FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT (the "Amendment"), dated as of May 31, 1998, is among
Rawlings Sporting Goods Company, Inc. (the "Borrower"), the
Lenders (as defined below), and The First National Bank of
Chicago, as agent for the Lenders (the "Agent").
W I T N E S S E T H:
WHEREAS, the Borrower, the lenders party thereto (the
"Lenders") and the Agent are parties to that certain Amended and
Restated Credit Agreement dated as of September 12, 1997 (the
"Agreement"); and
WHEREAS, the Borrower, the Lenders and the Agent desire to
amend certain of the covenants and other provisions set forth in
the Agreement;
NOW, THEREFORE, in consideration of the premises herein
contained, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto
hereby agree as follows:
1. Defined Terms. Capitalized terms used herein and not
otherwise defined shall have the meanings attributed to such
terms in the Agreement.
2. Amendments to the Agreement. Subject to the
satisfaction of the conditions precedent set forth in Section 4,
effective as of the date first set forth above (the "Effective
Date");
(a) A new defined term "Bull Run Warrants" is added to
Article I of the Agreement in its proper place in the
alphabetical sequence, such defined term to read in its entirety
as follows:
"Bull Run Warrants" means those certain warrants
to issue approximately 925,804 shares of common stock
of the Borrower held, at the time of the effective date
of the first amendment to this Agreement, by Bull Run
Corporation or one of its Subsidiaries or Affiliates."
(b) The defined term "Required Lenders" in Article I of the
Agreement is amended by deleting the two references to "66-2/3%"
contained therein and replacing each such reference with "51%".
(c) Section 2.7 of the Agreement is hereby amended by
deleting the word "and" at the end of clause (b)(ii) thereof and
replacing the existing clause (iii) with new clauses (iii) and
(iv) to read in their entirety as follows:
"(iii) within two (2) Business Days after the
receipt thereof by the Borrower, in an amount equal to
100% of the aggregate Net Available Proceeds realized
upon all issuances of common stock of the Borrower or
any Subsidiary, except for issuances made pursuant to
clauses (i) or (ii) of Section 6.10 or issuances
described in the following clause (iv) of this Section;
and
(iv) within two (2) Business Days after the
Borrower's receipt of the proceeds tendered for stock
issued upon the exercise of any or all of the Bull Run
Warrants, in the amount of $3,000,000."
(d) Section 6.10 of the Agreement is hereby amended to read
in its entirety as follows:
"6.10 Capital Stock and Dividends. The Borrower
will not, nor will it permit any Subsidiary to, (a)
issue any preferred stock, other capital stock or any
debt or equity securities of any kind, or (b) declare
or pay any dividends or make any distributions on its
capital stock (other than dividends payable in its own
capital stock) or redeem, repurchase or otherwise
acquire or retire any of its capital stock at any time
outstanding, except that (i) any Subsidiary may declare
and pay dividends or make distributions tot he
Borrower, (ii) the Borrower may make distributions of
its equity securities in accordance with its
shareholder rights plan and employee benefits plans,
(iii) the Borrower may issue common shares and warrants
or options to purchase common shares from time to time,
(iv) the Borrower may repurchase shares of its common
stock with proceeds received from the exercise of the
Bull Run Warrants, provided that (x) the aggregate
consideration tendered by the Borrower for such
repurchase does not exceed the difference between the
Net Available Proceeds received upon exercise of the
Bull Run Warrants and $3,000,000, and (y) all
repurchases entered into under this clause (iv) must
take place within one year of such exercise, and (v) so
long as no Default or Unmatured Default or Change in
Control is pending before or after giving effect to the
payment of such dividends, the Borrower may declare and
pay dividends on its common stock in any Fiscal Year of
up to an amount not to exceed fifty percent (50%) of
the Borrower's Net Income for the preceding Fiscal
Year."
(e) Section 6.19 of the Agreement is hereby amended to read
in its entirety as follows:
"6.19. Capital Expenditures. The Borrower will
not, nor will it permit any subsidiary to, expend, or
be committed to expend, for Capital Expenditures
(including, without limitation, for the acquisition of
fixed assets) on a non-cumulative basis in the
aggregate for the borrower and its Subsidiaries more
than $3,000,000 during the 1997 Fiscal Year, more than
$4,000,000 during the 1998 Fiscal Year or more than
$3,000,000 during any Fiscal Year thereafter, provided
that additional Capital Expenditures by the Borrower or
any Subsidiary of up to $5,000,000 incurred in
connection with the construction of a new or expanded
distribution center shall be permitted and shall not be
counted against the foregoing amounts."
(f) The second sentence of Section 6.28.3 of the Agreement
is hereby amended to read in its entirety as follows:
"For the purposes of calculating the Fixed Charge
Coverage Ratio, there shall be added back to EBITDA (i)
up to $500,000 in charges incurred by the Borrower
relating to the change in the Borrower's Chief
Executive Officer, and (ii) up to $1,000,0000 in
charges incurred by the Borrower in connection with
environmental remediation at its Adirondack, New York
facility."
3. Representations and Warranties. The Borrower hereby
confirms, reaffirms and restates as of the Effective Date the
representations and warranties set forth in Article V of the
Agreement as amended hereby, provided that any such
representation or warranty which is stated to relate solely to an
earlier date is confirmed, reaffirmed and restated as of such
date. A Default under and as defined in the Agreement as amended
by this Amendment shall be deemed to have occurred if any
representation or warranty made pursuant to the foregoing
sentence of this Section 3 shall be materially false as of the
date on which made.
4. Conditions Precedent. The amendments to this Agreement
provided for in Section 2 hereof shall become effective as of the
Effective Date when all of the following conditions precedent
shall have been satisfied:
(a) This Agreement shall have been duly executed and
delivered by the Borrower, each of the Lenders and the Agent.
(b) No Default or Unmatured Default shall have occurred and
be continuing.
5. Effect on the Agreement. Except as expressly amended
hereby, all of the representations, warranties, terms, covenants
and conditions of the Agreement and the other Loan Documents (a)
shall remain unaltered, (b) shall continue to be, and shall
remain, in full force and effect in accordance with their
respective terms, and (c) are hereby ratified and confirmed in
all respects. Upon the effectiveness of this Amendment, all
references in the Agreement (including references in the
Agreement as amended by this Amendment) to "this Agreement" (and
all indirect references such as "hereby", "herein", "hereof" and
"hereunder") shall be deemed to be references to the Agreement as
amended by this Amendment.
6. Expenses. The Borrower shall reimburse the Agent for
any and all reasonable costs, internal charges and out-of-pocket
expenses (including attorneys' fees and time charges of attorneys
for the Agent, which attorneys may be employees of the Agent)
paid or incurred by the Agent in connection with the preparation,
review, execution and delivery of this Amendment.
7. Entire Agreement. This Amendment, the Agreement as
amended by this Amendment and the other Loan Documents embody the
entire agreement and understanding among the parties hereto and
supersede any and all prior agreements and understandings among
the parties hereto relating to the subject matter hereof.
8. Governing Law. This Amendment 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 a national banking association located in the State
of Illinois.
9. Counterparts. This Amendment may be executed in any
number of counterparts, all of which taken together shall
constitute one agreement, and any of the parties hereto may
execute this Amendment by signing any such counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this
First Amendment to Amended and Restated Credit Agreement to be
duly executed as of the date first above written.
RAWLINGS SPORTING GOODS COMPANY, INC.
By: /s/ Paul E. Martin
Print Name: Paul E. Martin
Title: CEO
THE FIRST NATIONAL BANK OF CHICAGO,
individually and as Agent
By: /s/ Nathan L. Bloch
Print Name: Nathan L. Bloch
Title: First Vice President
THE BANK OF NEW YORK
By: /s/ Steven Wilson
Print Name: Steven Wilson
Title: Assistant Vice President
COMERICA BANK
By: /s/ Burt R. Shusly III
Print Name: Burt R. Shusly III
Title: Vice President
NATIONSBANK, N.A.
By: /s/ Jeffrey S. Potts
Print Name: Jeffrey S. Potts
Title: Senior Vice President
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: /s/ Steven T. Standbridge
Print Name: Steven T. Standbridge
Title: Vice President