AMENDMENT NO. 9 TO CREDIT AGREEMENT
AMENDMENT NO. 9 TO CREDIT AGREEMENT (this "Amendment"), dated
as of November 14, 2002 among RAWLINGS SPORTING GOODS COMPANY, INC., a Delaware
corporation ("Borrower"), the other Credit Parties signatory to the hereinafter
defined Credit Agreement; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation (in its individual capacity, "GE Capital"), for itself, as Lender,
and as Agent for Lenders ("Agent"), and the other Lenders signatory to the
hereinafter defined Credit Agreement.
W I T N E S S E T H :
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WHEREAS, the Borrower, the other Credit Parties, the Agent and
the Lenders are party to that certain Credit Agreement, dated as of December 28,
1999 (as amended, restated, supplemented or otherwise modified from time to
time, the "Credit Agreement");
WHEREAS, on and subject to the terms and conditions hereof,
Borrower and the other Credit Parties have requested that Agent and Lenders, and
Agent and Lenders are willing to, amend certain provisions of the Credit
Agreement to temporarily increase the amount of permitted overadvance, as set
forth herein;
WHEREAS, this Amendment shall constitute a Loan Document and
these Recitals shall be construed as part of this Amendment; capitalized terms
used herein without definition are so used as defined in Annex A to the Credit
Agreement.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein, the parties hereto hereby agree as follows:
1. Amendment. The definition of "Borrowing Base" contained in
Annex A to the Credit Agreement is amended by inserting the following text at
the end of clause (c) of such definition:
"Notwithstanding the foregoing, during the period from
November 14, 2002 through January 10, 2003, the permitted overadvance
amount pursuant to this clause (c) shall be $5,000,000."
2. Representations and Warranties of Credit Parties. In order
to induce Agent and Lenders to enter into this Amendment, each Credit Party
hereby jointly and severally represents and warrants to Agent and Lenders that:
(a) Representations and Warranties. After giving effect to
this Amendment, no representation or warranty of any Credit Party contained in
the Credit Agreement or any of the other Loan Documents, including this
Amendment, shall be untrue or incorrect in any material respect as of the date
hereof, except to the extent that such representation or warranty expressly
relates to an earlier date.
(b) Authorization, etc. Each Credit Party has the power and
authority to execute, deliver and perform this Amendment. Each Credit Party has
taken all necessary action (including, without limitation, obtaining approval of
its stockholders, if necessary) to authorize its execution, delivery and
performance of this Amendment. No consent, approval or authorization of, or
declaration or filing with, any Governmental Authority, and no consent of any
other Person, is required in connection with any Credit Party's execution,
delivery and performance of this Amendment, except for those already duly
obtained. This Amendment has been duly executed and delivered by each Credit
Party and constitutes the legal, valid and binding obligation of each Credit
Party, enforceable against it in accordance with its terms. No Credit Party's
execution, delivery or performance of this Amendment conflicts with, or
constitutes a violation or breach of, or constitutes a default under, or results
in the creation or imposition of any Lien upon the property of any Credit Party
by reason of the terms of (i) any contract, mortgage, lease, agreement,
indenture or instrument to which any Credit Party is a party or which is binding
upon it, (ii) any law or regulation or order or decree of any court applicable
to any Credit Party, or (iii) the certificate or articles of incorporation or
by-laws of any Credit Party.
(c) No Default. No Default or Event of Default has occurred or
is continuing, or would result after giving effect hereto.
3. Conditions to Effectiveness. The effectiveness of this
Amendment is expressly conditioned upon the satisfaction of each condition set
forth in this Section 3 on or prior to the date hereof:
(a) Documentation. Borrower shall have delivered to Agent (on
behalf of itself and Lenders) duly executed originals of this Amendment and any
other agreements, certificates, opinions, and other documents as Agent may
reasonably request to accomplish the purposes of this Amendment.
(b) Fees, Costs and Expenses. Agent shall have received (at
Agent's option, by payment or as a charge against the Revolving Loan)
reimbursement of the amounts payable by Agent to its legal counsel for the
reasonable legal fees of such counsel, and the costs and expenses incurred by
such counsel, in respect of the preparation and negotiation of this Amendment
and the other documents executed in connection herewith.
(c) No Default. No Default or Event of Default shall have
occurred and be continuing, or would result after giving effect hereto.
4. Reference to and Effect on Loan Documents.
(a) Ratification. The Credit Agreement and the other Loan
Documents shall remain in full force and effect and each Credit Party hereby
ratifies and confirms each such Loan Document.
(b) No Waiver. The execution, delivery and effectiveness of
this Amendment shall not operate as a waiver or forbearance of any right, power
or remedy of Agent or any
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Lender under the Credit Agreement or any of the other Loan Documents, or
constitute a consent, waiver or modification with respect to any provision of
the Credit Agreement or any of the other Loan Documents. Upon the effectiveness
of this Amendment each reference in (a) the Credit Agreement to "this
Agreement," "hereunder," "hereof," or words of similar import and (b) any other
Loan Document to "the Agreement" shall, in each case and except as otherwise
specifically stated therein, mean and be a reference to the Credit Agreement as
amended hereby.
5. Miscellaneous.
(a) Successors and Assigns. This Amendment shall be binding on
and shall inure to the benefit of the Credit Parties, Agent and Lenders and
their respective successors and assigns, except as otherwise provided herein. No
Credit Party may assign, transfer, hypothecate or otherwise convey its rights,
benefits, obligations or duties hereunder without the prior express written
consent of Agent and Lenders. The terms and provisions of this Amendment are for
the purpose of defining the relative rights and obligations of the Credit
Parties, Agent and Lenders with respect to the transactions contemplated hereby
and there shall be no third party beneficiaries of any of the terms and
provisions of this Amendment.
(b) Entire Agreement. This Amendment, including all schedules
and other documents attached hereto or incorporated by reference herein or
delivered in connection herewith, constitutes the entire agreement of the
parties with respect to the subject matter hereof and supersedes all other
understandings, oral or written, with respect to the subject matter hereof.
(c) Fees and Expenses. As provided in Section 11.3 of the
Credit Agreement, Borrower agrees to pay on demand all fees, costs and expenses
incurred by Agent in connection with the preparation, execution and delivery of
this Amendment.
(d) Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
(e) Severability. Wherever possible, each provision of this
Amendment shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Amendment shall be prohibited
by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Amendment.
(f) Conflict of Terms. Except as otherwise provided in this
Amendment, if any provision contained in this Amendment is in conflict with, or
inconsistent with, any provision in any of the other Loan Documents, the
provision contained in this Amendment shall govern and control.
(g) Counterparts. This Amendment may be executed in any number
of separate counterparts, each of which shall collectively and separately
constitute one agreement. Delivery of an executed signature page to this
Amendment by telecopy or other electronic
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transmission shall be effective as delivery of a manually executed signature
page to this Amendment.
(h) Incorporation of Credit Agreement. The provisions
contained in Sections 11.9 and 11.13 of the Credit Agreement are incorporated
herein by reference to the same extent as if reproduced herein in their
entirety, except with reference to this Amendment rather than the Credit
Agreement.
(i) Acknowledgment. Each Credit Party hereby acknowledges its
status as a Credit Party and affirms its obligations under the Credit Agreement
and represents and warrants that there are no liabilities, claims, suits, debts,
liens, losses, causes of action, demands, rights, damages or costs, or expenses
of any kind, character or nature whatsoever, known or unknown, fixed or
contingent (collectively, the "Claims"), which any Credit Party may have or
claim to have against Agent or any Lender, or any of their respective
affiliates, agents, employees, officers, directors, representatives, attorneys,
successors and assigns (collectively, the "Lender Released Parties"), which
might arise out of or be connected with any act of commission or omission of the
Lender Released Parties existing or occurring on or prior to the date of this
Amendment, including, without limitation, any Claims arising with respect to the
Obligations or any Loan Documents. In furtherance of the foregoing, each Credit
Party hereby releases, acquits and forever discharges the Lender Released
Parties from any and all Claims that any Credit Party may have or claim to have,
relating to or arising out of or in connection with the Obligations or any Loan
Documents or any other agreement or transaction contemplated thereby or any
action taken in connection therewith from the beginning of time up to and
including the date of the execution and delivery of this Amendment. Each Credit
Party further agrees forever to refrain from commencing, instituting or
prosecuting any lawsuit, action or other proceeding against any Lender Released
Parties with respect to any and all Claims.
[signature pages follow]
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IN WITNESS WHEREOF, this Amendment No. 9 has been duly executed and delivered as
of the day and year first above written.
RAWLINGS SPORTING GOODS COMPANY, INC.
By:
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Title:
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RAWLINGS CANADA, INCORPORATED
By:
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Title:
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RAWLINGS DE COSTA RICA, S.A.
By:
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Title:
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GENERAL ELECTRIC CAPITAL CORPORATION,
as Agent and Lender
By:
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Title: Duly Authorized Signatory
LASALLE BANK NATIONAL ASSOCIATION,
as Lender
By:
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Title:
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