EX-10 2 0002.txt AMENDMENT NUMBER TWELVE TO CREDIT AGREEMENT TWELVETH AMENDMENT TO CREDIT AGREEMENT -------------------------------------- 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 ----------- terms shall have the meaning given to them in the Credit Agreement. SECTION 2. AMENDMENTS TO CREDIT AGREEMENT. ------------------------------ 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. 1 SECTION 3. CONDITIONS PRECEDENT. The effectiveness of this Amendment is -------------------- expressly conditioned upon satisfaction of the following conditions precedent: 3.1 Amendment. Agent shall have received copies of this Amendment --------- duly executed by Borrower and Lenders constituting Required Lenders. 3.2 Amendment Fee. Borrower shall have paid to Agent for the benefit ------------- 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, ----- certificates and assurances as it shall reasonably request. SECTION 4. REAFFIRMATION OF BORROWER. Borrower hereby represents and ------------------------- 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 --------------------- 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 ------------ counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. 2 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:____________________________________ 3 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:____________________________________ 4 ANNEX I ------- LENDERS AND COMMITMENT AMOUNTS ------------------------------ Lender Revolving Credit Commitment ------ --------------------------- 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 5 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 -------------------------- --------------------------- 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 6