upon satisfaction of the conditions specified therein, is by
and among The Stride Rite Corporation, a Massachusetts corporation (the
"Borrower"), Fleet National Bank ("Fleet"), Bank of America National Association
("BOA"), The Bank of New York ("BONY"), and SunTrust Bank ("ST") (Fleet, BOA,
BONY and ST being referred to, collectively, as the "Banks"), Fleet as
Administrative Agent for the Banks, BOA, BONY and ST as Documentation Agents.
Whereas, the Borrower, the Banks and the Administrative Agent are parties
to that certain Revolving Credit Agreement dated as of January 19, 2000, as
amended by a First Amendment dated as of October 31, 2002 (as so amended, the
"Credit Agreement"), pursuant to which the Banks, upon the terms and conditions
specified therein, have agreed to make Loans to the Borrower;
Whereas, the Borrower has requested that the Banks and the Administrative
Agent agree, and the Banks and the Administrative Agent have agreed, on the
terms and subject to the conditions set forth herein, to amend certain of the
provisions of the Credit Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms which are used herein without
definition and which are defined in the Credit Agreement shall have the same
meanings herein as in the Credit Agreement.
2. Amendments to the Credit Agreement.
(a) "Banc of America Securities LLC" shall be substituted for all
references in the Credit Agreement to "Fleet Securities, Inc." as the Arranger.
(b) Section 8.4 of the Credit Agreement is amended in its entirety to read
as follows:
"8.4. Distributions. The Borrower will not make any
Distributions; provided that the Borrower may make distributions
("Permitted Distributions") which satisfy the following tests: (i)
the aggregate amount of such Distribution and all other
Distributions during the same fiscal year of the Borrower does not
exceed (x) for fiscal year 2004, $50,000,000, and (y), for any
fiscal year thereafter, $40,000,000, and (ii) at the time of such
Distribution, no Default or Event of Default has occurred and is
continuing or would exist after giving effect to such Distribution."
3. Representations and Warranties. The Borrower hereby represents and
warrants to the Banks that:
(a) The execution and delivery by the Borrower, and the performance by the
Borrower, of its obligations and agreements under this Second Amendment, and the
Credit Agreement as amended hereby, (i) are within the corporate authority of
the Borrower, have been duly authorized by all necessary corporate proceedings,
(ii) do not and will not contravene any requirement of law applicable to or
binding upon the Borrower or any of its Significant Subsidiaries, nor any
contractual obligation of the Borrower or any of its Significant Subsidiaries,
and (iii) will not result in or require the creation or imposition of any lien
on any of the Borrower's or its Significant Subsidiaries' respective properties
or revenues, except in the case of clauses (ii) and (iii) any violations and/or
liens which in the aggregate would not be reasonably likely to have a material
adverse effect on the business or financial condition of the Borrower or any of
its Significant Subsidiaries and would not be reasonably likely to have a
material adverse effect on the ability of the Borrower to perform its
obligations under the Credit Agreement and the Notes.
(b) This Second Amendment and the Credit Agreement as amended hereby
constitute the legal, valid and binding obligations of the Borrower enforceable
against the Borrower in accordance with their terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the enforcement of creditors' rights generally.
(c) The representations and warranties of the Borrower contained in the
Credit Agreement, as amended hereby, are true and correct on the date hereof
(except to the extent of changes resulting from transactions contemplated or
permitted by the Credit Agreement and changes occurring in the ordinary course
of business that singly or in the aggregate are not materially adverse, and
except to the extent that such representations and warranties relate expressly
to an earlier date); and no Default or Event of Default has occurred and is
continuing, or will occur after execution and delivery by the Borrower of this
Second Amendment.
4. Effectiveness. This Second Amendment shall be deemed to be effective as
of the date the following conditions precedent are satisfied:
(a) The Administrative Agent shall have received counterparts of this
Second Amendment signed by the Borrower and the Majority Banks.
(b) The Borrower shall have paid the reasonable legal fees and
disbursements of Xxxxxxx XxXxxxxxx LLP, as counsel to the Administrative Agent
and the Banks, in connection with this Second Amendment (for which an invoice
shall have been presented).
(c) The Administrative Agent shall have received copies of such
certificates and other documents as the Administrative Agent may reasonably
request, and such documents and all legal matters in connection with this Second
Amendment shall be satisfactory in form and substance to the Administrative
Agent and its counsel.
5. Miscellaneous Provisions.
(a) Except as otherwise expressly provided by this Second Amendment, all of
the terms, conditions and provisions of the Credit Agreement shall remain the
same; and the Credit Agreement as amended hereby shall continue in full force
and effect.
(b) This Second Amendment is intended to take effect as an instrument
executed under seal and shall be construed according to and governed by the laws
(excluding the laws applicable to conflicts or choice of law) of the
Commonwealth of Massachusetts.
(c) This Second Amendment may be executed in any number of counterparts,
but all such counterparts shall together constitute but one instrument. In
making proof of this Second Amendment, it shall not be necessary to produce or
account for more than one counterpart signed by the Borrower and the Majority
Banks.
IN WITNESS WHEREOF, the undersigned parties have caused this Amendment
Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
THE STRIDE RITE CORPORATION
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: C.F.O.
FLEET NATIONAL BANK,
individually and as Administrative Agent
By: /s/ Xxxxx Xxxxxxxx
---------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
BANK OF AMERICA NATIONAL ASSOCIATION
individually and as Documentation Agent
By: /s/ Xxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
SUNTRUST BANK
individually and as Documentation Agent
By: /s/ E. Xxxxxx Xxxxx, Xx.
--------------------------------------
Name: E. Xxxxxx Xxxxx, Xx.
Title: Managing Director
THE BANK OF NEW YORK
individually and as Documentation Agent
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
