EXHIBIT 10.4
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
This First Amendment to Loan and Security Agreement (the "First
Amendment") is made as of the 17th day of November, 1999 by and between
BankBoston Retail Finance Inc. (in such capacity, the
"Agent"), as Agent for the Lenders party to a certain Loan and
Security Agreement dated as of April 13, 1999,
the Lenders party thereto, and
and
Each of the following corporations (collectively, and each
individually, the "BORROWER"), each of which has its principal
executive offices at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇:
The Sports Authority, Inc. (A Delaware corporation)
The Sports Authority Florida, Inc. (A Florida corporation)
The Sports Authority Michigan, Inc. (A Michigan corporation)
Authority International, Inc. (A Delaware corporation)
and
The Sports Authority, Inc., a Delaware corporation with its
principal executive offices at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ in the additional capacity as the
"LEAD BORROWER"
and
The Sports Authority, Inc., a Delaware corporation with its
principal executive offices at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ in the additional capacity as the
"PARENT"
in consideration of the mutual covenants herein contained and benefits to be
derived herefrom.
W I T N E S S E T H:
WHEREAS, on April 13, 1999, the Agent, the Lenders and the Borrowers
entered in a certain Loan and Security Agreement (the "Agreement"); and
WHEREAS, the Lead Borrower has requested that the Agent and the Lenders
agree to amend the Agreement to permit the Borrowers to increase the amount of
Permitted Repurchases which the Borrowers are permitted to make under the
Agreement; and
WHEREAS, subsequent to the date of the Agreement OSR, Inc. (A Delaware
corporation), was merged into the Parent: and
WHEREAS, the Agent, the Lenders, and the Borrowers desire to modify
certain of the provisions of the Agreement as set forth herein.
NOW, THEREFORE, it is hereby agreed among the Agent, the Lenders and
the Borrowers as follows:
1. CAPITALIZED TERMS. All capitalized terms used herein and not
otherwise defined shall have the same meaning herein as in the
Agreement.
2. AMENDMENT TO ARTICLE 4. The provisions of Section 4-20(b)(ii)
of the Agreement are hereby amended to read as follows:
(ii) Immediately after having made the subject
repurchase, the aggregate of such repurchases during
the then current calendar year shall not exceed the
aggregate of $30 Million plus a carry forward for the
unused portion of such $30 Million per calendar year
(not to exceed in the aggregate $90 Million)
(commencing with calendar year 1999 (e.g.. the
maximum of repurchases for calendar year 1999 shall
be $30 Million and the maximum repurchases for
calendar year 2000 shall be (x) $30 Million plus (y)
$30 Million MINUS repurchases during calendar year
1999).
3. RATIFICATION OF LOAN DOCUMENTS. Except as provided herein, all
terms and conditions of the Agreement on the other Loan
Documents remain in full force and effect.
4. MISCELLANEOUS.
(a) This First Amendment may be executed in several
counterparts and by each party on a separate counterpart, each
of which when so executed and delivered shall be an original,
and all of which together shall constitute one instrument.
(b) This First Amendment expresses the entire
understanding of the parties with respect to the transactions
contemplated hereby. No prior negotiations or discussions
shall limit, modify, or otherwise affect the provisions
hereof.
(c) Any determination that any provision of this
First Amendment or any application hereof is invalid, illegal
or unenforceable in any respect and in any instance shall not
affect the validity, legality, or enforceability of such
provision in any other instance, or the validity, legality or
enforceability of any other provisions of this First
Amendment.
(d) The Borrower shall pay on demand all costs and
expenses of the Agent and each Lender, including, without
limitation, reasonable attorneys' fees in connection with the
preparation, negotiation, execution and delivery of this First
Amendment.
IN WITNESS WHEREOF, the parties have hereunto caused this First
Amendment to be executed and their seals to be hereto affixed as of the date
first above written.
The "BORROWERS":
The "LEAD BORROWER":
The "PARENT":
THE SPORTS AUTHORITY, INC.
By_________________________________
Print Name:________________________________
Title:________________________________
THE SPORTS AUTHORITY FLORIDA, INC.
By_________________________________
Print Name:________________________________
Title:________________________________
THE SPORTS AUTHORITY MICHIGAN, INC.
By_________________________________
Print Name:________________________________
Title:________________________________
AUTHORITY INTERNATIONAL, INC.
By_________________________________
Print Name:________________________________
Title:________________________________
The "AGENT":
BANKBOSTON RETAIL FINANCE INC.
By_________________________________
Print Name:________________________________
Title:________________________________
The "LENDERS":
BANKBOSTON RETAIL FINANCE INC.
By_________________________________
Print Name:________________________________
Title:________________________________
FOOTHILL CAPITAL CORPORATION
By_________________________________
Print Name:________________________________
Title:________________________________
GENERAL ELECTRIC CAPITAL CORPORATION
By_________________________________
Print Name:________________________________
Title:________________________________
▇▇▇▇▇▇ FINANCIAL, INC.
By_________________________________
Print Name:________________________________
Title:________________________________
NATIONS BANK, N.A.
By_________________________________
Print Name:________________________________
Title:________________________________
CITIZENS BUSINESS CREDIT, A DIVISION OF
CITIZENS LEASING CORPORATION
By_________________________________
Print Name:________________________________
Title:________________________________
FLEET CAPITAL CORPORATION
By_________________________________
Print Name:________________________________
Title:________________________________
LASALLE BUSINESS CREDIT, INC.
By_________________________________
Print Name:________________________________
Title:________________________________
DEUTSCHE FINANCIAL SERVICES CORPORATION
By_________________________________
Print Name:________________________________
Title:________________________________
MELLON BANK, N.A.
By_________________________________
Print Name:________________________________
Title:________________________________
UNION BANK OF CALIFORNIA, N.A.
By_________________________________
Print Name:________________________________
Title:________________________________
