AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT AGREEMENT
This Amendment No. 5 to Amended and Restated Credit
Agreement (this "Amendment Agreement") is entered into as of
September 3, 1999 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").
W I T N E S S E T H :
WHEREAS, the Borrower, the Lenders and the Agent entered
into that certain Amended and Restated Credit Agreement dated as
of September 12, 1997 and amended as of May 31, 1998, February
28, 1999, July 14, 1999 and July 31, 1999 (the "Credit
Agreement"); and
WHEREAS, a Default exists under Section 6.33 (the
"Subject Default"), and Borrower has requested that the Lenders
and the Agent waive the Subject Default and, in addition, that
for purposes of Section 6.32 the Borrowing Base be increased by
$4,000,000; and
WHEREAS, the Borrower, the Lenders and the Agent have
agreed to the foregoing 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. AMENDMENTS TO CREDIT AGREEMENT.
2.1 Section 6.1 of the Credit Agreement is hereby
amended to add at the end thereof the following:
"(n) Not later than Friday of each calendar week,
commencing September 10, 1999, a cash flow forecast for the
following week in form and detail satisfactory to the Agent."
2.2 Section 6.32 of the Credit Agreement is hereby
amended by restating the same in full as follows:
"6.32 Borrowing Base. On and after delivery of the
first borrowing base certificate required by Section
6.1(m), the Borrower will not cause or permit the
aggregate outstanding principal balance of the Loans plus
the aggregate outstanding amount of all Facility Letter
of Credit Obligations at any time to exceed an amount
equal to the sum of (i) the Borrowing Base as in effect
at the end of the calendar month for which the most
recent such certificate has been delivered to the Lenders
pursuant to Section 6.1(m), plus (ii) for the period on
or before December 31, 1999, $4,000,000."
2.3 Section 6.33 of the Credit Agreement is hereby
amended by restating the same in full as follows:
"6.33 ADDITIONAL COLLATERAL. As soon as practicable
and in any event not later than September 30, 1999, the
Borrower shall have (i) pledged to the Agent, for the
benefit of the Agent and Lenders, a first and prior lien
and security interest in all right, title and interest of
the Borrower in and to all real property owned by it,
including, without limitation, its facilities located in
Licking, Missouri; Dolgeville, New York; Tullahoma,
Tennessee; and Springfield, Missouri, all in form and
substance satisfactory to Agent, (ii) caused Rawlings
Canada, Incorporated to guaranty the Obligations and to
secure such guaranty granted (y) to the Agent, for the
benefit of the Agent and Lenders, a first and prior
mortgage and security interest in all real and personal
property of Rawlings Canada, Incorporated located in the
Province of Ontario and (z) to a financial institution
acceptable to Agent, as trustee for the benefit of the
Agent and the Lenders a first and prior moveable and
immovable hypothec in all moveable and immovable property
of Rawlings Canada, Incorporated located in the Province
of Quebec, including, without limitation, its facilities
in Daveluyville, Quebec, and (iii) in connection with the
foregoing, delivered to the Agent such additional
documents, instruments and agreements, including
certified directors resolutions, title commitment reports
for the Borrower's U.S. real property and title opinions
and certificates of location for Rawlings Canada's real
property, surveys and counsel opinions, requested by
Agent and as are customary in connection with obtaining
and maintaining such security in all such property and in
form and substance satisfactory to Agent, provided that
after September 30, 1999, upon not less than 20 Business
Days written request by Agent, Borrower shall deliver
title insurance policies in form and substance
satisfactory to Agent and at Borrower's expense insuring
Agent's and Lenders' mortgage lien on Borrower's real
property in the U.S."
2.4 Borrower acknowledges and agrees that,
notwithstanding any other term or condition of the Credit
Agreement or other Loan Documents to the contrary, each
Eurodollar Advance and Floating Rate Advance shall bear interest
at a rate per annum equal to the rate otherwise applicable plus
(i) until the Agent is satisfied that the Borrower has met all of
the requirements of Section 6.33, two and a half percent (2 1/2%)
per annum, and (ii) thereafter to and including December 31,
1999, one percent (1%) per annum. The Loan Documents shall be
deemed so amended by this paragraph 2.3.
3. WAIVER. Upon the effectiveness of this Amendment
Agreement, the Agent and the Lenders hereby waive the Subject
Default. Such waiver shall extend solely to the Subject Default
and shall not be deemed a waiver of any subsequent breach of
Section 6.33.
4. REPRESENTATIONS AND WARRANTIES OF THE BORROWER.
4.1 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).
4.2 The Borrower hereby certifies that, after giving
effect to this Amendment Agreement, 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, and no
Default or Unmatured Default exists and is continuing.
5. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT.
5.1 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.
5.2 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.
5.3 Except as expressly set forth herein, 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.
6. 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.
7. 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.
8. EXECUTION IN COUNTERPARTS; EFFECTIVENESS. 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 Borrower shall have delivered
to Agent, in form and substance satisfactory to Agent:
(a) counterparts of this Amendment Agreement duly
executed by the Borrower and the Lenders;
(b) a certificate of its chief financial officer stating
that, after giving effect to the Amendment Agreement, no
Default or Unmatured Default exists;
(c) a written opinion of counsel to Borrower regarding
the Amendment Agreement; and
(d) the Borrower shall have paid all legal fees and
expenses of the Agent invoiced to Borrower.
9. 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: /s/ Rexford K. Peterson
Title: Chief Financial Officer
THE FIRST NATIONAL BANK OF
CHICAGO, Individually and as
Agent
By: /s/ Nathan Bloch
Title: First Vice President
THE BANK OF NEW YORK
By: /s/ David G. Shedd
Title: Vice President
COMERICA BANK
By: /s/ Jane B. Haffner
Title: First Vice President
MERCANTILE BANK NATIONAL
ASSOCIATION
By: /s/ Edward __________
Title: Vice President
BANK OF AMERICA, N.A.
(f/k/a Bank of America National
Trust and Savings Association,
successor by merger to Bank of
America, N.A., f/k/a
NationsBank, N.A.)
By: Keith M. Schroeder
Title: /s/ Senior Vice President