AMENDMENT NO. 3
TO
CREDIT AGREEMENT
This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this "Amendment") is entered
into as of this 28th day of June, 2002, by and among LACROSSE FOOTWEAR, INC., a
Wisconsin corporation ("Lacrosse"), XXXXXX SHOE MANUFACTURING CO., a Wisconsin
corporation ("Xxxxxx" together with Lacrosse, collectively the "Borrowers" and
individually, a Borrower), GENERAL ELECTRIC CAPITAL CORPORATION, a New York
corporation ("Agent"), for itself as a Lender and as Agent for Lenders, and the
other Lenders signatory hereto. Unless otherwise specified herein, capitalized
terms used in this Amendment shall have the meanings ascribed to them in
Schedule A to the Credit Agreement (as hereinafter defined).
RECITALS
WHEREAS, the Borrowers, Agent and Lenders have entered into that
certain Credit Agreement, dated as of June 15, 2001, as previously amended (as
amended, the "Credit Agreement"); and
WHEREAS, the Borrowers, Agent and Lenders desire to waive certain
provisions of the Credit Agreement and otherwise amend the Credit Agreement as
herein set forth.
NOW THEREFORE, in consideration of the foregoing recitals, mutual
agreements contained herein and for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Agent, Lenders and the
Borrowers agree as follows:
SECTION 1 Amendments.
(a) Subject to the satisfaction of the conditions precedent set forth in
Section 3 hereof, Annex G of the Credit Agreement is hereby amended by amending
Section (c) thereto read as follows:
(c) Minimum Tangible Net Worth. Borrowers and their
Subsidiaries on a consolidated basis shall have, at the end of
each Fiscal Quarter set forth below, Tangible Net Worth equal
to or greater than:
$23,882,000 as of the Fiscal Quarter ending on or about September 30, 2001;
$25,920,000 as of the Fiscal Quarter ending on or about December 31, 2001;
$21,920,000 as of the Fiscal Quarter ending on or about March 31, 2002;
$20,620,000 as of the Fiscal Quarter ending on or about June 30, 2002;
$22,620,000 as of the Fiscal Quarter ending on or about September 30, 2002;
$25,920,000 as of the Fiscal Quarter ending on or about December 31, 2002;
$21,920,000 as of the Fiscal Quarter ending on or about March 31, 2003
$21,920,000 as of the Fiscal Quarter ending on or about June 30, 2003
$23,920,000 as of the Fiscal Quarter ending on or about September 30, 2003
$25,920,000 as of the Fiscal Quarter ending on or about December 31, 2003
$21,920,000 as of the end of each Fiscal Quarter occurring thereafter
SECTION 2 Covenant. On or before July 28, 2002, the Borrowers shall deliver
to the Agent an operating plan of the Borrowers, on a consolidated and
consolidating basis, in form and substance satisfactory to the Agent and
containing the same statements, assumptions and information required in the
operating plan otherwise required to be delivered pursuant to Section (c) of
Annex E to the Credit Agreement, covering the time period beginning January 1,
2003 and ending June 30, 2004 (such satisfactory operating plan referred to
herein as the "Amendment Operating Plan"). The Agent and the Lenders agree to
review and evaluate the Amendment Operating Plan within thirty days of receipt
to determine the feasibility of resetting or redefining the financial covenant
requirements currently contained in the Credit Agreement in such a way as is
mutually acceptable to the Borrowers, the Agent and the Lenders including,
without limitation, a fixed charge coverage ratio.
SECTION 3 Conditions to Effectiveness. This Amendment shall be effective
upon satisfaction of the following conditions precedent:
(a) This Amendment shall have been executed and delivered by Lenders
and the Borrowers.
(b) The representations and warranties contained herein shall be true
and correct in all respects.
(c) The Borrowers shall have paid to the Agent, for the ratable
benefit of the Lenders, an amendment fee in the amount of $20,000, such
amendment fee to be non-refundable, fully earned and payable on the date
hereof.
SECTION 4 Representations And Warranties Of Credit Parties.
(a) The execution, delivery and performance by each Borrower of this
Amendment has been duly authorized by all necessary corporate action and
this Amendment is a legal, valid and binding obligation of such Borrower
enforceable against such Borrower in accordance with its terms, except as
the enforcement thereof may be subject to (i) the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditors' rights generally and (ii) general principles of equity
(regardless of whether such enforcement is sought in a proceeding in equity
or at law);
(b) Each of the representations and warranties contained in the Credit
Agreement is true and correct in all material respects on and as of the
date hereof as if made on the date hereof, except to the extent that such
representations and warranties expressly relate to an earlier date; and
(c) Neither the execution, delivery and performance of this Amendment
by each Borrower nor the consummation of the transactions contemplated
hereby does or shall contravene, result in a breach of, or violate (i) any
provision of such Borrower's certificate or articles of incorporation or
bylaws, (ii) any law or regulation, or any order
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or decree of any court or government instrumentality, or (iii) any
indenture, mortgage, deed of trust, lease, agreement or other instrument to
which such Borrower or any of its Subsidiaries is a party or by which such
Borrower or any of its Subsidiaries or any of their property is bound,
except in any such case to the extent such conflict or breach has been
waived by a written waiver document, a copy of which has been delivered to
Agent on or before the date hereof.
SECTION 5 Reference To And Effect Upon The Credit Agreement.
(a) Except as specifically set forth above, the Credit Agreement and
the other Loan Documents shall remain in full force and effect and are
hereby ratified and confirmed.
(b) The execution, delivery and effectiveness of this Amendment shall
not operate as a waiver of any right, power or remedy of Agent or any
Lender under the Credit Agreement or any Loan Document, nor constitute
amendment of any provision of the Credit Agreement or any Loan Document,
except as specifically set forth herein. Upon the effectiveness of this
Amendment, each reference in the Credit Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of similar import shall mean and
be a reference to the Credit Agreement as amended hereby.
SECTION 6 Costs And Expenses. As provided in Section 11.3 of the Credit
Agreement, Borrowers agree to reimburse Agent for all fees, costs and expenses,
including the fees, costs and expenses of counsel or other advisors for advice,
assistance, or other representation in connection with this Amendment.
SECTION 7 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS
PROVISIONS) OF THE STATE OF ILLINOIS.
SECTION 8 Headings. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purposes.
SECTION 9 Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original, but
all such counterparts shall constitute one and the same instrument.
(signature page follows)
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[Signature Page to Amendment No. 3 to Credit Agreement]
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment No. 1 as of the date first written above.
LACROSSE FOOTWEAR, INC.
By: /s/
Name:
Title:
XXXXXX SHOE MANUFACTURING CO.
By: /s/
Name:
Title:
GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent and Lender
By: /s/
Duly Authorized Signatory
THE CIT GROUP/COMMERCIAL SERVICES, INC.
as Lender
By: /s/
Name:
Title:
[Signature Page to Amendment No. 3 to Credit Agreement]
