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TWELVETH AMENDMENT TO CREDIT AGREEMENT
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This Twelveth Amendment to Credit Agreement (the "Amendment") is made on
this 30th day of June, 2000 by and among Converse Inc. (the "Borrower"), BT
Commercial Corporation, as Agent (in such capacity, the "Agent") and BT
Commercial Corporation (in its capacity as lender, "BTCC"), Fleet Business
Credit Corporation ("FBC"), LaSalle National Bank ("LaSalle"), BankBoston, N.A.
("BankBoston"), FINOVA Capital Corporation ("FINOVA"), GMAC Commercial Credit
LLC ("GMAC"), Fleet Capital Corporation ("Fleet"), Bank of America, N.A.
("BofA"), Heller Financial, Inc. (BT, FBC, LaSalle, BankBoston, FINOVA, GMAC,
Fleet, BofA, and Heller referred to collectively as "Lenders").
W I T N E S S E T H:
WHEREAS, the Agent, the Lenders and the Borrower are parties to that
certain Credit Agreement dated as of May 21, 1997, as amended by that certain
First Amendment to Credit Agreement dated as of June 26, 1997, that certain
Second Amendment to Credit Agreement dated as of November 21, 1997, that certain
Third Amendment to Credit Agreement dated as of January 29, 1998, that certain
Fourth Amendment to Credit Agreement dated as of September 16, 1998, that
certain Fifth Amendment to Credit Agreement dated as of May 28, 1999, that
certain Sixth Amendment to Credit Agreement dated as of July 30, 1999, that
certain Seventh Amendment to Credit Agreement dated as of October 31, 1999, that
certain Eighth Amendment to Credit Agreement dated November 15, 1999, that
certain Ninth Amendment to Credit Agreement dated February 15, 2000, that
certain Tenth Amendment to Credit Agreement dated March 31, 2000, and that
certain Eleventh Amendment to Credit Agreement dated May 15, 2000 (collectively,
the "Credit Agreement"); and
WHEREAS, the parties desire to amend 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 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 capitalized
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terms shall have the meaning given to them in the Credit Agreement.
SECTION 2. AMENDMENTS TO CREDIT AGREEMENT.
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2.1 The defined term "Borrowing Base", which appears in Section 1.1
of the Credit Agreement, is hereby amended by deleting the reference to " June
30, 2000" contained in subsection (F)(i) thereof and inserting "July 31, 2000"
in its stead.
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SECTION 3. CONDITIONS PRECEDENT. The effectiveness of this Amendment is
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expressly conditioned upon satisfaction of the following conditions precedent:
3.1 Amendment. Agent shall have received copies of this Amendment
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duly executed by Borrower and Lenders constituting Required Lenders.
3.2 Amendment Fee. Borrower shall have paid to Agent for the benefit
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of the Lenders who have committed to make advances pursuant to subsection (F) of
the Borrowing Base, an amendment fee in the amount of $50,000.
3.3 Other. Agent shall have received such other documents,
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certificates and assurances as it shall reasonably request.
SECTION 4. REAFFIRMATION OF BORROWER. Borrower hereby represents and
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warrants to Agent and Lender 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 Lender have granted their consent; (ii) to the
best of Borrower's knowledge, on the date hereof it is in compliance with all of
the terms and provisions set forth in the Credit Agreement as hereby amended;
and (iii) to the best of Borrower's knowledge, upon execution hereof no Default
or Event of Default has occurred and is continuing or has not previously been
waived.
SECTION 5. 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 6. 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:_________________________________________
Name:_____________________________________
Title:____________________________________
Agent:
BT COMMERCIAL CORPORATION
By:_________________________________________
Name:_____________________________________
Title:____________________________________
Lenders:
BT COMMERCIAL CORPORATION
By:_________________________________________
Name:_____________________________________
Title:____________________________________
FLEET BUSINESS CREDIT
CORPORATION
By:_________________________________________
Name:_____________________________________
Title:____________________________________
LASALLE NATIONAL BANK
By:_________________________________________
Name:_____________________________________
Title:____________________________________
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BANKBOSTON, N.A.
By:_________________________________________
Name:_____________________________________
Title:____________________________________
FINOVA CAPITAL CORPORATION
By:_________________________________________
Name:_____________________________________
Title:____________________________________
GMAC COMMERCIAL CREDIT LLC
By:_________________________________________
Name:_____________________________________
Title:____________________________________
FLEET CAPITAL CORPORATION
By:_________________________________________
Name:_____________________________________
Title:____________________________________
BANK OF AMERICA, N.A.
By:_________________________________________
Name:_____________________________________
Title:____________________________________
HELLER FINANCIAL, INC.
By:_________________________________________
Name:_____________________________________
Title:____________________________________
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ANNEX I
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LENDERS AND COMMITMENT AMOUNTS
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Lender Revolving Credit Commitment
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BT Commercial Corporation $12,600,000
233 South Wacker Drive, Suite 8400
Chicago, Illinois 60606
Fleet Business Credit Corporation $12,000,000
200 Glastonbury Blvd.
Glastonbury, CT 06033
LaSalle National Bank $12,600,000
135 South LaSalle Street, Suite 425
Chicago, IL 60603
FINOVA Capital Corporation $ 9,600,000
311 South Wacker Drive, Suite 4400
Chicago, IL 60606-6618
GMAC Commercial Credit LLC $12,000,000
1290 Avenue of the Americas, 3rd Floor
New York, NY 10104
Fleet Capital Corporation $ 3,600,000
200 Glastonbury Blvd.
Glastonbury, CT 06033
Bank of America, N.A. $ 9,600,000
600 Peachtree Street, 13th Floor
Atlanta, Georgia 30308
Heller Financial, Inc. $12,000,000
500 West Monroe Street, 18th Floor
Chicago, IL 60661
BankBoston, N.A. $ 6,000,000
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ANNEX I-A
LENDERS AND COMMITMENT AMOUNT
With Respect to Subsection (F) of the
Borrowing Base as of
June 30, 2000
Name and Address of Lender Revolving Credit Commitment
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BT Commercial Corporation $4,000,000
233 South Wacker Drive, 84/th/ Floor
Chicago, Illinois 60606
LaSalle National Bank $2,000,000
135 South LaSalle Street, Suite 425
Chicago, IL 60603
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