SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) DECEMBER 22, 1997
-----------------
THE SPORTS AUTHORITY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-13426 36-3511120
------------------------ ------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
3383 NORTH STATE ROAD 7, FT. LAUDERDALE, FL 33319
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (954) 735-1701
N.A.
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
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(Page 2)
ITEM 5. OTHER EVENTS
On December 22, 1997, the Company entered into an Amended and Restated
Credit Agreement (the "Agreement") with the financial institutions named
therein, First Union National Bank, as administrative agent for such financial
institutions, and Fleet National Bank, as co-agent. The Agreement amends and
restates the Credit Agreement dated as of April 26, 1995 among the Company, the
financial institutions named therein, First Union National Bank of Florida, and
certain other parties (the "Prior Agreement"). Among other things, the Agreement
extended the term of the Prior Agreement from April 27, 1998 to April 26, 1999
and, effective immediately, increased the aggregate amount of loan commitments
thereunder from $100 million to $150 million.
A copy of the Agreement, including Exhibit A and Schedule 1, is
attached hereto as Exhibit 10.1.
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(Page 3)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE SPORTS AUTHORITY, INC.
Date: December 29, 1997 By: /s/ ANTHONY F. CRUDELE
-----------------------------
Anthony F. Crudele
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
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(Page 4)
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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10.1 Amended and Restated Credit Agreement dated as of
December 22, 1997 among the Company, the financial institutions
named therein, First Union National Bank, as administrative agent
for such financial institutions, and Fleet National Bank, as
co-agent
EXHIBIT 10.1
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT AND RESTATEMENT of the Credit Agreement referred to
below (this "Amended and Restated Credit Agreement"), is made and entered into
as of this ____ day of December, 1997 by and among THE SPORTS AUTHORITY, INC., a
corporation organized under the laws of Delaware (the "Borrower"), the
Subsidiaries of the Borrower identified on the signature pages hereto, the
Lenders (including certain of the Existing Lenders, as defined below) who are or
may become party to this Amended and Restated Credit Agreement (the "Lenders"),
FIRST UNION NATIONAL BANK (f/k/a First Union National Bank of Florida), as the
administrative agent (the "Agent") for the Lenders and FLEET NATIONAL BANK, as
Co-Agent.
STATEMENT OF PURPOSE
Pursuant to the Credit Agreement dated as of April 26, 1995, as
amended, restated or otherwise modified prior to the date hereof (the "Credit
Agreement"), by and among the Borrower, the lenders party thereto (the "Existing
Lenders"), the Agent, Pearl Street, L.P., as Syndication Agent, and Bank of
Montreal, as Co-Agent, the Existing Lenders have extended certain credit
facilities to the Borrower pursuant to the terms thereof.
The Borrower has requested that the Lenders (including certain of the
Existing Lenders) enter into this Amended and Restated Credit Agreement for the
purpose of (i) extending the term of the Credit Agreement for an additional
period of 364 days, (ii) increasing the Commitment Amount (as defined in the
Credit Agreement) from $100 million to $150 million and (iii) further amending
the Credit Agreement on the terms and conditions set forth more fully below.
Pursuant to the terms hereof, the Lenders have agreed to enter into
this Amended and Restated Credit Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:
SECTION 1. DEFINITIONS. All capitalized undefined terms used in this
Amended and Restated Credit Agreement shall have the meanings assigned thereto
in the Credit Agreement.
SECTION 2. AMENDMENTS TO THE CREDIT AGREEMENT.
SECTION 2.1. The preamble and recitals of the Credit
Agreement are hereby deleted in their entirety and replaced with the preamble
and Statement of Purpose of this Amended and Restated Credit Agreement.
SECTION 2.2. SECTION 1.1 of the Credit Agreement is hereby
amended by deleting the defined term "SYNDICATION AGENT". Additionally, each
reference in the Credit Agreement to the Syndication Agent (including any such
references incorporated herein pursuant to Section 6 hereof) shall be deemed to
refer to the Agent.
<PAGE>
SECTION 2.3. SECTION 1.1 of the Credit Agreement is hereby
amended by deleting the defined terms referenced below and replacing such
deleted defined terms with the corresponding defined terms set forth below:
"'DOMESTIC SUBSIDIARY' means any Subsidiary of the Borrower
organized under the laws of the United States or any state or
other political subdivision thereof or any other Subsidiary of
the Borrower with respect to which more than 10% of its
assets, revenues or earnings before interest and taxes are
located in, or derived from, operations in territories of the
United States; PROVIDED that, notwithstanding any of the
foregoing to the contrary, for the purposes hereof,
Subsidiaries of the Borrower formed under the laws of Puerto
Rico shall not be Domestic Subsidiaries".
"'CO-AGENT' means Fleet National Bank, in its capacity as
Co-Agent hereunder."
"'COMMITMENT AMOUNT' means, on any date, (a) with regard to
all Lenders, $150,000,000 or (b) with regard to any Lender,
the amount set forth opposite such Lender's name on SCHEDULE
1.1 to the Amended and Restated Credit Agreement, each amount
as may be reduced from time to time pursuant to SECTION 2.2."
"'COMMITMENT TERMINATION DATE' means the earliest of
(a) April 26, 1999;
(b) the date on which the Commitment Amount is
terminated in full or reduced to zero pursuant to SECTION 2.2;
and
(c) the date on which any Commitment Termination
Event occurs."
"COMPLIANCE CERTIFICATE' means a certificate substantially in
the form of EXHIBIT G to the Amended and Restated Credit
Agreement."
"'NOTE' means an amended and restated promissory note of the
Borrower payable to any Lender, in the form of EXHIBIT A to
the Amended and Restated Credit Agreement (as such promissory
note may be amended, endorsed or otherwise modified from time
to time), evidencing the aggregate Indebtedness of the
Borrower to such Lender resulting from outstanding Loans, and
all other promissory notes accepted from time to time in
substitution therefor or renewal thereof."
"'PERCENTAGE' means, relative to any Lender, the percentage
set forth opposite such Lender's name on SCHEDULE 1.1 to the
Amended and Restated Credit Agreement or as set forth in the
Lender Assignment Agreement to which it became a Lender, as
such percentage may be adjusted from time to time pursuant to
Lender Assignment Agreement(s) executed by such Lender and its
Assignee Lender(s) and delivered pursuant to SECTION 10.11."
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"'STATED MATURITY DATE' means April 26, 1999."
"'THIRD YEAR OF THE AGREEMENT'" means the period from (but
excluding) the second anniversary of the Effective Date to
(and including) the Stated Maturity Date."
SECTION 2.4. SECTION 1.1 of the Credit Agreement is hereby
amended by inserting the following defined terms in the correct alphabetical
order:
"'AMENDED AND RESTATED CREDIT AGREEMENT' means the Credit
Agreement as amended and restated on the Amendment and
Restatement Effective Date."
"'AMENDMENT AND RESTATEMENT EFFECTIVE DATE' means the date on
which the conditions to effectiveness set forth in SECTION 3
of the Amended and Restated Credit Agreement are satisfied, as
determined by the Agent."
SECTION 2.5. SECTION 2.3 and SECTION 2.4 of the Credit
Agreement are hereby amended by deleting each reference to "1:00 p.m." contained
therein and replacing such deleted text with "2:00 p.m." and by deleting each
reference to "11:00 a.m." contained therein and replacing such deleted text with
"1:00 p.m."
SECTION 2.6. SECTION 2.6 of the Credit Agreement is hereby
amended by deleting the first sentence of such SECTION 2.6 and inserting the
following in lieu thereof:
"Each Lender's Loans under its Commitment shall be evidenced
by a Note payable to the order of such Lender in a maximum
principal amount equal to such Lender's Commitment Amount as
of the Amendment and Restatement Effective Date."
SECTION 2.7. SECTION 4.10 of the Credit Agreement is hereby
amended by deleting the first clause of such Section 4.10 (the text prior to and
including the semicolon) and replacing such deleted clause with the following
text:
"The Borrower shall be permitted to use the proceeds of Loans
hereunder for working capital and general corporate purposes;"
SECTION 2.8. SECTION 7.1.7 of the Credit Agreement is hereby
amended as follows:
(a) The heading of Section 7.1.7 shall be deleted and
replaced with the following heading:
"ADDITIONAL SECURITY REGARDING FUTURE SUBSIDIARIES AND
EXISTING SUBSIDIARIES."
(b) The introductory clause of such Section 7.1.7
shall be deleted and replaced with the following text:
"Without limiting the effect of any
provision contained herein (including
SECTION 7.2.5):
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(i) upon any Person becoming either a direct
or indirect Domestic Subsidiary of the
Borrower, the Borrower or such Subsidiary,
as the case may be, shall comply with the
provisions of paragraphs (a), (b) and (c)
below;
(ii) upon any Person becoming either a
direct or indirect foreign Subsidiary of the
Borrower, other than a direct or indirect
foreign Subsidiary of the Borrower formed
solely to hold or enhance the Borrower's
trademark rights (any such Subsidiary, a
"Foreign Trademark Subsidiary"), the
Borrower or such Subsidiary, as the case may
be, shall comply with all the provisions of
paragraphs (b) and (c) below;
(iii) upon any date on which any existing
Foreign Trademark Subsidiary is or becomes
obligated in respect of more than $1,000,000
in intercompany loans in the aggregate, the
Borrower or such Subsidiary, as the case may
be, shall comply with the provisions of
paragraphs (b) and (c) below applicable to
the execution and pledging of Intercompany
Notes to the extent the aggregate amount of
all intercompany loans to such Foreign
Trademark Subsidiary exceed $1,000,000;
(iv) upon any date on which any existing
Foreign Trademark Subsidiary engages in
activities other than solely holding or
enhancing the Borrower's trademark rights,
the Borrower or such Subsidiary, as the case
may be, shall comply with the provisions of
paragraphs (b) and (c);
(v) upon any date on which the aggregate
amount of Investments by the Borrower or any
Subsidiary Guarantor in Mega Sports Co.,
Ltd. ("Mega Sports"), by way of
contributions to capital or the incurrence
of Contingent Liabilities at any time
outstanding exceeds $30,000,000, the
Borrower shall comply with the provisions of
paragraph (c)(i) below; and
(vi) upon any date on which the aggregate
outstanding principal amount of all
intercompany loans owed by Mega Sports to
the Borrower or any Subsidiary Guarantor
exceeds $5,000,000, the Borrower shall
comply with the provisions of paragraphs (b)
and (c)(ii) below, and shall cause Mega
Sports to comply with the provisions of
paragraph (b) below, with respect to such
intercompany loans;"
SECTION 2.9. SECTION 7.2.2 of the Credit Agreement shall be
amended by deleting the period at the end of clause (iv) of such SECTION 7.2.2
and substituting the following text in lieu thereof:
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"; and
(v) the ratio of Indebtedness to Tangible
Net Worth set forth above shall be
calculated by excluding Indebtedness of Mega
Sports to any party other than the Borrower
or any of the Subsidiary Guarantors;
PROVIDED that such Indebtedness is
Non-recourse to the Borrower or any
Subsidiary Guarantor. For purposes hereof,
such Indebtedness shall be "Non-recourse" to
the Borrower or any Subsidiary Guarantor so
long as (A) neither the Borrower nor any
Subsidiary Guarantor guarantees such
Indebtedness, provides any credit support or
collateral security with regard to such
Indebtedness, or is directly or indirectly
liable in any way for such Indebtedness and
(B) no default or event of default with
respect to such Indebtedness would permit
under any circumstance any holder (other
than the Agent and Lenders) of any
Indebtedness of the Borrower or any
Subsidiary Guarantor to declare a default on
such Indebtedness of the Borrower or any
Subsidiary Guarantor or cause the payment
thereof to be accelerated or payable prior
to its stated maturity."
SECTION 2.10. SECTION 7.2.4 of the Credit Agreement is
amended:
(a) By deleting subsection (a) thereof and replacing
such deleted subsection (a) with the following:
"(a) its Tangible Net Worth to be at any
time less than the sum, at such time, of (i)
$220,000,000 PLUS (ii) 50% of the
consolidated net income of the Borrower and
its Subsidiaries for the last two Fiscal
Quarters of the Fiscal Year ending January
25, 1998 PLUS (iii) 50% of the consolidated
net income of the Borrower and its
Subsidiaries for each Fiscal Year
thereafter, in each case, as shall have been
completed on or prior to such time (with no
reduction for net losses, if any, for each
such Fiscal Year)."
(b) By deleting subsection (b) thereof and replacing
such deleted subsection (b) with the following:
"(b) its Fixed Charge Coverage Ratio to be
less than 1.70 to 1.00 as of the end of any
Fiscal Quarter."
SECTION 2.11. SECTION 7.2.15 of the Credit Agreement shall be
amended by inserting the following text at the end of such SECTION 7.2.15:
"Nothing in this SECTION 7.2.15 shall
preclude any merger of ISI with the Borrower
or any Domestic Subsidiary of the Borrower
pursuant to SECTION 7.2.8; PROVIDED that at
no time shall the Borrower or any Subsidiary
thereof permit any Lien upon any of the
intellectual property rights and licensing
rights of ISI existing on the Amendment and
Restatement Effective Date, other than Liens
pursuant to the Loan Documents."
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SECTION 2.12. SECTION 10.2 of the Credit Agreement shall be
amended by inserting the phrase "or, if to the Agent or any Lender, the address
set forth opposite the Agent's or such Lender's name, as applicable, on SCHEDULE
1.1 of the Amended and Restated Credit Agreement," immediately following the
phrase "below its signature page hereto."
SECTION 2.13. SECTION 10.11.1(A) of the Credit Agreement shall
be amended by inserting the phrase "or with the consent of the Agent after the
occurrence and during the continuation of any Default or Event of Default," at
the end of the clause contained in the parentheses contained in such subsection
(a).
SECTION 2.14. SECTION 10.11.2 of the Credit Agreement shall be
amended by inserting the phrase "in a minimum amount of at least $5,000,000"
immediately following the phrase "participating interest" contained in the first
sentence of such SECTION 10.11.2, and shall further be amended by inserting the
phrase ", unless such Participant is an Affiliate of such Lender," immediately
following the phrase "Each Lender agrees that" which begins the second to last
sentence of Section 10.11.2.
SECTION 3.OTHER AGREEMENTS.
SECTION 3.1. The Agent and the Lenders hereby agree that any
prior non-compliance by the Borrower or any Subsidiary thereof under SECTION
7.1.7 of the Credit Agreement with regard to any Foreign Trademark Subsidiary
shall not constitute a Default or Event of Default under the Credit Agreement.
SECTION 3.2. Each Lender party hereto agrees promptly return
its existing promissory note to the Borrower marked "canceled" upon receipt by
such Lender of its original amended and restated Note hereunder.
SECTION 4.CONDITIONS TO EFFECTIVENESS. The Amended and Restated Credit
Agreement shall become effective on the date on which each of the following
conditions shall have been satisfied as determined by the Agent:
SECTION 4.1. EXECUTED AGREEMENT; COMMITMENTS.
(i) The Agent shall have received a copy of this
Amended and Restated Credit Agreement executed by each of the
parties hereto; and
(ii) the Commitment Amount, after giving effect to
this Amended and Restated Credit Agreement shall equal
$150,000,000.
SECTION 4.2. SECRETARY'S CERTIFICATES. the Agent shall have
received from each Obligor (other than The Sports Authority Puerto Rico, Inc.) a
certificate dated as of the date hereof, of its Secretary or Assistant Secretary
certifying that included therein, or attached thereto is each of the following:
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(i) resolutions duly adopted by its Board of
Directors then in full force and effect authorizing the
execution, delivery and performance of, in the case of the
Borrower, this Agreement, the Notes and each other Loan
Document to be executed by it and, in the case of each other
Obligor, each Loan Document to be executed by it;
(ii) a certification of the incumbency and signatures
of those of its officers authorized to act with respect to, in
the case of the Borrower, this Agreement, the Notes and each
other Loan Document executed by it, and, in the case of each
other Obligor, each Loan Document executed by it, upon which
certificate each Lender may conclusively rely until it shall
have received a further certificate of the Secretary of such
Obligor canceling or amending such prior certificate; and
(iii) a true and complete copy of such Obligor's
articles of incorporation and all amendments thereto,
certified as of a recent date, with regard to the articles of
incorporation of the Borrower and its Domestic Subsidiaries
only, by the appropriate governmental authority in such
Obligor's state of incorporation and a true and complete copy
of such Obligor's bylaws in effect as on the date of such
certification.
SECTION 4.3. DELIVERY OF NOTES. The Agent shall have received,
for the account of each Lender, its Notes duly executed and delivered by the
Borrower.
SECTION 4.4. OPINIONS OF COUNSEL. The Agent shall have
received opinions, dated as of the date hereof, the Effective Date and addressed
to the Agent and all Lenders, from Morgan, Lewis & Bockius, LLP, counsel to the
Borrower and its Domestic Subsidiaries, and Blake, Cassells & Graydon counsel to
The Sports Authority Canada, Inc., each in form and substance satisfactory to
the Agent.
SECTION 4.5. UCC-1 FINANCING STATEMENTS. The Agent shall be
satisfied, in its sole discretion, that all UCC-1 financing statements
previously filed in connection with the closing of the Credit Agreement continue
to be legally sufficient to perfect the liens granted for the benefit of the
Lenders under any Loan Document.
SECTION 4.6. PAYMENT OF EXPENSES. The Agent and Agent's
counsel, as applicable, shall have received all amounts due and payable pursuant
to SECTION 10.3(B) of the Credit Agreement and SECTION 7 of the Amended and
Restated Credit Agreement.
SECTION 4.7. ANCILLARY DOCUMENTS. The Agent shall have
received all information, approvals, opinions, certificates or documents
directly relating to the foregoing as the Agent may reasonably request.
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SECTION 5. REPRESENTATIONS AND WARRANTIES; NO DEFAULT.
SECTION 5.1. By its execution hereof, the Borrower hereby
certifies on behalf of itself and each of its Subsidiaries that each of the
representations and warranties set forth in the Credit Agreement (excluding,
however, those contained in SECTION 6.7 of the Credit Agreement) and the other
Loan Documents is true and correct as of the date hereof (unless such
representations and warranties are stated to relate solely to an earlier date),
in which case such representations and warranties shall be true and correct as
of such earlier date as if fully set forth herein; PROVIDED, that the
representations and warranties contained in SECTION 6.5 of the Credit Agreement
shall be deemed to relate to the October 26, 1997 financial information
delivered to the Agent and Lenders.
SECTION 5.2. As of the date hereof, and after giving effect to
the agreement set forth in Section 3.1 hereof, no Default or Event of Default
has occurred and is continuing under the Credit Agreement and, after giving
effect to the transactions contemplated hereby, no Default or Event of Default
has occurred and is continuing under the Amended and Restated Credit Agreement.
SECTION 5.3. Except as previously disclosed by the Borrower to
the Agent and the Lenders pursuant to SECTION 6.7;
(a) no labor controversy, litigation, arbitration or
governmental investigation or proceeding is pending or, to the
knowledge of the Borrower, threatened against the Borrower or any of
its Subsidiaries which might materially adversely affect the Borrower's
consolidated business, operations, assets, financial condition or
properties or which purports to affect the legality, validity or
enforceability of the Amended and Restated Credit Agreement, the Notes
or any other Loan Document; and
(b) no development shall have occurred in any labor
controversy, litigation, arbitration or governmental investigation or
proceeding previously disclosed pursuant to SECTION 6.7 of the Credit
Agreement which might materially adversely affect the consolidated
businesses, operations, assets, financial condition or properties of
the Borrower and its Subsidiaries.
SECTION 6. LIMITED AMENDMENT AND RESTATEMENT. Except as expressly
amended herein, the Credit Agreement and each other Loan Document shall continue
to be, and shall remain, in full force and effect (including all monetary
limitations and other restrictions applicable to the Borrower and its
Subsidiaries and Affiliates) as in existence immediately prior to the date
hereof. This Amended and Restated Credit Agreement shall not be deemed (a) to be
a waiver of, or consent to, or a modification or amendment of, any other term or
condition of the Credit Agreement or any other Loan Documents or (b) to
prejudice any other right or rights which the Agent or Lenders may now have or
may have in the future under or in connection with the Amended and Restated
Credit Agreement or the Loan Documents or any of the instruments or agreements
referred to therein, as the same may be amended, restated or otherwise modified
from time to time.
SECTION 7. INCORPORATION. All terms and conditions of the Credit
Agreement (including all Exhibits and Schedules thereto), as modified by SECTION
2 hereof, are hereby amended and
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restated and incorporated herein by this reference thereto as if expressly
restated herein in their entirety. Upon the date hereof, all outstanding
Obligations shall become Obligations hereunder and the Credit Agreement shall be
replaced and superseded by this Amended and Restated Credit Agreement. On the
Amendment and Restatement Effective Date, (i) all loans under the Credit
Agreement ("Existing Loans") made by any Existing Lender who is not a Lender
hereunder (any such Lender, a "Former Lender") shall be repaid in full and the
commitments and other obligations and (except as expressly set forth in the
Credit Agreement) rights of such Former Lender shall be terminated, (ii) all
outstanding Existing Loans shall be deemed Loans hereunder and the Agent shall
make such transfers of funds as are necessary in order that the outstanding
balance of such Loans, together with any Loans funded on the Amendment and
Restatement Effective Date, reflect the Commitments of the Lenders hereunder,
(iii) there shall have been paid in cash in full all accrued but unpaid interest
due on the Existing Loans to but excluding the Amendment and Restatement
Effective Date, and (iv) there shall have been paid in cash in full all accrued
but unpaid fees under the Credit Agreement due to but excluding the Amendment
and Restatement Effective Date, and all other amounts, costs and expenses then
owing to any of the Former Lenders and/or any of the Agent, Syndication Agent or
Co-Agent, in any such capacity, under the Credit Agreement as in effect
immediately prior to the Amendment and Restatement Effective Date, in each case
to the satisfaction of such Person, regardless of whether or not such amounts
would otherwise be due and payable at such time pursuant to the terms of the
Credit Agreement.
SECTION 8. EXPENSES. The Borrower shall pay all reasonable
out-of-pocket expenses of the Agent in connection with the preparation,
execution and delivery of this Amended and Restated Credit Agreement, including
without limitation, the reasonable fees and disbursements of counsel for the
Administrative Agent.
SECTION 9. CONFIRMATION OF GUARANTY AND PLEDGE, SECURITY AND ASSIGNMENT
AGREEMENTS. (a) Each of the Subsidiary Guarantors hereby acknowledges and
consents to the terms of this Amended and Restated Credit Agreement and confirm
that their respective obligations under the Guaranty shall remain in full force
and effect and shall secure the Obligations of the Borrower under this Amended
and Restated Credit Agreement, (b) the Borrower hereby confirms that its
obligations under the Pledge, Security and Assignment Agreement shall remain in
full force and effect and shall secure the Obligations of the Borrower under
this Amended and Restated Credit Agreement and (c) each party hereto
acknowledges and consents to the terms of this Amended and Restated Credit
Agreement and confirms the validity and enforceability of each Loan Documents.
SECTION 10. GOVERNING LAW. This Amended and Restated Credit Agreement
shall be governed by and construed in accordance with the laws of the State of
New York.
SECTION 11. COUNTERPARTS. This Amended and Restated Credit Agreement
may be executed in separate counterparts, each of which when executed and
delivered is an original but all of which taken together constitute one and the
same instrument.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Credit Agreement to be duly executed as of the date and year first
above written.
BORROWER:
[CORPORATE SEAL] THE SPORTS AUTHORITY, INC.
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
AGREED TO AND ACKNOWLEDGED BY:
SUBSIDIARIES OF THE BORROWER:
[CORPORATE SEAL] AUTHORITY INTERNATIONAL, INC.
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
[CORPORATE SEAL] INTELLIGENT SPORTS, INC.
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
[Signature Pages Continue]
<PAGE>
[CORPORATE SEAL] OSR, INC.
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
[CORPORATE SEAL] THE SPORTS AUTHORITY CANADA,
INC.
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
[CORPORATE SEAL] THE SPORTS AUTHORITY FLORIDA,
INC.
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
[CORPORATE SEAL] THE SPORTS AUTHORITY MICHIGAN,
INC.
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
[Signature Pages Continue]
<PAGE>
FIRST UNION NATIONAL BANK
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
[Signature Pages Continue]
<PAGE>
FLEET NATIONAL BANK
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
[Signature Pages Continue]
<PAGE>
COMERICA BANK
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
[Signature Pages Continue]
<PAGE>
THE BANK OF NEW YORK
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
[Signature Pages Continue]
<PAGE>
THE DAI-ICHI KANGYO BANK, LIMITED
ATLANTA AGENCY
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
[Signature Pages Continue]
<PAGE>
SUNTRUST BANK, SOUTH FLORIDA, N.A.
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
[Signature Pages Continue]
<PAGE>
UNION BANK OF CALIFORNIA, N.A.
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
[Signature Pages Continue]
<PAGE>
WACHOVIA BANK, N.A.
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
[Signature Pages Continue]
<PAGE>
BANK OF MONTREAL
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
[Signature Pages Continue]
<PAGE>
THE FUJI BANK AND TRUST COMPANY
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
[Signature Pages Continue]
<PAGE>
CORESTATES BANK, N.A.
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 1.1
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LENDERS COMMITMENT AMOUNT COMMITMENT PERCENTAGE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
First Union National Bank
One First Union Center
301 South College Street, 10th Floor $22,500,000 15%
Charlotte, NC 28288-0608
Attention: Syndication
Agency
Telephone: 383-0281
Facsimile: 383-0288
- ---------------------------------------------------------------------------------------------------------------------------
Fleet National Bank $20,000,000 13.3333333334%
One Federal Street
Boston, MA 03110
Attention: Michael Araujo
Telephone: (607) 346-0601
Facsimile: (607) 346-0689
- ---------------------------------------------------------------------------------------------------------------------------
Comerica Bank $17,500,000 11.6666666667%
U.S. Banking East
500 Woodward Avenue, 9th Floor
MC 3280
Detroit, MI 48275-3280
Attention: Venus C. Moses
Telephone: (313) 222-3319
Facsimile: (313) 222-3330
- ---------------------------------------------------------------------------------------------------------------------------
The Bank of New York $12,500,000 8.3333333333%
1 Wall Street 8th Floor
New York, NY 10286
Attention: Paula Regan
Telephone: (212) 635-7867
Facsimile: (212) 635-1483
- ---------------------------------------------------------------------------------------------------------------------------
The Dai-Ichi Kangyo Bank, Limited $12,500,000 8.3333333333%
Atlanta Agency
Marquis Two Tower, Suite 2400
285 Peachtree Center Avenue, N.E.
Atlanta, Georgia 30303
Attention: Percy Lee,
Assistant Vice President
Telephone: (404) 581-0200
Facsimile: (404) 222-9556
- ---------------------------------------------------------------------------------------------------------------------------
<PAGE>
- ---------------------------------------------------------------------------------------------------------------------------
SunTrust Bank, South Florida, $12,500,000 8.3333333333%
N.A. 501 E. Las Olas Blvd.
7th Floor - Corp.
Ft. Lauderdale, FL 33301
Attention: Jennifer Campbell,
Loan Operations Supervisor
Telephone: (954) 765-7316
Facsimile: (954) 765-7277
- ---------------------------------------------------------------------------------------------------------------------------
Union Bank of California, N.A. $12,500,000 8.3333333333%
350 California St.
San Francisco, CA 94104
Attention: Rick Sutter,
Vice President
Telephone: (415) 705-7090
Facsimile: (415) 705-7085
- ---------------------------------------------------------------------------------------------------------------------------
Wachovia Bank, N.A. $12,500,000 8.3333333333%
191 Peachtree Street
Mail Code GA 3940
Atlanta, GA 30303
Attention: Karen Mathews,
Account Manager
Telephone: (404) 332-5149
Facsimile: (404) 332-5016
- ---------------------------------------------------------------------------------------------------------------------------
Bank of Montreal $10,000,000 6.6666666667%
115 South LaSalle Street
11th Floor West
Chicago, Illinois 60603
Attention: Ninta Arenas,
Officer, Client Services
Telephone: (312) 750-3453
Facsimile: (312) 750-4345
- ---------------------------------------------------------------------------------------------------------------------------
The Fuji Bank and Trust Company $10,000,000 6.6666666667%
2 World Trade Center
New York, NY 10048
Attention: Mark Heberer,
Associate
Telephone: (212) 898-2019
Facsimile: (212) 488-8216
- ---------------------------------------------------------------------------------------------------------------------------
CoreStates Bank, N.A. $7,500,000 5%
1345 Chestnut Street
Philadelphia, PA 19101-7618
Attention: Susan McKenna
Telephone: (215) 973-3643
Facsimile: (215) 973-7671
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
EXHIBIT A
AMENDED AND RESTATED NOTE
$ December ___, 1997
-------------------------
[THIS PROMISSORY NOTE REPLACES BUT DOES NOT EXTINGUISH THE OBLIGATIONS
OF THE BORROWER UNDER THE PROMISSORY NOTE DATED APRIL 26, 1995 EXECUTED BY THE
BORROWER IN FAVOR OF THE LENDER REFERRED TO BELOW.]
FOR VALUE RECEIVED, the undersigned, THE SPORTS AUTHORITY, INC., a
Delaware corporation (the "Borrower"), unconditionally promises to pay to the
order of (the "LENDER") on the Stated Maturity Date, the principal sum of
___________________________ DOLLARS ($ ___________) or, if less, the aggregate
unpaid principal amount of all Loans made by the Lender pursuant to that certain
Amended and Restated Credit Agreement, dated as of December __, 1997 (together
with all amendments, supplements, restatements and other modifications, if any,
from time to time thereafter made thereto, the "CREDIT AGREEMENT"), among the
Borrower, the various financial institutions (including the Lender) as are, or
may from time to time become, parties thereto, and First Union National Bank, as
administrative agent.
The Borrower also promises to pay interest on the unpaid principal
amount hereof from time to time outstanding from the date hereof until maturity
(whether by acceleration or otherwise) and, after maturity, until paid, at the
rates per annum and on the dates specified in the Credit Agreement.
Payments of both principal and interest are to be made in lawful money
of the United States of America in same day or immediately available funds to
the account designated by the Agent pursuant to the Credit Agreement.
This Note is a Note referred to in, and evidences Indebtedness incurred
under, the Credit Agreement, to which reference is made for a description of the
security for this Note and for a statement of the terms and conditions on which
the Borrower is permitted and required to make prepayments and repayments of
principal of the Indebtedness evidenced by this Note and on which such
Indebtedness may be declared to be immediately due and payable. Unless otherwise
defined, terms used herein have the meanings provided in the Credit Agreement.
The Borrower hereby irrevocably authorizes the Lender to make (or cause
to be made) appropriate notations on the grid attached to this Note (or on any
continuation of such grid), which notations, if made, shall evidence, inter
alia, the date of, the outstanding principal of, and the interest rate and
Interest Period applicable to, the Loans evidenced hereby. Such notations shall
be presumed correct and binding on the Borrower absent demonstrable error;
provided, however, that the failure of the Lender to make any such notations
shall not limit or otherwise affect any Obligations of the Borrower.
<PAGE>
All parties hereto, whether as makers, endorsers, or otherwise,
severally waive presentment for payment, demand, protest and notice of dishonor.
THIS NOTE HAS BEEN DELIVERED IN CHARLOTTE, NORTH CAROLINA BUT SHALL BE DEEMED TO
BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
THE SPORTS AUTHORITY, INC.
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
By:
----------------------------------
Name:
----------------------------
Title:
----------------------------
<PAGE>
<TABLE>
LOANS AND PRINCIPAL PAYMENTS
<CAPTION>
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AMOUNT OF LOAN AMOUNT OF
MADE PRINCIPAL REPAID
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BASE LIBO INTEREST PERIOD BASE LIBO
DATE RATE RATE (IF APPLICABLE) RATE RATE
<S> <C> <C> <C> <C> <C>
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LOANS AND PRINCIPAL PAYMENTS
- ---------------------------------- ------------------ ==================
UNPAID PRINCIPAL
BALANCE
- ---------------------------------- ------------------ ==================
BASE LIBO NOTATION
RATE RATE TOTAL MADE BY
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</TABLE>
