EXHIBIT 10.2
FIFTH AMENDMENT TO CREDIT AGREEMENT
This Fifth Amendment to Credit Agreement (the "Amendment") is made on this
28th day of May, 1999 by and among Converse Inc. (the "Borrower"), BT Commercial
Corporation, as Agent (in such capacity, the "Agent") and BT Commercial
Corporation (in its capacity as lender, "BTCC"), Fleet Business Credit
Corporation ("FBC"), LaSalle National Bank ("LaSalle"), BankBoston, N.A.
("BankBoston"), FINOVA Capital Corporation ("FINOVA"), BNY Financial Corporation
("BNY"), Fleet Capital Corporation ("Fleet"), NationsBank of Texas, N.A.
("NationsBank"), Heller Financial, Inc. (BT, FBC, LaSalle, BankBoston, FINOVA,
BNY, Fleet, NationsBank, and Heller referred to collectively as "Lenders").
W I T N E S S E T H:
WHEREAS, the Agent, the Lenders and the Borrower are parties to that
certain Credit Agreement dated as of May 21, 1997, as amended by that certain
First Amendment to Credit Agreement dated as of June 26, 1997, that certain
Second Amendment to Credit Agreement dated as of November 21, 1997, that certain
Third Amendment to Credit Agreement dated as of January 29, 1998, and that
certain Fourth Amendment to Credit Agreement dated as of September 16, 1998
(collectively, 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 other good and valuable consideration, the adequacy is hereby acknowledged,
and subject to the terms and conditions hereof, the parties hereto agree as
follows:
SECTION I. DEFINITIONS. Unless otherwise defined herein, all capitalized
terms shall have the meaning given to them in the Credit Agreement.
SECTION II. AMENDMENTS TO CREDIT AGREEMENT.
2.1 The defined term "Borrowing Base", which appears in Section 1.1
of the Credit Agreement, is hereby amended by deleting the period at the end of
subsection (E), and inserting the following new subsection (F):
": plus
(F) the sum of $6,000,000 for the period from May 28th, 1999 until
the earlier to occur of (i) July 31, 1999, or (ii) the receipt by
Borrower of proceeds from any additional issuance of Debt, equity,
or any sale or disposition of assets in connection with any
securitization of intellectual property and the related stream of
royalty payments associated therewith. Only those Lenders whose
names appear on Annex I-A hereto shall be obligated to fund
Revolving Loans against that portion of the Borrowing Base which
includes subsection (F), and then only in the amount of their
commitment reflected on such Annex I-A."
2.2 Section 3.6(d) of the Credit Agreement is hereby amended by the
addition of the following new final sentence:
"Notwithstanding the provisions hereof, in the event of the receipt
of any amounts by the Agent for distribution hereunder following the
declaration of an Event of Default and an acceleration of the
Obligations in accordance with the terms hereof, distributions with
respect to the ratable payment of principal due on the Revolving
Loans shall be made as if no amounts were outstanding under
subsection (F) of the Borrowing Base, to the effect that all other
advances outstanding on the Revolving Loans shall be paid prior to
the payment of any Revolving Loans outstanding as a result of
advances under subsection (F) of the Borrowing Base."
2.3 Annex I-A attached hereto is hereby added as Annex I-A to the
Credit Agreement.
SECTION III. CONDITIONS PRECEDENT. The effectiveness of this Amendment is
expressly conditioned upon satisfaction of the following conditions precedent:
3.1 Agent shall have received copies of this Amendment duly executed by
Borrower and Lenders constituting Required Lenders.
3.2 Borrower shall have paid to Agent for the prorata benefit of the
Lenders who have committed to make advances pursuant to subsection (F) of the
Borrowing Base, an amendment fee in the amount of $150,000.
3.3 Agent shall have received such other documents, certificates and
assurances as it shall reasonably request.
SECTION IV. REAFFIRMATION OF BORROWER. Borrower hereby represents and
warrants to Agent and Lender 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 Lender have granted their consent; (ii)
Borrower is on the date
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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 or has not previously been
waived.
SECTION V. FULL FORCE AND EFFECT. Except as herein amended, the Credit
Agreement and all other Credit Documents shall remain in full force and effect.
SECTION VI. 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.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the
day and year specified above.
BORROWER:
CONVERSE INC.
By: /s/ Donald J. Camacho
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Name: Donald J. Camacho
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Title: Senior Vice President
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AGENT:
BT COMMERCIAL CORPORATION
By: /s/ Frank Fazio
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Name: Frank Fazio
----------------------------
Title: Director
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LENDER:
BT COMMERCIAL CORPORATION
By: /s/ Frank Fazio
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Name: Frank Fazio
----------------------------
Title: Director
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LENDER:
FLEET BUSINESS CREDIT
CORPORATION
By: /s/ Jennifer S. Mellitt
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Name: Jennifer S. Mellitt
----------------------------
Title: Vice President
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LENDER:
LASALLE NATIONAL BANK
By: /s/ Christopher G. Clifford
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Name: Christopher G. Clifford
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Title: Senior Vice President
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LENDER:
BANKBOSTON, N.A.
By:
----------------------------------
Name:
----------------------------
Title:
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LENDER:
FINOVA CAPITAL CORPORATION
By: /s/ Brian Rujewitz
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Name: Brian Rujewitz
----------------------------
Title:
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LENDER:
BNY FINANCIAL CORPORATION
By:
----------------------------------
Name:
----------------------------
Title:
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LENDER:
FLEET CAPITAL CORPORATION
By: /s/ Jennifer S. Mellitt
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Name: Jennifer S. Mellitt
----------------------------
Title: Vice President
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LENDER:
NATIONSBANK OF TEXAS, N.A.
By:
----------------------------------
Name:
----------------------------
Title:
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LENDER:
HELLER FINANCIAL, INC.
By:
----------------------------------
Name:
----------------------------
Title:
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ANNEX I-A
LENDERS AND COMMITMENT AMOUNT
With Respect to Subsection (F) of the
Borrowing Base as of
May ___, 1999
Name and Address of Lender Revolving Credit Commitment
- -------------------------- ---------------------------
BT COMMERCIAL CORPORATION $6,000,000
233 South Wacker Drive
84th Floor
Chicago, Illinois 60606
Attention: Wayne D. Hillock
Telecopy No.: (312) 993-8096
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