EXHIBIT 10.8
SIXTH AMENDMENT TO CREDIT AGREEMENT
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THIS SIXTH AMENDMENT to Credit Agreement (the "Amendment") is made as of
this 14th day of March, 1997, by and among Converse Inc. ("Borrower"), BT
Commercial Corporation, as Agent in such capacity, ("Agent"), BT Commercial
Corporation (in its capacity as lender, "BTCC"), The Bank of New York Commercial
Corporation ("Bank of New York"), Fleet National Bank, formerly known as Fleet
National Bank of Connecticut, successor by merger to Fleet Bank of
Massachusetts, N.A. ("Fleet"), Harris Trust and Savings Bank ("Harris"), Heller
Financial, Inc. ("Heller"), LaSalle National Bank ("LaSalle"), Nationsbank of
Texas, N.A. ("Nationsbank"), Sanwa Business Credit Corporation ("Sanwa"), Fleet
Capital Corporation ("Fleet Capital"), and First Source Financial LLP ("First
Source"), (BTCC, Bank of New York, Fleet, Harris, Heller, LaSalle, Nationsbank,
Sanwa, Fleet Capital and First Source, herein collectively referred to as
"Lenders").
W I T N E S S E T H:
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WHEREAS, Borrower, Agent and Lenders are parties to that certain Credit
Agreement dated as of November 17, 1994, as amended by that certain First
Amendment to Credit Agreement dated as of May 18, 1995, that certain Second
Amendment to Credit Agreement dated as of November 13, 1995, that certain Third
Amendment to Credit Agreement dated as of February 29, 1996, that certain Fourth
Amendment to Credit Agreement dated as of August 30, 1996, and that certain
Fifth Amendment to Credit Agreement dated November 30, 1996 (collectively, the
"Credit Agreement"); and
WHEREAS, Borrower has requested that Agent and Lenders provide for certain
amendments to 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 of which is hereby
acknowledged, and subject to the terms and conditions hereof, the parties hereto
agree as follows:
SECTION 1. DEFINITIONS. Unless otherwise defined herein, all
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capitalized terms shall have the meaning given to them in the Credit Agreement.
SECTION 2. WAIVER REGARDING MINIMUM EBITDA. The Agent and the Lenders
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hereby waive Borrower's failure to comply with the provisions of Section 7.20 of
the Credit Agreement for the fiscal quarter ending December 31, 1996. Such
waiver is limited to the specific provisions of Section 7.20 for such period and
is not a waiver with respect to any future failure by the Borrower to comply
with Section 7.20 or with any other provision of the Credit Agreement generally.
SECTION 3. AMENDMENTS TO CREDIT AGREEMENT.
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3.1 The defined term "BORROWING BASE", which appears in Section 1.1 of
the Credit Agreement is hereby amended by deleting subsection (E)
thereof and inserting the following in lieu thereof:
"(E) so long as (i) no Event of Default has occurred and is
continuing, and (ii) the Support Letter of Credit remains
outstanding or a draw has been made thereunder, $15,000,000
during the period commencing March 31, 1997 and ending October
15, 1997."
3.2 Section 7.7 of the Credit Agreement is hereby deleted in its
entirety and the following is inserted in lieu thereof:
"7.7 Interest Coverage Ratio. Borrower shall not permit the
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ratio of EBITDA to Consolidated Interest Expense, to be less
than (A) 1.5 to 1 for the three month period ending March 31,
1997; (B) 1.5 to 1 for the six month period ending June 30,
1997; (C) 1.5 to 1 for the nine month period ending September
30, 1997; (D) 1.5 to 1 for the twelve month period ending
December 31, 1997; and (E) 1.5 to 1 for the twelve month
period ending with each fiscal quarter of Borrower thereafter
during the term hereof."
3.3 That portion of Annex I to the Credit Agreement setting forth the
Revolving Credit Commitment of each Lender is hereby deleted, and
the portion of Annex I attached hereto as Exhibit A is inserted in
lieu thereof.
SECTION 4. CONDITIONS PRECEDENT. The effectiveness of the waiver and
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amendments herein contained is subject to the satisfaction of each of the
following conditions precedent:
(i) Agent shall have received the opinion of Jack Green, Esq.,
General Counsel of Borrower, addressed to Agent and Lenders,
in such form and substance satisfactory to Agent;
(ii) Agent shall have received a Certificate of the Secretary or
Assistant Secretary of Borrower certifying (A) that attached
thereto is a true and complete copy of resolutions duly
adopted by the Board of Directors of Borrower authorizing the
execution, delivery and performance of this Amendment, and
such other documents and instruments executed by such
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party pursuant hereto or in connection herewith, and that such
resolutions have not been modified, rescinded or amended and
are in full force and effect, and (B) as to the incumbency and
specimen signature of each officer executing this Amendment,
and any and all other documents delivered in connection
herewith on behalf of Borrower;
(iii) Borrower shall have paid to Agent, for the benefit of Lenders,
an Amendment fee in the amount of $75,000;
(iv) Agent shall have received counterparts of this Amendment and
such other documents or instruments contemplated required
hereby, which, when taken together, bear the signatures of all
of the parties hereto and thereto;
(v) Apollo Investment Fund, L.P., a Delaware limited partnership
("Apollo") shall have acknowledged and agreed to the terms and
conditions of this Amendment, and shall restate and reaffirm
the terms and conditions of that certain Amended and Restated
Participation Purchase Agreement dated as of March 14, 1997,
made by Apollo in favor of Agent for the benefit of the
Lenders; and
(vi) Agent shall have received such other documents as Agent may
reasonably request.
SECTION 5. REAFFIRMATION BY BORROWER. Borrower hereby represents and
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warrants to Agent and Lenders 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 Lenders have granted their consent; (ii)
Borrower is on the date 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 6. FULL FORCE AND EFFECT. Except as herein amended, the Credit
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Agreement and all other Credit Documents shall remain in full force and effect.
SECTION 7. COUNTERPARTS. This Amendment may be executed in two or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same document.
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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/ Wayne D. Hillock
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Name: Wayne D. Hillock
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Title: Senior Vice President
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LENDERS:
BT COMMERCIAL CORPORATION
By: /s/ Wayne D. Hillock
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Name: Wayne D. Hillock
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Title: Senior Vice President
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THE BANK OF NEW YORK
COMMERCIAL CORPORATION
By: /s/ Anthony Viola
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Name: Anthony Viola
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Title: Vice President
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FLEET NATIONAL BANK
By: /s/ Michael F. O'Neill
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Name: Michael F. O'Neill
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Title: Vice President
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HARRIS TRUST AND SAVINGS BANK
By: /s/ David R. Caster
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Name: David R. Caster
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Title: Senior Vice President
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HELLER FINANCIAL, INC.
By: /s/ Linda Grant
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Name: Linda Grant
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Title: Asst. Vice President
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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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NATIONSBANK OF TEXAS, N.A.
By: /s/ J. Bart Reardon
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Name: J. Bart Reardon
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Title: Vice President
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SANWA BUSINESS CREDIT
CORPORATION
By: /s/ John Thacker
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Name: John Thacker
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Title: Vice President
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FLEET CAPITAL CORPORATION
By: /s/ J. Edmondson
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Name: J. Edmondson
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Title: Senior Vice President
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FIRST SOURCE FINANCIAL LLP
By: First Source Financial, Inc.,
its Manager
By: /s/ Gary L. Francis
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Name: Gary L. Francis
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Title: Senior Vice President
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ACKNOWLEDGEMENT AND REAFFIRMATION
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The undersigned, Apollo Investment Fund, L.P., a Delaware limited
partnership, ("Apollo") hereby acknowledges and agrees to the terms and
conditions of the foregoing Amendment, and hereby restates and reaffirms the
terms and conditions of that certain Amended and Restated Participation Purchase
Agreement dated as of March 14, 1997, made by Apollo in favor of Agent for the
benefit of Lenders.
APOLLO INVESTMENT FUND, L.P.
By: Apollo Advisors, L.P., as
managing partner and on behalf
of Apollo Investment Fund, L.P.
By: Apollo Capital Management, Inc.,
Its: General Partner
By: /s/ Joshua Harris
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Its: Vice President
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EXHIBIT A
ANNEX I
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EFFECTIVE AS OF MARCH 31, 1997
LENDERS AND COMMITMENT AMOUNT
REVOLVING
NAME OF LENDER CREDIT COMMITMENT
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BT Commercial Corporation $13,593,750
The Bank of New York Commercial Corporation $18,750,000
Fleet Bank of Massachusetts, N.A. $11,250,000
Harris Trust and Savings Bank $12,656,250
Heller Financial, Inc. $18,750,000
LaSalle National Bank $11,250,000
NationsBank of Texas, N.A. $18,750,000
Sanwa Business Credit Corporation $15,000,000
Fleet Capital Corporation $11,250,000
First Source Financial LLP $18,750,000
TOTAL: $150,000,000