FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the "First
Amendment"), dated as of March 29, 2000, amends the Amended and Restated Credit
Agreement dated as of May 28, 1999 by and among LACROSSE FOOTWEAR, INC. (the
"Borrower"), the several Lenders from time to time parties thereto (the
"Lenders") and Firstar Bank, N.A. (f/k/a Firstar Bank Milwaukee, N.A.; the
"Agent") (as so amended, and as the same may be amended from time to time, the
"Credit Agreement").
1. Definitions. Capitalized terms not otherwise defined herein shall have
the meanings assigned to them in the Credit Agreement.
2. Waiver. Subject to the terms set forth herein, the Lenders hereby agree
to waive Borrower's breach of Section 8.12(c) of the Credit Agreement for the
period ending December 31, 1999. No waiver of Borrower's compliance with the
terms of Section 8.12(c) of the Credit Agreement is made for any periods other
than for the period set forth above and no waiver is made with respect to any
other covenant or agreement set forth in the Credit Agreement.
3. Amendments. The parties hereby agree to amend the Credit Agreement as
follows:
(a) The defined term "Applicable Percentage" in Section 2.1 is deleted
in its entirety, and Schedule 3.1(d) is deleted in its entirety.
(b) The following definition is added to Section 2.1 in appropriate
alphabetical order:
"`Borrowing Base' means an amount equal to the sum of (i) 80% of
Qualified Receivables plus (ii) 50% of Qualified Inventory
(provided that the maximum amount included in the Borrowing Base
under this clause (ii) shall not exceed $31,250,000)."
(c) The defined term "Credit Documents" in Section 2.1 is deleted in
its entirety and replaced with the following:
"`Credit Documents' means this Credit Agreement, the Notes, the
Security Agreement, any Letter of Credit Document, and all other
related agreements and documents issued or delivered hereunder or
thereunder or pursuant hereto or thereto."
(d) All references in the Credit Agreement to "Firstar Bank Milwaukee,
N.A." are deleted in their entirety and replaced with "Firstar Bank, N.A."
(e) The following definitions are added to Section 2.1 in appropriate
alphabetical order:
"`Qualified Inventory' means raw material and finished goods
inventory of the Borrower, valued at the lower of wholesale
market or cost (determined on a LIFO basis), net of reserves,
which meet these specifications:
(1) it is owned by the Borrower free of all Liens (except the
Agent's Lien for the benefit of the Lenders);
(2) no financing statement (other than the Agent's for the
benefit of the Lenders) is on file covering it, its products
or proceeds;
(3) if it is represented by documents of title, the Borrower is
the owner of the documents of title free of all Liens (other
than the Agent's Lien for the benefit of the Lenders);
(4) it is in good condition and it is new and unused except as
the Lenders may otherwise consent in writing; and
(5) it is subject to a valid and perfected first lien security
interest in favor of the Agent for the benefit of the
Lenders.
`Qualified Receivables' means the amounts owing to the Borrower
on accounts receivable which meet these specifications:
(1) it arose from a bona fide sale of goods or services which
have been delivered or shipped to the account debtor and for
which the Borrower has genuine invoices, shipping documents
or receipts;
(2) it is not past due more than ninety (90) days and is not
outstanding more than two hundred seventy-five (275) days
from the delivery of goods, performance of services or date
of invoice;
(3) it is owned by the Borrower free of all Liens (except the
Agent's Lien for the benefit of the Lenders);
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(4) it is enforceable against the account debtor for the amount
shown as owing in the statements furnished by the Borrower
to the Lenders;
(5) it and the transaction out of which it arose comply with all
applicable laws and regulations;
(6) it is not subject to any set-off, credit, allowance or
adjustment, except discount for prompt payment, nor has the
account debtor returned the goods or disputed its liability;
(7) the Borrower has no notice or knowledge of anything which
might impair the creditworthiness of the account debtor;
(8) the Lenders have not notified the Borrower that the account
or account debtor is unsatisfactory; and
(9) the account is not subject to any prohibition against or
restriction upon assignments or Liens, and is subject to a
valid and perfected first lien security interest in favor of
the Agent for the benefit of the Lenders.
`Security Agreement' means that certain Security Agreement by and
between the Borrower and the Agent (for the benefit of the
Lenders) substantially in the form of Exhibit A attached to the
First Amendment, as the same may be modified or amended from time
to time."
(f) Section 3.1(a) is deleted in its entirety and the following
inserted in its place:
"(a) Revolving Commitment. During the Revolving Commitment
Period, subject to the terms and conditions hereof, each Lender
severally agrees to make revolving credit loans ("Revolving
Loans") to the Borrower from time to time for the purposes
hereinafter set forth; provided, however, that (i) with regard to
each Lender individually, the sum of such Lender's share of
outstanding Revolving Loans plus such Lender's LOC Commitment
Percentage of LOC Obligations shall not exceed such Lender's
Revolving Committed Amount, and (ii) with regard to the Lenders
collectively, the sum of the aggregate amount of outstanding
Revolving Loans plus the aggregate amount of LOC Obligations plus
the aggregate amount of Commercial Paper Obligations plus the
aggregate amount of outstanding Swing Line Loans shall not exceed
the lesser of: (A) SIXTY-TWO MILLION FIVE HUNDRED THOUSAND
DOLLARS ($62,500,000), as such aggregate maximum amount may be
reduced from time to time as provided herein, and (B) the
Borrowing Base. Revolving Loans may consist of Prime Rate Loans
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or Eurodollar Loans, or a combination thereof, as the Borrower
may request, and may be repaid and reborrowed in accordance with
the provisions hereof. Eurodollar Loans shall be made by each
Lender at its Eurodollar Lending Office and Prime Rate Loans at
its Domestic Lending Office."
(g) Section 3.1(d)(ii) is amended by deleting the reference therein to
"the Applicable Margin" and inserting the following in its place: "150 basis
points."
(h) Section 3.2(c)(ii) is amended by deleting the reference therein to
"the Applicable Margin" and inserting the following in its place: "187.5 basis
points."
(i) Section 4.4(a) is deleted in its entirety and the following is
inserted in its place:
"(a) Unused Facility Fee. In consideration of the Revolving
Commitments by the Lenders hereunder, the Borrower agrees to pay
to the Agent for the ratable benefit of the Lenders an unused
facility fee in an amount equal to the average daily unused
portion of such Revolving Commitments, as the same may be reduced
from time to time hereunder, (computed on a quarterly basis in
arrears on the last Business Day of each March, June, September
and December commencing June 30, 2000, based upon the daily
utilization for that quarter as calculated by the Agent) times
1/4 of 1%. The unused facility fee shall be due and payable
quarterly in arrears on the last Business Day of each March,
June, September and December commencing on June 30, 2000, through
the Revolving Termination Date. The unused facility fee shall be
fully earned on each such payment date. Notwithstanding any term
herein to the contrary, it is understood that for purposes of
calculating the unused facility fee, usage of the Revolving
Commitments shall not be deemed to include amounts outstanding in
respect of LOC Obligations, Commercial Paper Obligations or Swing
Line Loans."
(j) The word "and" is deleted following the end of Section 7.1(c), the
period is deleted following the end of Section 7.1(d) and the following is
inserted immediately thereafter:
"; and
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(e) Within twenty (20) days after the end of each month, and
within thirty (30) days after the end of its last fiscal month, a
duly executed borrowing base certificate in the form of Exhibit B
attached to the First Amendment (the "Borrowing Base
Certificate")."
(k) Schedule 8.2 is deleted in its entirety and the form of Schedule
8.2 attached to the First Amendment is inserted in its place.
(l) Section 8.12(a) is amended by deleting the dollar amount
"$44,000,000" therein and substituting the dollar amount "$41,000,000" in its
place.
(m) Section 8.12(b) is amended by deleting the date "March 30, 2000"
therein and substituting the date "March 30, 2001" in its place.
(n) Section 8.12(c) is deleted in its entirety and the following
inserted in its place:
"(c) Interest Coverage Ratio. The Borrower will not permit the
ratio of its Consolidated Net Income plus interest expense and
depreciation expense to interest expense to be less than: (i)
1.25 to 1.0 from the date hereof through and including December
31, 2000; and (ii) 2.00 to 1.0 at any time thereafter, in each
case, calculated on a four-quarter rolling basis."
4. Conditions Precedent.
(a) This First Amendment shall become effective on the date that the
Agent shall have received, with a counterpart for each Lender:
(i) this First Amendment, duly executed by an authorized
representative of the Borrower and the Required Lenders;
(ii) the Security Agreement, together with UCC financing
statements, in each case executed by an authorized representative of the
Borrower;
(iii) the Borrowing Base Certificate, duly executed by an
authorized representative of the Borrower;
(iv) a certificate of the Secretary of Borrower, dated as of the
date of the First Amendment, as to: (A) the incumbency and signature of the
officers of Borrower who have signed or will sign this First Amendment and the
Security Agreement and any other documents or materials to be delivered by
Borrower to the Agent pursuant to the Credit Agreement; (B) the adoption and
continued effect of resolutions of the board of directors of Borrower
authorizing the execution, delivery and performance of this First Amendment, the
Security Agreement, and all other documents or materials to be executed,
delivered and performed by the Borrower pursuant or in connection thereto or
hereto; and (C) the accuracy
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and completeness of attached copies of the articles of incorporation and bylaws
of Borrower, as amended to date; and
(v) the legal opinion of Xxxxx & Xxxxxxx, counsel for the
Borrower, dated the date of this First Amendment and addressed to the Agent and
the Lenders, in form and substance satisfactory to the Agent and the Lenders.
(b) Notwithstanding anything to the contrary contained in the Credit
Agreement, as soon as practicable after the date of this First Amendment, the
Borrower shall permit the Agent (on behalf of the Lenders) during regular
business hours, upon reasonable notice by the Agent and at the Borrower's sole
expense, to conduct a field audit of the Borrower's properties and examine and
make abstracts from any of its books and records and to discuss the business,
operations, properties and financial and other condition of the Borrower and its
Subsidiaries with officers and employees of the Borrower and its Subsidiaries
and with its independent certified public accountants.
5. Representations and Warranties. Borrower certifies that the
representations and warranties contained in the Credit Agreement are true and
correct as of the date of this First Amendment, and that, after giving effect to
the waivers and amendments set forth herein, no condition, event, act or
omission has occurred which, with the giving of notice or passage of time, or
both, would constitute a Default under the Credit Agreement.
6. Full Force and Effect. Except as provided herein, all of the terms and
conditions set forth in the Credit Agreement, and all additional documents
entered into in connection with the Credit Agreement, shall remain unchanged and
shall continue in full force and effect as originally set forth.
7. Binding Effect. This First Amendment shall be binding upon the parties
hereto and their respective successors and assigns.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
to Loan Agreement as of the date first set forth above.
LACROSSE FOOTWEAR, INC.,
a Wisconsin corporation
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Title: Vice President--Finance and CFO
FIRSTAR BANK, N.A.,
in its capacity as Agent and as
a Lender
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Title: Senior Vice President
THE NORTHERN TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Title: Vice President
XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxxx X. Xxxxxx
--------------------------------------
Title: Vice President
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SCHEDULE 8.2
PERMITTED LIENS
Secured Party Filing Jurisdiction Filing Number
------------- ------------------- -------------
IBM Credit Corporation WI XXX 0000000
Pitney Xxxxx Credit Corp. NH Secretary of State 531712
EXHIBIT B
LACROSSE FOOTWEAR, INC.
BORROWING BASE CERTIFICATE
--------------------------
TO: FIRSTAR BANK, X.X.
XXXXXX TRUST AND SAVINGS BANK
THE NORTHERN TRUST COMPANY
This Borrowing Base Certificate is furnished pursuant to the Amended and
Restated Credit Agreement dated as of May 28, 1999 (as amended to date, the
"Agreement"), among LaCrosse Footwear, Inc., a Wisconsin corporation (the
"Borrower"), First Bank, N.A., Xxxxxx Trust and Savings Bank and The Northern
Trust Company (collectively, the "Lenders") and Firstar Bank, N.A., as Agent for
the Lenders. Unless otherwise defined herein, the terms used in this Borrowing
Base Certificate have the meanings ascribed thereto in the Agreement.
THE UNDERSIGNED HEREBY CERTIFIES THAT:
1. I am the chief financial officer of the Borrower.
2. As of ____________________ [previous month-end] the Borrowing Base was as
follows:
(a) Total Accounts Receivable $____________
(b) All accounts that are payable more than 275 days from
the delivery of goods, performance of services or date
of invoice, or that are more than 90 days past due $____________
(c) Accounts subject to setoff, credit, allowance
or adjustment $____________
(d) Accounts subject to Liens (other than in favor
of Lenders) $____________
(e) Accounts subject to any dispute or counterclaim
by the account debtor $____________
(f) Other ineligible accounts under definition of
"Qualified Receivables" in the Agreement $____________
(g) Qualified Receivables
[(a) less (b) + (c) + (d) + (e) + (f)] $____________
(h) Total Inventory (as that term is defined in the Security
Agreement) on a LIFO basis and net of reserves $____________
(i) Work-in-process $____________
(j) Inventory subject to Liens (other than in favor
of the Lenders) $____________
(k) Inventory represented by documents of title other
than negotiable documents of title in possession of
the Agent $____________
(l) Inventory that is used, obsolete, in poor condition
or otherwise not saleable $____________
(m) Other ineligible inventory under definition of
"Qualified Inventory" in this Agreement $____________
(n) Qualified Inventory
[(h) less (i) + (j) + (k) + (l) + (m)] $____________
TOTAL BORROWING BASE:
(o) 80% of Line (g) $____________
(p) plus 50% of Line (n) (not to exceed $31,250,000) $____________
(q) 100% of Line (o) plus Line (p) $____________
(r) Outstanding aggregate amount of all
Revolving Loans $____________
(s) Outstanding aggregate amount of LOC Obligations $____________
(t) Outstanding aggregate amount of Commercial
Paper Obligations $____________
(u) Outstanding aggregate amount of Swing Line Loans $____________
(v) TOTAL BORROWING AVAILABILITY
[(q) less (r) + (s) + (t) + (u)] $____________
The information set forth above and on the attached Schedule of Qualified
Receivables and Statement of Qualified Inventory is true and correct.
LACROSSE FOOTWEAR, INC.
By:------------------------------------
Chief Financial Officer
