EXHIBIT 10.2
AMENDMENT NO. 9 TO LOAN DOCUMENTS AND WAIVER
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As of June 17, 1999
Foothill Capital Corporation
11111 Santa Monica Boulevard
Suite 1500
Los Angeles, California 90025
Ladies and Gentlemen:
Foothill Capital Corporation ("Foothill") and KPR Sports International,
Inc. ("KPR") and RYKA INC. ("RYKA"; and together with KPR, individually,
"Borrower" and collectively, "Borrowers") have entered into certain financing
arrangements pursuant to the Amended and Restated Loan and Security Agreement
dated as of December 15, 1997 by and among Foothill and Borrowers, as amended by
Consent, Amendment No. 1 to Loan Documents and Subordination Agreement, dated as
of January 28, 1998, Amendment No. 1 to Amended and Restated Loan and Security
Agreement, dated as of February 20, 1998, Consent, Amendment No. 2 to Loan
Documents and Waiver as to Certain Events of Default, dated March 25, 1998,
Consent and Amendment No. 3 to Loan Documents, dated as of May 12, 1998,
Amendment No. 4 to Loan Documents and Waiver, executed on or about July 21,
1998, Amendment No. 5 to Loan Documents, dated December 3, 1998, Consent and
Amendment No. 6 to Loan Documents, dated January 29, 1999, Consent and Amendment
No. 7 to Loan Documents, dated March 19, 1999 and Amendment No. 8 to Loan
Documents, Consent and Waiver dated June 10, 1998 (as so amended, the "Loan
Agreement") and all other Loan Documents at any time executed and/or delivered
in connection therewith. All capitalized terms used herein shall have the
meaning assigned thereto in the Loan Agreement, unless otherwise defined herein.
Borrowers have requested that Foothill (a) amend certain provisions
relating to the issuance of Letters of Credit for the account of Ryka, for a
limited period of time, and (b) amend certain other provisions of the Loan
Agreement, and Foothill is willing to agree to the foregoing, on and subject to
the terms and conditions contained in this Amendment.
In consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the parties hereto, the parties hereto hereby agree as follows:
1. Temporary Increase in Ryka Letters of Credit Sublimit. Section
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2.2(a)(ii)(y)(B) is hereby deleted in its entirety and the following is hereby
substituted therefor:
"(B) (x) during the period from the date of this
Agreement through and including June 16, 1999,
$3,000,000, (y) during the period from and after June
17, 1999 through and including August 31, 1999,
$4,000,000, and (z) at all times from and after
September 1, 1999, $3,000,000 ."
2. Amendments to Schedules. Borrowers have established additional
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locations at which they from time to time store Inventory pursuant to warehouse
arrangements with each of (a) Faro Services, Inc., Whittier, California (b)
Jam'n Warehouse, Renton, Washington and (c) TCB Warehouse, Merrimack, New
Hampshire (collectively, the "New Warehouse Locations"). In connection with the
establishment of the New Warehouse Locations:
(i) Amendment of Schedule E. Schedule E-1 to the Loan Agreement is hereby
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deleted in its entirety and "Schedule E-1" attached hereto is hereby substituted
therefor; and
(ii) Amendment of Schedule 6.12. Schedule 6.12 to the Loan Agreement is
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hereby deleted in its entirety and "Schedule 6.12" attached hereto is hereby
substituted therefor.
3. Representations, Warranties and Covenants. In addition to the
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continuing representations, warranties and covenants heretofore or hereafter
made by Borrowers to Foothill pursuant to the Loan Agreement and the other Loan
Documents, each Borrower hereby represents, warrants and covenants with and to
Foothill as follows (which representations, warranties and covenants are
continuing and shall survive the execution and delivery hereof and shall be
incorporated into and made a part of the Financing Agreements):
(a) No Event of Default exists on the date of this Amendment (after giving
effect to the amendments to the Loan Agreement); and
(b) This Amendment has been duly executed and delivered by each Borrower
and each Guarantor and is in full force and effect as of the date hereof, and
the agreements and obligations of Borrowers contained herein constitute their
legal, valid and binding obligations enforceable against them in accordance with
their respective terms.
4. Conditions Precedent. The effectiveness of the amendments contained
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herein shall be subject to the following:
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(a) the receipt by Foothill of an original of this Amendment, duly
authorized, executed and delivered by each Borrower and each Guarantor; and
(b) no Event of Default shall have occurred and be continuing and no event
shall have occurred or condition be existing and continuing which, with notice
or passage of time or both, would constitute an Event of Default.
5. Effect of this Amendment. Except as modified pursuant hereto, no
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other changes or modifications to the Loan Agreement and the other Loan
Documents are intended or implied and in all other respects the Loan Agreement
and the other Loan Documents are hereby specifically ratified, restated and
confirmed by all parties hereto as of the effective date hereof. To the extent
of any conflict between the terms of this Amendment and any of the Loan
Documents, the terms of this Amendment shall control. The Loan Agreement, the
other Loan Documents amended hereby and this Amendment shall be read and be
construed as one agreement.
6. Further Assurances. The parties hereto shall execute and/or deliver
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such additional documents and take such additional actions as may be necessary
or desirable to effectuate the provisions and purposes of this Amendment,
including, without limitation, a Warehouse Notification and Acknowledgment of
Security Interest executed by each respective owner of the New Warehouse
Locations, in form and substance satisfactory to Foothill.
7. Governing Law. The validity, interpretation and enforcement of this
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Amendment and any dispute arising out of the relationship between the parties
hereto, whether in contract, tort, equity or otherwise, shall be governed by the
internal laws of the State of New York (without giving effect to principles of
conflicts of law).
8. Binding Effect. This Amendment shall be binding upon and inure to the
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benefit of each of the parties hereto and their respective successors and
assigns.
9. Counterparts. This Amendment may be executed in any number of
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counterparts, but all of such counterparts when executed shall together
constitute but one and the same agreement. In making proof of this Amendment,
it shall not be necessary to
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produce or account for more than one counterpart thereof signed by each of the
parties hereto.
Very truly yours,
KPR SPORTS INTERNATIONAL, INC.
By: /s/ Steven A. Wolf
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Title: VP & CFO
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RYKA, INC.
By: /s/ Steven A. Wolf
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Title: VP & CFO
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AGREED:
FOOTHILL CAPITAL CORPORATION
By: Erik R. Sawyer
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Title: VP
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ACKNOWLEDGED AND CONSENTED
TO IN ALL RESPECTS:
GLOBAL SPORTS, INC.
By: /s/ Steven A. Wolf
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Title: VP & CFO
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APEX SPORTS INTERNATIONAL, INC.
By: /s/ Steven A. Wolf
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Title: VP & CFO
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[SIGNATURES CONTINUED ON NEXT PAGE]
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[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
GLOBAL SPORTS INTERACTIVE, INC.
By: /s/ Steven A. Wolf
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Title: VP & CFO
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MR MANAGEMENT, INC.
By: /s/ Michael G. Rubin
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Title: CEO
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/s/ Michael G. Rubin
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MICHAEL RUBIN
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SCHEDULE 6.12
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1. KPR SPORTS INTERNATIONAL, INC.
555 South Henderson Road
King of Prussia, PA 19406
RYKA INC.
555 South Henderson Road
King of Prussia, PA 19406
2. COURIER SYSTEMS
45 Rosenhayn Avenue
Bridgeton, NJ 08302
(609) 455-3600
Contact: Tori Morris
3. TCB WAREHOUSE
33 Elm Street
Merrimack, NH 03054
(603) 424-1809
Contact: Paul Lusky
4. FARO SERVICES, INC.
8190 Byron Road
Whittier, CA 90606
(562) 945-0054
Contact: Toby Booth
5. UNIVERSAL WAREHOUSE
2850 East Del Amo Blvd.
Long Beach, CA 90810
(310) 631-0800
(310) 632-9325
Contact: Virginia Watson
6. JAM'N WAREHOUSE
2501 East Valley Road
Renton, WA 98055
(425) 254-2500
Contact: Ted
7. JAM'N CALIFORNIA
7301 Telegraph Road
Unit B
Montibello, CA 90640-6513
(323) 838-6709
Contact: Brian Rock
SCHEDULE E.1
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1. KPR SPORTS INTERNATIONAL, INC.
555 South Henderson Road
King of Prussia, PA 19406
RYKA INC.
555 South Henderson Road
King of Prussia, PA 19406
2. COURIER SYSTEMS
45 Rosenhayn Avenue
Bridgeton, NJ 08302
(609) 455-3600
Contact: Tori Morris
3. TCB WAREHOUSE
33 Elm Street
Merrimack, NH 03054
(603) 424-1809
Contact: Paul Lusky
4. FARO SERVICES, INC.
8190 Byron Road
Whittier, CA 90606
(562) 945-0054
Contact: Toby Booth
5. UNIVERSAL WAREHOUSE
2850 East Del Amo Blvd.
Long beach, CA 90810
(310) 631-0800
(310) 632-9325
Contact: Virginia Watson
6. JAM'N WAREHOUSE
2501 East Valley Road
Renton, WA 98055
(425) 254-2500
Contact: Ted
7. JAM'N CALIFORNIA
7301 Telegraph Road
Unit B
Montibello, CA 90640-6513
(323) 838-6709
Contact: Brian Rock