EXHIBIT 10.1
State Street Bank and Trust Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
June 28, 2002
Xx. Xxxxxxx Xxxxx
Chief Financial Officer
Saucony, Inc.
00 Xxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
RE: Amendment to Revolving Credit Agreement dated August 31, 1998 by and between
State Street Bank and Trust Company (the "Bank"), as lender, and Saucony, Inc.
("Saucony"), as borrower (the "Credit Agreement").
Dear Xxxxxxx:
This letter is to confirm that the Termination Date (as defined in Section 1.1
of the Credit Agreement) shall be extended until July 31, 2002.
In addition, Section 7.5 of the Credit Agreement shall be amended by deleting
the proviso at the end thereof and replacing it with the following "; provided,
however, that for purposes of calculating compliance with this Section 7.5
solely with respect to the fiscal quarters of the Borrower ending January 4,
2002, April 5, 2002 and July 5, 2002, EBIT shall not include an extraordinary
charge incurred by the Borrower of $2,108,000."
In order to induce the Bank to enter into this Letter Agreement, Saucony hereby
represents and warrants that (a) no Default or Event of Default under the Credit
Agreement exists on the date hereof after giving effect to this Letter Agreement
and (b) all of the representations and warranties contained in the Credit
Agreement are true and correct in all material respects as of the date hereof
after giving effect to this Letter Agreement, with the same effect as if those
representations and warranties had been made on and as of the date hereof (it
being understood that any representation or warranty made as of a specified date
shall be required to be true and correct in all material respects only as of
such specified date).
To the extent not otherwise set forth herein, Saucony hereby remises, releases,
acquits, satisfies and forever discharges the Bank, its agents, employers,
officers, directors, predecessors, attorneys and all others acting on behalf of
or at the direction of the Bank, of and from any and all manner of actions,
causes of action, suit, debts, accounts, covenants, contracts, controversies,
agreements, variances, damages, judgments, claims and demands whatsoever, in law
or in equity, which any of such parties ever had, now have or can, shall or may
at any time have against the Bank, its agents, employees, officers, directors,
attorneys and all persons acting or purporting to act on behalf of or at the
direction of the Bank ("Releases"), for, upoon or by reason of any matter, cause
or thing whatsoever through the date hereof. Without limiting the generality of
the foregoing, Saucony waives and affirmatively agrees not to allege or
otherwise pursue any defenses, affirmative defenses, counterclaims, claims,
causes of action, setoffs or other rights they do, shall or may have against the
Releasees as of the date hereof.
This Letter Agreement is limited as specified and shall not constitute a
modification, amendment or waiver of any provisions of the Credit Agreement
(other than as expressly provided for herein) or constitute a course of dealing
between the parties.
This Letter Agreement may be executed in any number of counterparts and by the
parties hereto on separate counterparts, each of which counterpart when executed
and delivered shall be an original, but all of which together shall constitute
one and the same instrument.
This Letter Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts.
From and after the date hereof, all references to the Credit Agreement shall be
deemed to be references to the Letter Agreement as modified hereby.
Saucony agrees that the Credit Agreement and all documents executed in
connection therewith or pursuant thereto remain in full force and effect after
giving effect to this letter amendment to Credit Agreement.
Please confirm that the foregoing correctly sets forth our agreement by signing
and returning the duplicate copy of this letter agreement enclosed herewith.
Very truly yours,
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxxxxxx Xxxx
------------------------
Name: Xxxxxxxxxx Xxxx
Title: Vice President
ACCEPTED AND AGREED:
SAUCONY, INC.
By: /s/ Xxxxxxx Xxxxx
-----------------------
Name: Xxxxxxx Xxxxx
Title: Chief Financial Officer
