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EXHIBIT 10.45
AMENDMENT NO. 6 TO THE
CREDIT AGREEMENT
Dated as of April 24, 2001
AMENDMENT NO. 6 TO THE CREDIT AGREEMENT (this "Amendment") among Iron Age
Corporation, a Delaware corporation (the "Borrower"), Iron Age Holdings
Corporation, a Delaware corporation (the "Parent Guarantor"), the banks,
financial institutions and other institutional lenders party to the Credit
Agreement referred to below (collectively, the "Lenders") and BNP Paribas
(formerly known as Banque Nationale de Paris), as agent (the "Agent") for the
Lenders, initial issuing bank and swing line bank.
PRELIMINARY STATEMENTS:
(1) The Borrower, the Parent Guarantor, the Lenders and the Agent have
entered into a Credit Agreement dated as of April 24, 1998, a Letter Waiver
thereto dated as of August 28, 1998, an Amendment No. 2 and Waiver dated as of
February 26, 1999, an Amendment No. 3 and Waiver dated as of June 23, 1999, an
Amendment No. 4 and Waiver dated as of March 17, 2000 and an Amendment No. 5
dated as of September 15, 2000 (such Credit Agreement, as so amended, the
"Credit Agreement"). Capitalized terms not otherwise defined in this Amendment
have the same meanings as specified in the Credit Agreement.
(2) The Borrower has requested that the Lenders agree to amend the Credit
Agreement as hereinafter set forth.
(3) The Required Lenders are, on the terms and conditions stated below,
willing to grant the request of the Borrower, and the Borrower and the Required
Lenders have agreed to amend the Credit Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto hereby agree as
follows:
SECTION 1. Amendments to Credit Agreement. The Credit Agreement is, upon
the occurrence of the Amendment No. 6 Effective Date (as hereinafter defined),
hereby amended as follows:
(a) The definition of "Applicable Margin" set forth in Section 1.01 of the
Credit Agreement is hereby amended to replace the chart therein with the
following chart:
Funded Debt to EBITDA Ratio Base Rate Advances Eurodollar Rate
Advances
---------------------------- ------------------- ----------------
Level I
less than 4.50 : 1.00 0.750% 2.250%
Level II
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Funded Debt to EBITDA Ratio Base Rate Advances Eurodollar Rate
Advances
---------------------------- ------------------- ----------------
greater than or equal to 4.50 : 1.00
but less than 5.25 : 1.00 1.000% 2.500%
Level III
greater than or equal to 5.25 : 1.00
but less than 6.00 : 1.00 1.250% 2.750%
Level IV
greater than or equal to 6.00 : 1.00 1.500% 3.000%
(b) The definition of "Conversion Date" set forth in Section 1.01 of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:
""Conversion Date" means April 24, 2001.".
(c) The definition of "EBITDA" set forth in Section 1.01 of the Credit
Agreement is hereby amended to add at the end of clause (a) thereof the
following parenthetical phrase:
"(excluding, however, any income or loss resulting from a
change to the fair market value of any Hedge Agreement)".
(d) The definition of "Fenway Fund" set forth in Section 1.01 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
""Fenway Fund" means collectively Fenway Partners Capital Fund, L.P. and
Fenway Partners Capital Fund II, L.P.".
(e) The definition of "Interest Expense" set forth in Section 1.01 of the
Credit Agreement is hereby amended (i) to delete the word "and" at the end of
clause (iii) of the first parenthetical phrase thereof, and (ii) to add at the
end of clause (iv) of the first parenthetical phrase thereof the following:
", and (v) any amount resulting from a change to the fair market value
of any Hedge Agreement".
(f) Section 5.04(c) is hereby amended and restated in its entirety to read
as follows:
"Interest Coverage Ratio. Maintain an Interest Coverage Ratio for each
Rolling Period set forth below of not less than the amount set forth below for
such Rolling Period:
ROLLING PERIOD ENDING CLOSEST TO RATIO
-------------------------------- -----------
April 30, 2001 1.75 : 1.00
July 31, 2001 1.75 : 1.00
October 31, 2001 1.75 : 1.00
January 31, 2002 1.85 : 1.00
April 30, 2002 2.00 : 1.00
July 31, 2002 2.00 : 1.00
October 31, 2002 2.00 : 1.00
January 31, 2003 2.00 : 1.00
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ROLLING PERIOD ENDING CLOSEST TO RATIO
-------------------------------- -----------
April 30, 2003
and thereafter 1.75 : 1.00".
SECTION 2. Conditions of Effectiveness. Section 1 of this Amendment shall
become effective as of the later of (a) April 24, 2001 and (b) the date on which
each of the following conditions precedent shall have been satisfied (such later
date being the "Amendment No. 6 Effective Date"):
(a) The Agent shall have received (i) counterparts of this Amendment
executed by the Borrower, the Parent Guarantor and the Required Lenders or, as
to any of the Lenders, advice satisfactory to the Agent that such Lender has
executed this Amendment and (ii) the Consent attached hereto executed by each of
the Loan Parties.
(b) The Agent shall have received on or before the Amendment No. 6
Effective Date the following, each dated such date (unless otherwise specified),
in form and substance reasonably satisfactory to the Agent, and in sufficient
copies for each Lender:
(i) Certified copies of (i) the resolutions of the Board of Directors
of (A) the Borrower and the Parent Guarantor approving this Amendment and
the matters contemplated hereby and thereby and (B) each other Loan Party
evidencing approval of the Consent and the matters contemplated hereby and
thereby and (ii) all documents evidencing other necessary corporate action
and governmental approvals, if any, with respect to this Amendment, the
Consent and the matters contemplated hereby and thereby.
(ii) A certificate of the Borrower and the Parent Guarantor, signed on
behalf of the Borrower and the Parent Guarantor, respectively, by its
President or a Vice President and its Secretary or any Assistant Secretary,
dated the Amendment No. 6 Effective Date (the statements made in which
certificate shall be true on and as of the Amendment No. 6 Effective Date),
certifying as to (A) the absence of any amendments to the charter of such
Person since the date of the Secretary of State's certificate referred to
in Section 3.01(k)(iii) of the Credit Agreement, or any steps taken by the
board of directors (or persons performing similar functions) or the
shareholders of such Person to effect or authorize any further amendment,
supplement or other modification thereto; (B) the accuracy and completeness
of the bylaws of such Person as in effect on the date on which the
resolutions of the board of directors (or persons performing similar
functions) of such Person referred to in clause (i) of this Section 2(b)
were adopted and on the Amendment No. 6 Effective Date (a copy of which, if
different from the bylaws of such Person delivered to the Lenders on the
date of the Initial Extension of Credit, shall be attached to such
certificate); (C) the due incorporation and good standing of such Person as
a corporation organized under the laws of the jurisdiction of its
incorporation, and the absence of any proceeding (either pending or
contemplated) for the dissolution, liquidation or other termination of the
existence of such Person or any of its Subsidiaries; (D) the accuracy in
all material respects of the representations and warranties made by such
Person in the Loan Documents to which it is or is to be a party as though
made on and as of the Amendment No. 6 Effective Date as though made on and
as of such date (other than any such representations or warranties that, by
their terms, refer to a specific date other than the Amendment No. 6
Effective Date, in which case as of such specific date); and (E) the
absence of any event occurring and continuing that would constitute a
Default.
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(iii) A certificate of the Secretary or an Assistant Secretary of the
Borrower and each other Loan Party certifying the names and true signatures
of the officers of the Borrower and such other Loan Party authorized to
sign this Amendment and the Consent and the other documents to be delivered
hereunder and thereunder.
(iv) Counterparts of the Consent appended hereto (the "Consent"),
executed by each of the Loan Parties.
(v) A favorable opinion of Ropes & ▇▇▇▇, counsel for the Borrower and
the other Loan Parties, in form and substance reasonably satisfactory to
the Agent.
(vi) Such financial, business and other information regarding the
Borrower and the Parent Guarantor and their respective property, assets and
businesses as the Agent or the Lenders shall have requested.
(c) The representations and warranties contained in each of the Loan
Documents shall be correct in all material respects on and as of the Amendment
No. 6 Effective Date, as though made on and as of such date (other than any such
representations or warranties that, by their terms, refer to a specific date
other than the Amendment No. 6 Effective Date, in which case as of such specific
date).
(d) No event shall have occurred and be continuing that constitutes a
Default.
(e) On the Effective Date, the Borrower shall have paid to the Agent, for
the ratable account of each of the Lenders that has executed and delivered a
counterpart of this Amendment to the Agent prior to 12:00 Noon (New York City
time) on April 18, 2001, an amendment fee of 0.25% on the aggregate Commitments
of such Lender as of the Effective Date, it being understood that no amendment
fee shall be payable by the Borrower for the account of any Lender if this
Amendment has not been approved prior to 12:00 Noon (New York City time) on
April 18, 2001 by the Required Lenders.
(f) All of the accrued fees and expenses of the Agent and the Lenders
(including the accrued fees and expenses of counsel for the Agent) that are then
due and payable shall have been paid in full.
The effectiveness of this Amendment is further conditioned upon the accuracy of
all of the factual matters described herein. This Amendment is subject to the
provisions of Section 9.01 of the Credit Agreement, except that no amendment or
waiver of any provision of this Section 2, nor consent to any departure by the
Parent Guarantor or the Borrower therefrom, shall in any event be effective
unless the same shall be in writing and signed by the Required Lenders.
SECTION 3. Representations and Warranties of the Borrower. The Borrower
represents and warrants as follows:
(a) Each Loan Party is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction indicated in the
recital of parties to this Amendment.
(b) The execution, delivery and performance by the Borrower of this
Amendment and the Loan Documents, as amended hereby, to which it is or is
to be a party, are within the Borrower's corporate powers, have been duly
authorized by all necessary corporate action and do not (i) contravene the
Borrower's charter or by-laws, (ii) violate any law (including, without
limitation, the Securities Exchange Act of 1934, as amended, and the
Racketeer Influenced and Corrupt Organizations Chapter of the Organized
Crime Control Act of 1970), rule or regulation (including, without
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limitation, Regulation X of the Board of Governors of the Federal Reserve
System), or any order, writ, judgment, injunction, decree, determination or
award, binding on or affecting the Borrower or any of its Subsidiaries or
any of their properties, (iii) conflict with or result in the breach of, or
constitute a default under, any contract, loan agreement, indenture,
mortgage, deed of trust, lease or other instrument binding on or affecting
the Borrower, any of its Subsidiaries or any of their properties or (iv)
except for the Liens created under the Collateral Documents, result in or
require the creation or imposition of any Lien upon or with respect to any
of the properties of the Borrower or any of its Subsidiaries.
(c) No authorization or approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body or any other
third party is required for the due execution, delivery or performance by
the Borrower of this Amendment or any of the Loan Documents, as amended
hereby, to which it is or is to be a party.
(d) This Amendment has been duly executed and delivered by the
Borrower. This Amendment and each of the other Loan Documents, as amended
hereby, to which the Borrower is a party is the legal, valid and binding
obligation of the Borrower, enforceable against the Borrower in accordance
with its terms.
(e) There is no action, suit, investigation, litigation or proceeding
affecting the Borrower or any of its Subsidiaries (including, without
limitation, any Environmental Action) pending or threatened before any
court, governmental agency or arbitrator that (i) could be reasonably
likely to have a Material Adverse Effect or (ii) purports to affect the
legality, validity or enforceability of this Amendment or any of the other
Loan Documents, as amended hereby.
SECTION 4. Reference to and Effect on the Loan Documents. (a) On and after
the Amendment No. 6 Effective Date, each reference in the Credit Agreement to
"this Agreement", "hereunder", "hereof" or words of like import referring to the
Credit Agreement, and each reference in the Notes and each of the other Loan
Documents to "the Credit Agreement", "thereunder", "thereof" or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement, as amended by this Amendment.
(b) The Credit Agreement, the Notes and each of the other Loan Documents,
as specifically amended by this Amendment, are and shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed. Without
limiting the generality of the foregoing, the Collateral Documents and all of
the Collateral described therein do and shall continue to secure the payment of
all Obligations of the Loan Parties under the Loan Documents, in each case as
amended by this Amendment.
(c) The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any right, power or
remedy of any Lender or the Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.
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SECTION 5. Costs and Expenses The Borrower hereby agrees to pay on demand
all costs and expenses of the Agent in connection with the preparation,
execution, delivery and administration, modification and amendment of this
Amendment and the other instruments and documents to be delivered hereunder
(including, without limitation, the reasonable fees and expenses of counsel for
the Agent) in accordance with the terms of Section 9.04 of the Credit Agreement.
SECTION 6. Execution in Counterparts. This Amendment 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 but one and the same agreement. Delivery
of an executed counterpart of a signature page to this Amendment by telecopier
shall be effective as delivery of a manually executed counterpart of this
Amendment.
SECTION 7. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
IRON AGE CORPORATION
By
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Name:
Title:
IRON AGE HOLDINGS CORPORATION
By
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Name:
Title:
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BNP PARIBAS,
as Agent, Swing Line Bank, Issuing Bank
and as a Lender
By
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Name:
Title:
By
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Name:
Title:
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KEY CORPORATE CAPITAL INC.
By
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Name:
Title:
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PNC BANK, NATIONAL ASSOCIATION
By
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Name:
Title:
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USB AG, STAMFORD BRANCH
By
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Name:
Title:
By
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Name:
Title:
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U.S. BANK NATIONAL ASSOCIATION
By
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Name:
Title:
By
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Name:
Title:
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CONSENT
Reference is made to (a) Amendment No. 6 to the Credit Agreement dated as
of April 24, 2001 (the "Amendment"; capitalized terms not otherwise defined
herein being used herein as defined in the Amendment and in the Credit Agreement
referred to below), (b) the Credit Agreement dated as of April 24, 1998 (as
amended, supplemented or otherwise modified through the date hereof, the "Credit
Agreement") among Iron Age Corporation, a Delaware corporation, Iron Age
Holdings Corporation, a Delaware corporation, the banks, financial institutions
and other institutional lenders party thereto, and BNP Paribas (formerly known
as Banque Nationale de Paris) ("BNP"), as Swing Line Bank and Initial Issuing
Bank thereunder, and BNP, as agent (the "Agent") for the Lenders thereunder, and
(c) the other Loan Documents referred to therein.
Each of the undersigned, in its capacity as (a) a Grantor under the
Security Agreement, (b) a Grantor under each Intellectual Property Security
Agreement, and/or (c) a Guarantor under the Subsidiary Guaranty, hereby consents
to the execution, delivery and the performance of the Amendment and agrees that:
(A) each of the Security Agreement, the Intellectual Property Security
Agreement and the Subsidiary Guaranty to which it is a party is, and shall
continue to be, in full force and effect and is hereby in all respects
ratified and confirmed on the Amendment No. 6 Effective Date, except that,
on and after the Amendment No. 6 Effective Date, each reference to "the
Credit Agreement", "thereunder", "thereof", "therein" or words of like
import referring to the Credit Agreement shall mean and be a reference to
the Credit Agreement, as amended and otherwise modified by the Amendment;
and
(B) as of the Amendment No. 6 Effective Date, the Security Agreement,
the Intellectual Property Security Agreement and the Subsidiary Guaranty to
which it is a party and all of the Collateral of such Person described
therein do, and shall continue to, secure the payment of all of the Secured
Obligations.
This Consent shall be governed by, and construed in accordance with, the
laws of the State of New York.
Delivery of an executed counterpart of a signature page of this Consent by
telecopier shall be effective as the delivery of a manually executed counterpart
of this Consent.
IRON AGE CORPORATION
By
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Name:
Title:
IRON AGE HOLDINGS CORPORATION
By
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Name:
Title:
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IRON AGE INVESTMENT COMPANY
By
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Name:
Title:
FALCON SHOE MFG. CO.
By
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Name:
Title:
