Amendment No. 4 to Loan, Guaranty and Security Agreement among Riddell Sports Inc., Subsidiaries, and Bank of America, N.A.

Summary

This amendment updates the existing Loan, Guaranty and Security Agreement between Riddell Sports Inc. (as Parent Guarantor), several of its subsidiaries (as Borrowers and Subsidiary Guarantors), and Bank of America, N.A. (as Agent and Lender), along with American National Bank and Trust Company of Chicago. The amendment modifies certain financial terms, including the definition of loan availability and related fees, and increases a financial threshold. It becomes effective once all parties have signed. All other terms of the original agreement remain in effect.

EX-10.17 2 c20390_ex10-17.txt LOAN, GUARANTY AND SECURITY AGREEMENT AMENDMENT NO. 4 TO LOAN, GUARANTY AND SECURITY AGREEMENT This AMENDMENT NO. 4 (the "AMENDMENT") is dated as of December 31, 2000 and entered into by and among Riddell Sports Inc., a Delaware corporation (the "PARENT GUARANTOR"), each of Riddell, Inc., an Illinois corporation, All American Sports Corporation, a Delaware corporation, Varsity Spirit Corporation, a Tennessee corporation, and Varsity Spirit Fashions & Supplies, Inc., a Minnesota corporation, (collectively, the "BORROWER"), each of the Subsidiary Guarantors (as defined in the Credit Agreement referred to below), each of Bank of America, N.A. (f/k/a Bank of America National Trust and Savings Association) and American National Bank and Trust Company of Chicago (collectively, the "LENDERS") and Bank of America, N.A., as agent (the "AGENT"). RECITALS WHEREAS, the parties hereto entered into the Loan, Guaranty and Security Agreement dated as of April 20, 1999 (amended by Amendment No. 1 thereto, Amendment No. 2 thereto, and Amendment No. 3 thereto and as further amended, amended and restated, supplemented or otherwise modified, the "CREDIT AGREEMENT"). Capitalized terms used herein without definition shall have the meanings assigned to them in the Credit Agreement; WHEREAS, the parties hereto desire to make certain amendments to the Credit Agreement as set forth below; and NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows: Article I AMENDMENTS TO THE CREDIT AGREEMENT 1.01 AMENDMENTS TO DEFINITION OF AVAILABILITY. Clause (a) of the definition of Availability is hereby amended by adding the following Clause (H) thereto after clause (G) thereof regarding Winter 2000 Overadvance Availability ending with "March 31, 2000)" and before "; PROVIDED": , or (H) in lieu of and without duplication with any Seasonal Overadvance, during the period from January 1, 2001 to March 31, 2001 only, the "Winter 2001 Overadvance Availability" (for the purposes of this Agreement, "WINTER 2001 OVERADVANCE AVAILABILITY" means the lesser of (i) $5,000,000 or (ii) 30% of the outstanding amounts due to the Borrower in respect of Accounts created in the ordinary course of the Borrower's business that are not Eligible Accounts; PROVIDED, HOWEVER, that in no event shall the Winter 2001 Overadvance Availability exist or otherwise be in effect once any Seasonal Overadvance Availability has been utilized on or after March 15, 2001 or otherwise after March 31, 2001) 1.02 AMENDMENT TO ARTICLE 3. Article 3 of the Credit Agreement is hereby amended by adding thereto the following Section 3.10: 3.10 WINTER 2001 OVERADVANCE AVAILABILITY. The Borrower agrees to pay to the Agent, for the ratable account of the Lenders, on the date that the Borrower executes Amendment No. 4 to this Agreement a fee of $25,000, and on the date that the Borrower's use of Availability based on the Winter 2001 Overadvance Availability exceeds $1,000,000, an additional fee of $25,000 (making for a total fee under such circumstances of $50,000), which fees shall be non-refundable and fully earned on each such payment date. 1.03 AMENDMENT TO SECTION 9.23. Section 9.23 of the Credit Agreement is hereby amended by deleting the number of "$2,500,000" opposite "12/31/00" and inserting in lieu thereof the number "$3,250,000". Article II EFFECTIVENESS OF AMENDMENTS This Amendment shall become effective on the opening of business in New York on the Business Day on which the Agent notifies the Borrower that it has executed a counterpart signature page of this Amendment, and has received executed counterpart signature pages of this Amendment from the Borrower, the Parent Guarantor, the Subsidiary Guarantors and the Lenders. Article III MISCELLANEOUS 3.01 REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS. (a) This Amendment modifies the Credit Agreement to the extent set forth herein, is hereby incorporated by reference into the Credit Agreement and is made a part thereof. On and after the effective date, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import referring to the Credit Agreement, and each reference in 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. -2- (b) Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. (c) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Lenders or the Agent under the Credit Agreement or any of the other Loan Documents. This Amendment is limited to the precise terms hereof and shall not operate as a present or future waiver of any similar or other provisions of the Credit Agreement not expressly provided for herein, nor shall this Amendment prevent the Agent or the Lenders from exercising any other right, power, remedy or privilege pursuant to the Credit Agreement. 3.02 NO DEFAULT OR EVENT OF DEFAULT. On the date of effectiveness of the amendments herein, the Parent Guarantor, the Subsidiary Guarantors and the Borrower shall be deemed to have certified to the Lenders and the Agent that, after giving effect to the amendments contained herein, on such date no Default or Event of Default is in existence, and all of their representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date thereof with the same effect as if made on and as of such date (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date). 3.03 HEADINGS. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect. 3.04 APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. 3.05 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 and delivered shall be deemed an original, but all such counterparts together shall constitute one and the same instrument. 3.06 GUARANTOR CONSENT. Without affecting in any way the provisions of the Guarantee pursuant to which each of the Guarantors waives its right to consent to changes in the Loan Documents and agrees that its obligations under the Guarantee remain in full force and effect notwithstanding any such change, by its signature below, each Guarantor hereby consents to the amendments provided for herein and agrees that the Guarantee is and remains in full force and effect and applies to the Credit Agreement and the other Loan Documents as amended hereby. [REMAINDER OF PAGE INTENTIONALLY BLANK] -3- IN WITNESS WHEREOF, the parties have entered into this Agreement on the date first above written. "PARENT GUARANTOR" Riddell Sports Inc. By: /s/ David Groelinger ------------------------------------------ Title: Executive Vice President "BORROWERS" Riddell, Inc. By: /s/ David Groelinger ------------------------------------------ Title: Executive Vice President All American Sports Corporation By: /s/ David Groelinger ------------------------------------------ Title: Executive Vice President Varsity Spirit Fashions & Supplies, Inc. By: /s/ David Groelinger ------------------------------------------ Title: Executive Vice President Varsity Spirit Corporation By: /s/ David Groelinger ------------------------------------------ Title: Executive Vice President -4- "SUBSIDIARY GUARANTORS" Equilink Licensing Corp. By: /s/ David Groelinger ------------------------------------------ Title: Executive Vice President MacMark Corporation By: /s/ David Groelinger ------------------------------------------ Title: Executive Vice President RHC Licensing Corp. By: /s/ David Groelinger ------------------------------------------ Title: Executive Vice President Ridmark Corporation By: /s/ David Groelinger ------------------------------------------ Title: Executive Vice President Proacq. Corp. By: /s/ David Groelinger ------------------------------------------ Title: Executive Vice President Varsity USA, Inc. By: /s/ David Groelinger ------------------------------------------ Title: Executive Vice President -5- Varsity/Intropa Tours, Inc. By: /s/ David Groelinger ------------------------------------------ Title: Executive Vice President International Logos, Inc. By: /s/ David Groelinger ------------------------------------------ Title: Executive Vice President "LENDERS" Bank of America, N.A., as a Lender By: /s/ Ira Mermelstein ------------------------------------ Title: Vice President American National Bank and Trust Company of Chicago, as a Lender By: /s/ Martha Gaskin ----------------------------------------- Title: Vice President "AGENT" Bank of America, N.A., as the Agent By: /s/ Ira Mermelstein ------------------------------------------ Title: Vice President -6- AMENDMENT NO. 5 TO LOAN, GUARANTY AND SECURITY AGREEMENT This AMENDMENT NO. 5 (the "AMENDMENT") is dated as of December 31, 2000 and entered into by and among Riddell Sports Inc., a Delaware corporation (the "PARENT GUARANTOR"), each of Riddell, Inc., an Illinois corporation, All American Sports Corporation, a Delaware corporation, Varsity Spirit Corporation, a Tennessee corporation, and Varsity Spirit Fashions & Supplies, Inc., a Minnesota corporation, (collectively, the "BORROWER"), each of the Subsidiary Guarantors (as defined in the Credit Agreement referred to below), each of Bank of America, N.A. (f/k/a Bank of America National Trust and Savings Association) and American National Bank and Trust Company of Chicago (collectively, the "LENDERS") and Bank of America, N.A., as agent (the "AGENT"). RECITALS WHEREAS, the parties hereto entered into the Loan, Guaranty and Security Agreement dated as of April 20, 1999 (amended by Amendment No. 1 thereto, Amendment No. 2 thereto, Amendment No. 3 thereto, Amendment No.4 thereto and as further amended, amended and restated, supplemented or otherwise modified, the "Credit AGREEMENT"). Capitalized terms used herein without definition shall have the meanings assigned to them in the Credit Agreement; WHEREAS, the parties hereto desire to make certain amendments to the Credit Agreement as set forth below; and NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows: Article I AMENDMENTS TO THE CREDIT AGREEMENT 1.01 AMENDMENT TO SECTION 9.23. SECTION 9.23 of the Credit Agreement is hereby amended by deleting the number "$3,250,000" opposite "12/31/00" and inserting in lieu thereof the number "$3,700,000," and by deleting the number "$2,500,000" opposite "12/31/01 and inserting in lieu thereof the number "$3,250,000." 1.02 AMENDMENT TO SECTION 9.24. SECTION 9.24 of the Credit Agreement is hereby amended by deleting the number "$4,000,000" opposite "12/31/00" and inserting in lieu thereof the number "$4,250,000," and by deleting the number "$4,500,000" opposite "12/31/01" and inserting in lieu thereof the number "$5,000,000." Article II EFFECTIVENESS OF AMENDMENTS This Amendment shall become effective on the opening of business in New York on the Business Day on which the Agent notifies the Borrower that it has executed a counterpart signature page of this Amendment, and has received executed counterpart signature pages of this Amendment from the Borrower, the Parent Guarantor, the Subsidiary Guarantors and the Lenders. Article III MISCELLANEOUS 3.01 REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS. (a) This Amendment modifies the Credit Agreement to the extent set forth herein, is hereby incorporated by reference into the Credit Agreement and is made a part thereof. On and after the effective date, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import referring to the Credit Agreement, and each reference in 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) Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. (c) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Lenders or the Agent under the Credit Agreement or any of the other Loan Documents. This Amendment is limited to the precise terms hereof and shall not operate as a present or future waiver of any similar or other provisions of the Credit Agreement not expressly provided for herein, nor shall this Amendment prevent the Agent or the Lenders from exercising any other right, power, remedy or privilege pursuant to the Credit Agreement. 3.02 NO DEFAULT OR EVENT OF DEFAULT. On the date of effectiveness of the amendments herein, the Parent Guarantor, the Subsidiary Guarantors and the Borrower shall be deemed to have certified to the Lenders and the Agent that, after giving effect to the amendments contained herein, on such date no Default or Event of Default is in existence, and all of their representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date 2 thereof with the same effect as if made on and as of such date (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date). 3.03 HEADINGS. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect. 3.04 APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. 3.05 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 and delivered shall be deemed an original, but all such counterparts together shall constitute one and the same instrument. 3.06 GUARANTOR CONSENT. Without affecting in any way the provisions of the Guarantee pursuant to which each of the Guarantors waives its right to consent to changes in the Loan Documents and agrees that its obligations under the Guarantee remain in full force and effect notwithstanding any such change, by its signature below, each Guarantor hereby consents to the amendments provided for herein and agrees that the Guarantee is and remains in full force and effect and applies to the Credit Agreement and the other Loan Documents as amended hereby. [REMAINDER OF PAGE INTENTIONALLY BLANK] 3 IN WITNESS WHEREOF, the parties have entered into this Agreement on the date first above written. "PARENT GUARANTOR" Riddell Sports Inc. By: /s/ David Groelinger -------------------------------- Title: Executive Vice President "BORROWERS" Riddell, Inc. By: /s/ David Groelinger -------------------------------- Title: Executive Vice President All American Sports Corporation By: /s/ David Groelinger -------------------------------- Title: Executive Vice President Varsity Spirit Fashions & Supplies, Inc. By: /s/ David Groelinger -------------------------------- Title: Executive Vice President Varsity Spirit Corporation By: /s/ David Groelinger -------------------------------- Title: Executive Vice President 4 "SUBSIDIARY GUARANTORS" Equilink Licensing Corp. By: /s/ David Groelinger -------------------------------- Title: Executive Vice President MacMark Corporation By: /s/ David Groelinger -------------------------------- Title: Executive Vice President RHC Licensing Corp. By: /s/ David Groelinger -------------------------------- Title: Executive Vice President Ridmark Corporation By: /s/ David Groelinger -------------------------------- Title: Executive Vice President Proacq. Corp. By: /s/ David Groelinger -------------------------------- Title: Executive Vice President 5 Varsity USA, Inc. By: /s/ David Groelinger -------------------------------- Title: Executive Vice President Varsity/Intropa Tours, Inc. By: /s/ David Groelinger -------------------------------- Title: Executive Vice President International Logos, Inc. By: /s/ David Groelinger -------------------------------- Title: Executive Vice President "LENDERS" Bank of America, N.A., as a Lender By: /s/ Ira Mermelstein -------------------------------- Title: Vice President American National Bank and Trust Company of Chicago, as a Lender By: /s/ Martha Gaskin -------------------------------- Title: Vice President "AGENT" Bank of America, N.A., as the Agent By: /s/ Ira Mermelstein -------------------------------- Title: Vice President 6