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EXHIBIT 10.2
AMENDMENT NO. 1 TO CREDIT AGREEMENT
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Amendment") dated as of
February 29, 2000 (the "Effective Date") is made 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 New York 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.
RECITALS
A. Agent, Lenders and Credit Parties 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").
B. On and subject to the terms and conditions hereof, Agent, Lenders and
Credit Parties wish to amend certain provisions of the Credit Agreement.
C. 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
hereinafter contained, the parties hereto agree as follows:
1. Amendment. Subject to the conditions precedent set forth in Section 3
hereof, the Credit Agreement is hereby amended as follows:
(a) Section 1.1(b)(i) of the Credit Agreement is amended by deleting
from the third sentence of such Section the parenthetical phrase "(except
for Overadvances)."
(b) Section 1.1(b)(i) of the Credit Agreement is amended by deleting
the last sentence of such Section and replacing such sentence with the
following sentence:
"Borrower shall repay the aggregate outstanding principal amount of
the Swing Line Loan on the second (2nd) Business Day of each calendar
week or sooner upon demand by the Agent."
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(c) Section 1.3(a) of the Credit Agreement is amended by deleting the
reference to "Section 1.9(b)" contained therein and replacing such
reference with a reference to "Section 1.9(c)."
(d) Section 1.5(a) of the Credit Agreement is amended by deleting the
reference to "greater than 3.0" from the table contained in such Section
and replacing such reference with a reference to "greater than or equal to
3.0."
(e) Section 1.11(a) of the Credit Agreement is amended by deleting from
the first sentence of such Section the words "and (iv)" and replacing such
words with the following text:
"(and settled among the Lenders as set forth on Section 9.9(a)(i))
and (ii)"
(f) Section 11.2(c) of the Credit Agreement is amended by deleting the
word "and" from immediately before clause (vii) thereof and adding the
following new clause (viii) at the end of clause (vii):
"and (viii) amend Section 9 to the detriment of any Lender."
(g) The definition of "Change of Control" contained in Annex A to the
Credit Agreement is amended by adding the word "or" immediately before
clause (c) thereof.
(h) The definition of "Requisite Lenders" contained in Annex A to the
Credit Agreement is deleted in its entirety and restated as follows:
""Requisite Lenders" shall mean (a) Lenders having more than
sixty-six and two-thirds percent (66 2/3%) of the Revolving Loan
Commitments of all Lenders, or (b) if the Revolving Loan Commitments
have been terminated, more than sixty-six and two-thirds percent (66
2/3%) of the aggregate outstanding amount of the Revolving Loan (with
the Swing Line Loan being attributed to the Lender making or purchasing
such Loan); provided that at any time that only two Lenders have
Revolving Loan Commitments or Revolving Loans, "Requisite Lenders"
shall mean both Lenders."
(i) The definition of "Supermajority Lenders" contained in Annex A
to the Credit Agreement is amended by inserting the words "or
purchasing" immediately after the word "making" in such definition and
deleting the words "and Letter of Credit Obligations" from the end of
such definition.
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2. Representations and Warranties. As of the date hereof, Credit
Parties hereby jointly and severally represent and warrant to Agent and Lenders
as follows:
(a) After giving effect to this Amendment and the transactions
contemplated hereby (i) no Default or Event of Default shall have
occurred or be continuing and (ii) the representations and warranties
of Credit Parties contained in the Loan Documents shall be true,
accurate and complete in all respects on and as of the date hereof to
the same extent as though made on and as of such date, except to the
extent such representations and warranties specifically relate to an
earlier date.
(b) The execution, delivery and performance, as the case may be, by
each Credit Party of this Amendment and the other documents and
transactions contemplated hereby are within each Credit Party's
corporate powers, have been duly authorized by all necessary corporate
action (including, without limitation, all necessary shareholder
approval) of each Credit Party, have received all necessary
governmental approvals, and do not and will not contravene or conflict
with any provision of law applicable to any Credit Party, the
certificate or articles of incorporation or bylaws of any Credit Party,
or any order, judgment or decree of any court or other agency of
government or any contractual obligation binding upon any Credit Party.
(c) This Amendment, the Credit Agreement and each other Loan
Document is the legal, valid and binding obligation of each Credit
Party enforceable against each Credit Party in accordance with its
respective terms, except to the extent enforceability is limited by
bankruptcy, insolvency or similar laws affecting the rights of
creditors generally or by application of general principles of equity.
3. Conditions. This Amendment shall become effective as of the
Effective Date, provided that as of the Effective Date (except as otherwise
noted) each of the following items shall have been received by Agent or
satisfied, as the case may be, all in form and substance satisfactory to Agent:
(a) Amendment. This Amendment, duly executed by each Credit Party,
Agent and each Lender.
(b) No Default. After giving effect to this Amendment and the
transactions contemplated hereby, no Default or Event of Default shall
have occurred and be continuing.
(c) Warranties and Representations. After giving effect to this
Amendment and the transactions contemplated hereby, the warranties and
representations of each Credit Party contained in this Amendment shall
be true and correct in all respects.
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(d) 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.
(e) Assignment Agreement. Immediately upon satisfaction of the other
conditions set forth in this Section 3, an effective Assignment
Agreement between GE Capital and LaSalle Bank National Association,
acknowledged and consented to by Agent.
(f) Amendment to Post-Closing Agreement. An effective Amendment to
Post-Closing Agreement between Agent, Borrower and Rawlings Canada.
4. Effect on Loan Documents. This Amendment is limited to the specific
purpose for which it is granted and, except as specifically set forth above (a)
shall not be construed as a consent, waiver, amendment or other modification
with respect to any term, condition or other provision of any Loan Document and
(b) each of the Loan Documents shall remain in full force and effect and are
each hereby ratified and confirmed.
5. Successors and Assigns. This Amendment shall be binding on and shall
inure to the benefit of Credit Parties, Agent, Lenders and their respective
successors and assigns; provided that no Credit Party may assign its rights,
obligations, duties or other interests hereunder without the prior 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 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.
6. Entire Agreement. This Amendment, including all documents attached
hereto, 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.
7. 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 with
respect to this Amendment.
8. Acknowledgment. Each Credit Party hereby 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
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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 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.
9. Captions. Section captions used in this Amendment are for
convenience only, and shall not affect the construction of this Amendment.
10. Severability. Whenever possible each provision of this Amendment
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Amendment shall be prohibited by or
invalid under such 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.
11. Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument. Delivery of an
executed counterpart of a signature page to this Amendment by telecopy shall be
effective as delivery of a manually executed counterpart of this Amendment.
[signature page follows]
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IN WITNESS WHEREOF, this Amendment No. 1 to Credit Agreement has been
duly executed and delivered as of the day and year first above written. above.
RAWLINGS SPORTING GOODS
COMPANY, INC.
By:
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Title:
---------------------------------
RAWLINGS CANADA,
INCORPORATED
By:
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Title:
---------------------------------
RAWLINGS DE COSTA RICA, S.A.
By:
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Title:
---------------------------------
GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent and Lender
By:
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Title: Duly Authorized Signatory
