1 EX-10.1
EXHIBIT 10.1
FOURTEENTH AMENDMENT TO AMENDED
REVOLVING CREDIT AND LOAN AGREEMENT
-----------------------------------
This Fourteenth Amendment to Amended Revolving Credit and Loan Agreement
("Fourteenth Amendment") is entered into as of November 8, 1996, among NBD
Bank, formerly NBD Bank, N.A. ("NBD" or "Bank"), as Lender, and Xxxxxxx, Inc.,
an Illinois corporation ("Xxxxxxx"), Equilink Licensing Corporation, a Delaware
corporation ("Equilink") and RHC Licensing Corporation, a Delaware corporation
("RHC"), as Borrowers, and Xxxxxxx Sports Inc., a Delaware corporation
("Xxxxxxx Sports"), Ridmark Corporation, a Delaware corporation ("Ridmark"),
Proacq Corp., a Delaware corporation ("Proacq"), All American Sports
Corporation, a Delaware corporation ("All American"), and XxxxXx Corporation, a
Florida corporation ("XxxxXx"), as Guarantors. This Thirteenth Amendment
amends the Amended Revolving Credit and Loan Agreement, dated as December 30,
1991, as previously amended by the First Amendment to Amended Revolving Credit
and Loan Agreement, dated November 12, 1992, the Second Amendment to Amended
Revolving Credit and Loan Agreement, dated February 11, 1993, the Third
Amendment to Amended Revolving Credit and Loan Agreement, dated June 24, 1993,
the Fourth Amendment to Amended Revolving Credit and Loan Agreement, dated
January 26, 1994, the Fifth Amendment to Amended Revolving Credit and Loan
Agreement, dated March 26, 1994, the Sixth Amendment to Amended Revolving
Credit and Loan Agreement, dated April 30, 1994, the Seventh Amendment to
Amended Revolving Credit and Loan Agreement, dated July 31, 1994, the Eighth
Amendment to Amended Revolving Credit and Loan Agreement, dated September 15,
1994, the Ninth Amendment to Amended Revolving Credit and Loan Agreement, dated
December 12, 1994, the Tenth Amendment to Amendment Revolving Credit and Loan
Agreement, dated November 1, 1995, the Eleventh Amendment to Amended Revolving
Credit and Loan Agreement, dated November 15, 1995, the Twelfth Amendment to
Amendment Revolving Credit and Loan Agreement, dated December 6, 1995, and the
Thirteenth Amendment to Amendment Revolving Credit and Loan Agreement, dated
March 25, 1996 (as amended, the "Loan Agreement"), among the above referenced
parties and, prior to July 1994, Ohio Cellular Products Corporation.
Capitalized terms not otherwise defined herein shall have the meanings given to
them in the Loan Agreement.
WHEREAS, Borrowers and Guarantors have requested that NBD consent to
Xxxxxxx Sports obtaining a $7,500,000 unsecured loan from Silver Oak Capital,
L.L.C. ("Note Purchaser") to be guarantied by the subsidiaries of Xxxxxxx
Sports pursuant to the Note Purchase Agreement dated October 30, 1996 ("Note
Purchase Agreement"), between Xxxxxxx Sports and Note Purchaser.
WHEREAS, NBD has given its conditional consent by letter dated October 29,
1996, to the transactions contemplated by the Note Purchase Agreement
(including the issuance of the unsecured guaranties by the subsidiaries of
Xxxxxxx Sports) and it is a condition to such consent that the Borrowers and
Guarantors enter this Fourteenth Amendment.
WHEREAS, the Borrowers and Guarantors have requested that NBD extend the
Termination Date and defer the initial principal payment under the Term Loan.
2 EX-10.1
WHEREAS, NBD and Borrowers have agreed to amend the Loan Agreement to
reflect such changes on the terms set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is mutually acknowledged by the parties hereto, the parties
hereto agree as follows:
The following definitions in Section 1.1 of the Loan Agreement, are
amended to read in its entirety as follows:
"Subordinated Debt" means (i) the outstanding principal amount under
the Subordinated Notes and (ii) the outstanding amount under the
Subordinated Promissory Note dated April 18, 1988, in the original
principal amount of $439,000, from Xxxxxxx Sports to MacGregor
Sporting Goods, Inc. (assigned to Messrs. Nederlander, Toboroff,
Xxxxxxx and Xxxxxx).
"Termination Date" means the earlier to occur of (i) April 30, 1998,
and (ii) the date on which NBD's obligations under this Agreement are
terminated under Article VII, or otherwise.
1. The following definitions are hereby added to Section 1.1 of the Loan
Agreement to be inserted in alphabetical order:
"Note Purchase Agreement" means the Note Purchase Agreement dated
October 30, 1996, between Xxxxxxx Sports and Silver Oak Capital,
L.L.C, as the same may be amended from time to time with the written
consent of NBD.
"Subordinated Notes" means the promissory notes of Xxxxxxx Sports
issued pursuant to the Note Purchase Agreement, as the same may be
amended or restated from time to time with the written consent of
NBD.
2. Section 5.6(c) of the Loan Agreement is hereby amended to read in its
entirety as follows:
(c) cash dividends payable to Xxxxxxx Sports to repay all or a
portion of the Subordinated Debt and accrued interest on the
Subordinated Notes, PROVIDED THAT, (i) at the time of the
declaration, distribution and payment, there exists no Default or
Event of Default under this Agreement or any Collateral Document and
(ii) the Subordinated Notes may not be prepaid without the prior
written consent of NBD (this clause (ii) shall not apply to the
repurchase of less than $100,000 in principal under Sections 8.5 and
8.6 of the Note Purchase Agreement or conversion of the Subordinated
Notes into stock under the Note Purchase Agreement); and
3. Sections 5.9 of the Loan Agreement are hereby amended in their
entirety to read as follows:
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5.9 Capital Asset Expenditure. Expend sums in any fiscal year
(a) for the acquisition of capital assets exceeding $1,500,000 on an
aggregate basis for all Borrowers and Guarantors, including payments
under any capital lease of real or personal property, or (b) for
payments on non-capital leases exceeding $2,000,000 on an aggregate
basis for all Borrowers and Guarantors.
5. Section 5.10(f) of the Loan Agreement is hereby amended to read in
its entirety as follows:
(f) the sale or transfer of stock of Xxxxxxx Sports in the public
market, to NBD Bancorp (or its successor) under its warrant, and to
any holder the Subordinated Notes upon conversion pursuant to the
terms of the Note Purchase Agreement.
6. Sections 6.1A and 6.1B of the Loan Agreement are hereby amended in
their entirety to read as follows:
A. Working Capital Requirement. Maintain Working Capital in an
amount equal to at least (i) the Base Amount (as defined below),
minus (ii) $20,000,000 minus the then outstanding balance under the
Line of Credit Note which is classified as long term debt under
generally accepted accounting principles consistently applied. The
"Base Amount" shall be as follows: from September 30, 1996 to
March 30, 1997, $22,000,000; from March 31, 1997 to March 30, 1998,
$24,000,000; from March 31, 1998 and thereafter $26,000,000.
B. Book Net Worth. Maintain Book Net Worth as follows: (i) from
September 30, 1996 to the funding of the Subordinated Notes, at least
$28,400,000; (ii) from the funding of the Subordinated Notes through
September 29, 1997 at least $35,000,000; (iii) beginning
September 30, 1997 and thereafter at least $37,000,000. In
determining Book Net Worth, Subordinated Debt shall be excluded from
liabilities.
7. A new Event of Default is hereby added as Section 7.8 to the Loan
Agreement to read in its entirety as follows:
7.8 Repurchase or Prepayment of Subordinated Notes. (i) Any of the
holders of the Subordinated Notes exercise their option to require
Xxxxxxx Sports to repurchase more than $100,000 of principal, in the
aggregate, of such Subordinated Notes in connection with any event
triggering the rights of such holders to exercise their option under
Section 8.5 and 8.6 of the Note Purchase Agreement or (ii) any of the
Subordinated Notes are prepaid without the prior written consent of
NBD (this clause (ii) shall not apply to the repurchase under
Sections 8.5 and 8.6 of the Note Purchase Agreement or conversion of
the Subordinated Notes into stock under the Note Purchase Agreement).
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8. The principal payment of $1,000,000 due on December 1, 1996, under
the 1995 Term Note is hereby deferred until December 1, 1998. Interest will
remain due on December 1, 1996 and will continue to accrue on the full
outstanding principal balance until paid.
9. The agreements of NBD embodied in this Fourteenth Amendment are
subject to the following condition precedent:
(a) Xxxxxxx Sports shall have received $7,450,000 as the proceeds of
the Subordinated Notes on or before November 15, 1996 (assuming an offset of
$50,000 for legal fees provided for under the Note Purchase Agreement).
(b) Borrowers shall pay NBD an extension fee of $50,000 due on or
before November 15, 1996, which fee is in addition to all other fees and
interest due NBD under the Loan Agreement.
10. Borrowers and Guarantors acknowledge and agree that they will pay all
reasonable attorney's fees and out of pocket costs of NBD in connection with or
with respect to this Fourteenth Amendment and the review and consent given in
connection with the Note Purchase Agreement described above.
11. The parties hereto acknowledge and agree that the terms and
provisions of this Fourteenth Amendment amend, add to and constitute a part of
the Loan Agreement. Except as expressly modified and amended by the terms of
this Fourteenth Amendment, all of the other terms and conditions of the Loan
Agreement and all of the documents executed in connection therewith or referred
to or incorporated therein (including, without limitation, the Guaranties),
remain in full force and effect and are hereby ratified, confirmed and
approved.
12. If there is an express conflict between the terms of this Fourteenth
Amendment and the terms of the Loan Agreement, or any of the other agreements
or documents executed in connection therewith or referred to or incorporated
therein, the terms of this Fourteenth Amendment shall govern and control.
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IN WITNESS WHEREOF, the parties have executed this Fourteenth Amendment to
Amended Revolving Credit and Loan Agreement effective as of the date noted
above.
NBD BANK (formerly NBD Bank, N.A.)
XXX X. XXXX
__________________________________
By: Xxx X. Xxxx
Its: First Vice President
XXXXXXX, INC.
XXXXX XXXXXXXXXX
By:______________________________
Xxxxx Xxxxxxxxxx
Its: Vice President
EQUILINK LICENSING CORPORATION
RHC LICENSING CORPORATION
RIDMARK CORPORATION
PROACQ CORP.
ALL AMERICAN SPORTS CORPORATION
XXXXXX CORPORATION
XXXXX XXXXXXXXXX
By:___________________________
Xxxxx Xxxxxxxxxx
Their: Senior Vice President
XXXXXXX SPORTS, INC.
XXXXX XXXXXXXXXX
By:______________________________
Xxxxx Xxxxxxxxxx
Its: Executive Vice President
DET07/50974.1
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