AMENDMENT NO. 4 TO CREDIT AGREEMENT
This Amendment No. 4 to Credit Agreement (this "Amendment
Agreement") is entered into as of May 30, 1997 by and among
Rawlings Sporting Goods Company, Inc. (the "Borrower"), the
undersigned lenders (the "Lenders") and The First National Bank of
Chicago, as agent (the "Agent").
WITNESSETH:
WHEREAS, the Borrower, the Lenders and the Agent entered into
that certain Credit Agreement dated as of July 8, 1994 and amended
as of March 24, 1995, August 31, 1995 and September 23, 1996 (the
"Credit Agreement"); and
WHEREAS, the Borrower, the Lenders and the Agent have agreed
to further amend the Credit Agreement on the terms and conditions
herein set forth.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used herein and not
otherwise defined herein shall have the meanings attributed to such
terms in the Credit Agreement, as amended hereby.
2. Amendment to Credit Agreement. Section 6.28.3 is hereby
amended by deleting the table set forth therein in its entirety and
replacing it with the following:
Measurement Date Minimum Ratio
5/31/97 1.75:1
8/31/97 1.75:1
11/30/97 and the last 2.00:1
day of each Fiscal Quarter
thereafter
3. Representations and Warranties of the Borrower.
3.1 The Borrower represents and warrants that the execution,
delivery and performance by the Borrower of this Amendment
Agreement have been duly authorized by all necessary corporate
action and that this Amendment Agreement is a legal, valid and
binding obligation of the Borrower, enforceable against the
Borrower in accordance with its terms, except as the enforcement
thereof may be subject to (a) the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law
affecting creditors' rights generally and (b) general principles of
equity (regardless of whether such enforcement is sought in a
proceeding in equity or at law).
3.2 The Borrower hereby certifies that 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 any
such representation or warranty is stated to relate solely to an
earlier date, in which case such representation or warranty shall
be true and correct on and as of such earlier date.
4. Reference to and Effect on the Credit Agreement.
4.1 Upon the effectiveness of this Amendment Agreement, each
reference in the Credit Agreement to "this Agreement," "hereunder,"
"hereof," "herein" or words of like import and each reference to
the Credit Agreement in each Loan Document shall mean and be a
reference to the Credit Agreement as amended hereby.
4.2 Except as specifically amended above, all of the terms,
conditions and covenants of the Credit Agreement and the other Loan
Documents shall remain unaltered and in full force and effect and
shall be binding upon the Borrower in all respects and are hereby
ratified and confirmed.
4.3 The execution, delivery and effectiveness of this
Amendment Agreement shall not operate as a waiver of (a) any right,
power or remedy of any Lender or the Agent under the Credit
Agreement or any of the Loan Documents, or (b) any Default or
Unmatured Default under the Credit Agreement.
5. Costs and Expenses. The Borrower agrees to pay on demand all
reasonable fees and out-of-pocket expenses of counsel for the Agent
in connection with the preparation, execution and delivery of this
Amendment Agreement.
6. CHOICE OF LAW. THIS AMENDMENT AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF
THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE
TO NATIONAL BANKS.
7. Execution in Counterparts. This Amendment Agreement may be
executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement. This Amendment
Agreement shall become effective as of the date first above
written; provided, that the Agent has received counterparts of this
Amendment Agreement duly executed by the Borrower and each Lender.
8. Headings. Section headings in this Amendment Agreement are
included herein for convenience of reference only and shall not
constitute a part of this Amendment Agreement for any other
purposes.
[signature pages to follow]
IN WITNESS WHEREOF, the Borrower, the Agent and the Lenders
have executed this Amendment Agreement as of the date first above
written.
RAWLINGS SPORTING GOODS
COMPANY, INC.
By:___________________________
Title:________________________
THE FIRST NATIONAL BANK OF
CHICAGO, Individually and as
Agent
By:___________________________
Title:________________________
THE BANK OF NEW YORK
By:___________________________
Title:________________________
THE BOATMEN'S NATIONAL BANK OF
ST. LOUIS
By:___________________________
Title:________________________
COMERICA BANK
By:___________________________
Title:________________________
Keybank National Association
By:___________________________
Title:________________________