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FOURTH AMENDMENT TO CREDIT AGREEMENT
This Fourth Amendment to Credit Agreement (the "Amendment") is made on
this 14th day of August, 2001 by and among Florsheim Group Inc., The Florsheim
Shoe Store Company-Northeast, The Florsheim Shoe Store Company-West, Florsheim
Occupational Footwear, Inc., and X.X. X'Xxxxx Shoe Co. (collectively, the
"Borrowers"), each of the financial institutions from time to time a party
thereto (individually, a "Lender" and collectively the "Lenders") and BT
Commercial Corporation, (individually ("BTCC") and in its capacity as agent (the
"Agent")).
W I T N E S S E T H:
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WHEREAS, the Agent, the Lenders and the Borrowers are parties to that
certain Credit Agreement dated as of August 23, 1999, as amended through the
date hereof (the "Credit Agreement"); and
WHEREAS, the parties desire to amend the Credit Agreement, as more
fully set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein
contained and the other good and valuable consideration, the adequacy of which
is hereby acknowledged, and subject to the terms and conditions hereof, the
parties hereto agree as follows:
SECTION 1 DEFINITIONS. Unless otherwise defined herein, all capitalized
terms shall have the meanings given to them in the Credit Agreement.
SECTION 2 AMENDMENTS TO CREDIT AGREEMENT.
2.1 Section 1.1 of the Credit Agreement is hereby amended by deleting
subsection (iii) of the defined term "Fixed Asset and Intellectual Property
Sublimit", and inserting the following in its stead:
"(iii) $900,000 on the last day of each calendar quarter during the
term hereof, commencing with the calendar quarter ending June 30,
2000, provided, however, that the reduction which would otherwise
occur on the last day of the calendar quarter ending September 30,
2001 shall be deferred until the earlier of (x) the date on which the
plan administrator of the Florsheim Retirement Plan commences the
final distribution of Plan assets pursuant to the termination thereof,
or (y) October 31, 2001;"
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2.2 Section 8.1.1 of the Credit Agreement is hereby deleted in its
entirety.
2.3 Section 8.1.2 of the Credit Agreement is hereby deleted in its
entirety.
2.4 Article 8.1.3 of the Credit Agreement is hereby restated in its
entirety to read as follows:
"8.1.3 MINIMUM EBITDA. The Consolidated Entity shall have as of the end of
each fiscal period set forth below EBITDA of not less than the amount set
forth below:
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Period EBITDA
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three months ending with the third $250,000
quarter of fiscal 2001
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three months ending with the fourth $1,000,000
quarter of fiscal 2001
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three months ending with the first $1,500,000
quarter of fiscal 2002
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three months ending with the second $2,500,000"
quarter of fiscal 2002 and each fiscal
quarter thereafter for the then ending
3-month period
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SECTION 3 WAIVER. Agent and Lenders hereby waive the Event of Default
occasioned by Borrowers' failure to comply with the covenant contained in
Section 8.1.3 (Minimum EBITDA) of the Credit Agreement for the period of the six
fiscal months ending with the second quarter of fiscal 2001.
SECTION 4 AMENDMENT FEE. In consideration of the Agreement of Agent and
Lenders to enter into this Amendment, the Borrowers shall pay to Agent, for the
benefit of the Lenders, an amendment fee in the amount of One Hundred Thousand
Dollars ($100,000) payable on the date hereof. The Agent is hereby authorized by
the Borrowers to charge such fees to Borrowers' Loan Account.
SECTION 5 CONDITIONS PRECEDENT. The effectiveness of this Amendment is
expressly conditioned upon satisfaction of the following conditions precedent:
5.1 Agent shall have received copies of this Amendment duly executed
by the Borrowers and the Majority Lenders.
5.2 Agent shall have received such other documents, certificates and
assurances as it shall reasonably request.
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SECTION 6 REAFFIRMATION OF BORROWERS. The Borrowers hereby represent and
warrant to Agent and Lenders that (i) the representations and warranties set
forth in Section 5 of the Credit Agreement are true and correct on and as of the
date hereof, except to the extent (a) that any such representations or
warranties relate to a specific date, or (b) of changes thereto as a result of
transactions for which Agent and Lenders have granted their consent; (ii) the
Borrowers are on the date hereof in compliance with all of the terms and
provisions set forth in the Credit Agreement as hereby amended; and (iii) upon
execution hereof no Default or Event of Default has occurred and is continuing.
SECTION 7 FULL FORCE AND EFFECT. Except as herein amended, the Credit
Agreement and all other Credit Documents shall remain in full force and effect.
SECTION 8 COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same document.
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IN WITNESS WHEREOF, the parties hereto have caused this Credit
Agreement to be executed and delivered in Chicago, Illinois by their proper and
duly authorized officers as of the date first set forth above.
FLORSHEIM GROUP INC.
By: /s / Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President and CFO
THE FLORSHEIM SHOE STORE COMPANY
- NORTHEAST
By: /s / Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President and CFO
THE FLORSHEIM SHOE STORE COMPANY - WEST
By: /s / Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President and CFO
FLORSHEIM OCCUPATIONAL
FOOTWEAR, INC.
By: /s / Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President and CFO
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X.X. X'XXXXX SHOE CO.
By: /s / Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President and CFO
AGENT:
BT COMMERCIAL CORPORATION,
as Agent
By: /s/ XXXXX XXXXX
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Name XXXXX XXXXX
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Title: DIRECTOR
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LENDERS:
BT COMMERCIAL CORPORATION
By: /s/ XXXXX XXXXX
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Name XXXXX XXXXX
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Title: DIRECTOR
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LASALLE BANK NATIONAL ASSOCIATION
By: _____________________________________
Name: ___________________________________
Title: __________________________________
DIME COMMERCIAL CORP.
By: _____________________________________
Name: ___________________________________
Title: __________________________________
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