Exhibit 10.31
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FIRST AMENDMENT TO CREDIT AGREEMENT
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among
THE FINISH LINE, INC.,
the LENDERS Signatory Hereto
and
NATIONAL CITY BANK OF INDIANA, as Agent
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Dated as of March 16, 2001
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TABLE OF CONTENTS
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PART I. AMENDATORY PROVISIONS.......................................... 1
SECTION 1 Definitions....................................... 1
1.1 Defined Terms..................................... 1
SECTION 6 Covenants......................................... 3
6.17 Consolidated Tangible Net Worth................... 3
6.18 Leverage Ratio.................................... 3
6.25 Restructuring Charges............................. 4
PART II CONTINUING EFFECT.............................................. 4
PART III CONDITIONS PRECEDENT........................................... 5
PART IV INDEPENDENT CREDIT DECISION.................................... 5
FIRST AMENDMENT TO CREDIT AGREEMENT
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THIS FIRST AMENDMENT made as of the 16th day of March, 2001, by and among
THE FINISH LINE, INC. ("Borrower"), the LENDERS party hereto, and NATIONAL CITY
BANK OF INDIANA, as agent for the Lenders hereunder (in such capacity, the
"Agent");
W I T N E S S E T H:
WHEREAS, as of September 20, 2000, the Borrower, the lenders party thereto
and the Agent entered into a certain Credit Agreement (the "Agreement"); and
WHEREAS, the parties desire to amend the Agreement to, among other things,
revise certain financial covenants contained therein and to add an additional
pricing level, all subject to the terms contained herein;
NOW, THEREFORE, in consideration of the premises, and the mutual promises
herein contained, the parties agree that the Agreement shall be, and it hereby
is, amended as provided herein and the parties further agree as follows:
PART I. AMENDATORY PROVISIONS
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SECTION 1.
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Definitions
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1.1 Defined Terms.
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Section 1.1 of the Agreement is hereby amended by substituting the
following definitions in lieu of the like existing definitions:
"Applicable Facility Fee" means the per annum fee payable to the Agent
for the pro rata benefit of the Lenders as determined pursuant to Section
2.5, which shall be based on the Leverage Ratio and determined by reference
to the following table:
Leverage Ratio Applicable Facility Fee
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Level 1 Less than 2.0 to 1.0 0.10%
Level 2 Equal to or greater than
2.0 to 1.0 but less than
2.50 to 1.0 0.15%
Level 3 Equal to or greater than
2.50 to 1.0 but less than
3.0 to 1.0 0.175%
▇▇▇▇▇ ▇ Equal to or greater than
3.0 to 1.0 but less than
3.50 to 1.0 0.20%
Level 5 Equal to or greater than
3.50 to 1.0 but less than
4.0 to 1.0 0.25%
Level 6 Equal to or greater than
4.0 to 1.0 0.30%
The Applicable Facility Fee for Level 4 shall initially apply and shall be
subject to adjustment quarterly (upwards or downwards, as appropriate) based on
the Leverage Ratio in accordance with the table set forth above. The Leverage
Ratio shall be determined by the Agent (which determination if made in good
faith shall be conclusive absent manifest error) based on the Financial
Statements. The adjustment, if any, to the Applicable Facility Fee shall be
effective beginning on the fifth (5th) Business Day after the delivery of such
Financial Statements. In the event that Borrower shall at any time fail to
furnish to the Agent in timely fashion the Financial Statements required to be
delivered pursuant to Section 6.1, together with the Compliance Certificate to
be delivered with respect thereto, the Applicable Facility Fee for Level 6 shall
apply until the fifth (5th) Business Day after such Financial Statements and
Compliance Certificate are so delivered. In no event shall the Applicable
Facility Fee be adjusted downward if there exists a Default on the date on which
such downward adjustment would otherwise become effective until such time as the
Default has been cured, waived or ceases to exist. The provisions of this
definition are not intended to, and shall not be construed to, authorize any
violation by Borrower of any financial covenant contained in this Agreement.
"Applicable Margin" means the incremental margin to be paid by Borrower on
LIBOR Loans hereunder and on Letters of Credit issued hereunder, which margin
shall be based on the Leverage Ratio and determined by reference to the
following table:
Leverage Ratio Applicable Margin
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Letters
LIBOR Loans of Credit
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Level 1 Less than 2.0 to 1.0 .50% .50%
Level 2 Equal to or greater than
2.0 to 1.0 but less than
2.50 to 1.0 .75% .75%
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Level 3 Equal to or greater than
2.50 to 1.0 but less than
3.0 to 1.0 1.0% 1.0%
Level 4 Equal to or greater than
3.0 to 1.0 but less than
3.50 to 1.0 1.25% 1.25%
Level 5 Equal to or greater than
3.50 to 1.0 but less than
4.0 to 1.0 1.50% 1.50%
Level 6 Equal to or greater than
4.0 to 1.0 1.75% 1.75%
The Applicable Margin for Level 4 shall initially apply and shall be subject to
adjustment quarterly (upwards or downwards, as appropriate) based on the
Leverage Ratio in accordance with the table set forth above. The Leverage Ratio
shall be determined by the Agent (which determination if made in good faith
shall be conclusive absent manifest error) based on the Financial Statements.
The adjustment, if any, to the Applicable Margin shall be effective beginning on
the fifth (5th) Business Day after the delivery of such Financial Statements.
In the event that Borrower shall at any time fail to furnish to the Agent in
timely fashion the Financial Statements required to be delivered pursuant to
Section 6.1, together with the Compliance Certificate to be delivered with
respect thereto, the Applicable Margin for Level 6 shall apply until the fifth
(5th) Business Day after such Financial Statements and Compliance Certificate
are so delivered. In no event shall the Applicable Margin be adjusted downward
if there exists a Default on the date on which such downward adjustment would
otherwise become effective until such time as the Default has been cured, waived
or ceases to exist. The provisions of this definition are not intended to, and
shall not be construed to, authorize any violation by Borrower of any financial
covenant contained in this Agreement.
SECTION 6
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Covenants
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6.17. Consolidated Tangible Net Worth. Section 6.17 of the Agreement is
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hereby amended by adding a new sentence at the end thereof as follows:
For purposes of testing the Consolidated Tangible Net Worth for
compliance with this Section 6.17 for the fiscal quarters ending
March 3, 2001 through and including December 1, 2001, an amount equal
to Nine Million Eight Hundred Sixty-Five Thousand Six Hundred Fifty-
Four Dollars ($9,865,654) (which represents the after-tax equivalent
of the noncash portion of restructuring charges permitted under
Section 6.25) shall be added to Borrower=s actual Consolidated
Tangible Net Worth.
6.18. Leverage Ratio. Section 6.18 of the Agreement is hereby amended by
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adding a new sentence at the end thereof as follows:
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For purposes of testing the Leverage Ratio for compliance with this
Section 6.18 for the fiscal quarters ending March 3, 2001 through and
including December 1, 2001, the denominator within the definition of
Leverage Ratio shall be increased by an amount equal to Fifteen
Million Six Hundred Fifty-Nine Thousand Seven Hundred Sixty-Nine
Dollars ($15,659,769) (which represents the pre-tax noncash portion
of the restructuring charges permitted under Section 6.25).
6.25. Restructuring Charges. Section 6 of the Agreement is hereby amended
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by adding a new Section 6.25 as follows:
6.25. Restructuring Charges. Borrower shall not incur restructuring
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charges in excess of Twenty-Five Million Dollars ($25,000,000) in the
aggregate for the period commencing with the fiscal quarter ending March 3,
2001 through the fiscal quarter ending December 1, 2001.
PART II. CONTINUING EFFECT
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Except as expressly modified herein:
(a) All terms, conditions, representations, warranties and covenants
contained in the Agreement shall remain the same and shall continue in full
force and effect, interpreted, wherever possible, in a manner consistent
with this First Amendment; provided, however, in the event of any
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irreconcilable inconsistency, this First Amendment shall control;
(b) The representations and warranties contained in the Agreement
shall survive this First Amendment in their original form as continuing
representations and warranties of Borrower; and
(c) Capitalized terms used in this First Amendment, and not
specifically herein defined, shall have the meanings ascribed to them in
the Agreement.
In consideration hereof, Borrower represents, warrants, covenants and agrees
that:
(aa) Each representation and warranty set forth in the Agreement, as
hereby amended, remains true and correct as of the date hereof in all
material respects, except to the extent that such representation and
warranty is expressly intended to apply solely to an earlier date and
except changes reflecting transactions permitted by the Agreement;
(bb) There currently exist no offsets, counterclaims or defenses to
the performance of the Obligations (such offsets, counterclaims or
defenses, if any, being hereby expressly waived);
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(cc) There has not occurred any Default or Unmatured Default; and
(dd) After giving effect to this First Amendment and any transactions
contemplated hereby, no Default or Unmatured Default is or will be
occasioned hereby or thereby.
PART III. CONDITIONS PRECEDENT
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Notwithstanding anything contained in this First Amendment to the contrary,
this First Amendment shall not become effective until each of the following
conditions precedent have been fulfilled to the satisfaction of the Agent:
(a) The Agent shall have received each of the following, in form and
substance satisfactory to the Agent:
(i) Counterparts of this First Amendment duly executed by the
Agent, Borrower and the Required Lenders;
(ii) A duly executed certificate of the Secretary or any Assistant
Secretary of Borrower (A) certifying as to the effectiveness of
Resolutions of the Board of Directors of Borrower that previously
authorized the execution, delivery and performance of amendments to
the Agreement, and (B) certifying as complete and correct as to
attached copies of the Articles of Incorporation and By-Laws of
Borrower or certifying that such Articles of Incorporation or By-Laws
have not been amended (except as shown) since the previous delivery
thereof to the Agent;
(b) A fee shall be paid by Borrower to the Agent for the pro rata
benefit of each Lender that has delivered and executed a counterpart of
this First Amendment by March 16, 2001 in an amount equal to .05% of such
Lender's aggregate Commitment;
(c) All legal matters incident to this First Amendment shall be
reasonably satisfactory to the Agent and its counsel.
PART IV. INDEPENDENT CREDIT DECISION
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Each Lender acknowledges that it has, independently and without reliance
upon the Agent or any other Lender, based on such documents and information as
it has deemed appropriate, made its own credit analysis and decision to enter
into this First Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be executed by their respective officers duly authorized as of the date first
above written.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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SIGNATURE PAGE OF
THE FINISH LINE, INC.
TO
FIRST AMENDMENT TO CREDIT AGREEMENT
THE FINISH LINE, INC.
By:________________________________
Title:______________________________
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SIGNATURE PAGE OF
NATIONAL CITY BANK OF INDIANA
TO
FIRST AMENDMENT TO CREDIT AGREEMENT
NATIONAL CITY BANK OF INDIANA,
individually and as Agent
By:________________________________
Title:_____________________________
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SIGNATURE PAGE OF
UNION PLANTERS BANK, NATIONAL ASSOCIATION
TO
FIRST AMENDMENT TO CREDIT AGREEMENT
UNION PLANTERS BANK, NATIONAL
ASSOCIATION
By:________________________________
Title:_____________________________
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SIGNATURE PAGE OF
FIRSTAR BANK, N.A.
TO
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRSTAR BANK, N.A.
By:________________________________
Title:_____________________________
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SIGNATURE PAGE OF
THE NORTHERN TRUST COMPANY
TO
FIRST AMENDMENT TO CREDIT AGREEMENT
THE NORTHERN TRUST COMPANY
By:________________________________
Title:______________________________
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SIGNATURE PAGE OF
LASALLE BANK NATIONAL ASSOCIATION
TO
FIRST AMENDMENT TO CREDIT AGREEMENT
LASALLE BANK NATIONAL
ASSOCIATION
By:________________________________
Title:_____________________________
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