EXHIBIT 4.g
AMENDMENT NO. 1 TO SECOND AMENDED
AND RESTATED LOAN AND SECURITY AGREEMENT
AMENDMENT, dated as of November 20, 2002, by and among Congress Financial
Corporation (Central), in its capacity as agent (in such capacity, "Agent")
acting for and on behalf of Lenders (as hereinafter defined), Huffy Corporation
("Huffy"), Royce Union Bicycle Company ("Royce"), Huffy Service First, Inc.
("Huffy Service"), American Sports Design Company ("American"), Gen-X Sports
Inc., formerly known as HSGC, Inc. ("Gen-X") and Gen-X Sports Canada Inc., as
successor by amalgamation with HSGC Canada, Inc. ("Gen-X Canada" and together
with Huffy, Royce, Huffy Service, American and Gen-X, each individually, a
"Borrower" and collectively, the "Borrowers"), Huffy Risk Management, Inc.
("HRMI"), Huffy Brands Company, as successor by merger with Hufco Company
("Huffy Brands"), HCAC, Inc., formerly known as True Temper Hardware Company
("HCAC"), Hufco-Delaware Company, formerly known as ▇▇▇▇▇ Baby Products Company
("Hufco-Delaware"), Huffy Sports, Inc., formerly known as ▇▇▇▇▇ ▇▇▇▇ Products
Company ("Huffy Sports"), ▇▇▇▇▇▇▇ Company ("▇▇▇▇▇▇▇"), Creative Retail Services,
Inc. ("Creative"), Creative Retail Services (Canada) ("Canada"), Gen-X Sports
Outlet Inc., formerly known as 1489055 Ontario Limited ("Outlet"), ▇▇▇▇▇ ▇▇▇▇▇▇
Golf Company ("Armour"), ▇▇▇▇▇ Snowboards Inc. ("▇▇▇▇▇"), Gen-X Sports Sarl
("Gen-X Swiss"), Gen-X Sports Ltd. ("Limited"), First Team Sports, Inc. ("First
Team"), Hespeler Hockey Holding, Inc. ("Hespeler"), and Lehigh Avenue Property
Holdings, Inc. ("Lehigh" and together with HRMI, Huffy Brands, HCAC,
Hufco-Delaware, Huffy Sports, ▇▇▇▇▇▇▇, Creative, Creative Canada, Outlet,
▇▇▇▇▇▇, ▇▇▇▇▇, Gen-X Swiss, Limited, First Team and Hespeler, each individually,
a "Guarantor" and collectively, "Guarantors").
W I T N E S S E T H :
WHEREAS, Agent, Lenders, Borrowers and Guarantors have entered into
financing arrangements pursuant to which Agent and Lenders may make loans and
advances and provide other financial accommodations to Borrowers as set forth in
the Second Amended and Restated Loan and Security Agreement, dated as of
September 19, 2002, by and among Agent, Borrowers, Guarantors and the financial
institutions from time to time parties thereto as lenders ("Lenders"), whether
by execution thereof or of an Assignment and Acceptance (as amended hereby and
as the same may hereafter be further amended, modified, supplemented, extended,
renewed, restated or replaced, the "Loan Agreement", and together with all
agreements, documents and instruments at any time executed and/or delivered in
connection therewith or related thereto, as from time to time amended and
supplemented, collectively, the "Financing Agreements");
WHEREAS, Borrowers have requested that Agent and Lenders increase the
Maximum Credit for a thirty (30) day period and Agent and Lenders are willing to
agree to such request, subject to the terms and conditions contained herein; and
WHEREAS, by this Amendment ▇▇. ▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, Borrowers and Guarantors
desire and intend to evidence such amendment.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
and covenants contained herein, the parties hereto agree as follows:
1. DEFINITIONS.
(a) ADDITIONAL DEFINITION. As used herein, the term "Amendment No. 1"
shall mean this Amendment No. 1 to Second Amended and Restated Loan and Security
Agreement, as the same now exists or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced.
(b) INTERPRETATION. For purposes of this Amendment No. 1, unless
otherwise defined herein, all terms used herein, including, but not limited to,
those terms used and/or defined in the recitals above, shall have the respective
meanings assigned to such terms in the Loan Agreement.
2. MAXIMUM CREDIT. Section 1.89 of the Loan Agreement is hereby deleted in
its entirety and the following substituted therefor:
"1.89 "Maximum Credit" shall mean $80,000,000 at all times from
November 20, 2002 through and including December 19, 2002 and
$75,000,000 at all other times."
3. AMENDMENT FEE. In consideration of the amendment set forth herein
Borrowers shall on the date hereof, pay to Agent or Agent, at its option, may
charge the account of Borrowers maintained by Agent, a supplemental loan fee in
the amount of $25,000, for the sole account of Congress Financial Corporation
(Central), which fee is fully earned as of the date hereof and shall constitute
part of the Obligations.
4. ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS. Each Borrower and
Guarantor, jointly and severally, represents, warrants and covenants with and to
Agent and Lenders as follows, which representations, warranties and covenants
are continuing and shall survive the execution and delivery hereof, and the
truth and accuracy of, or compliance with each, together with the
representations, warranties and covenants in the other Financing Agreements,
being a continuing condition of the making of Loans by Agent or any Lender to
Borrowers:
(a) no Event of Default and no event, act or condition which with
notice or passage of time or both would constitute an Event of Default, exists
or has occurred as of the date of this Amendment No. 1; and
(b) this Amendment No. 1 has been duly executed and delivered by each
Borrower and Guarantor and is in full force and effect as of the date hereof and
the agreements and obligations of each Borrower and Guarantor contained herein
constitute legal, valid and binding obligations of each Borrower and Guarantor
enforceable against each of them in accordance with their respective terms.
5. CONDITIONS PRECEDENT. The effectiveness of the amendments contained
herein shall be subject to the satisfaction of each of the following, in a
manner satisfactory to Agent and its counsel:
(a) Agent shall have received this Amendment No. 1 duly authorized,
executed and delivered by the parties hereto; and
(b) no Event of Default, or event, act or condition which with notice
or passage of time or both would constitute an Event of Default, shall exist or
have occurred.
6. EFFECT OF THIS AMENDMENT. Except as expressly set forth herein, no other
amendments, consents, changes or modifications to the Financing Agreements are
intended or implied, and in all other respects the Financing Agreements are
hereby specifically ratified, restated and confirmed by all parties hereto as of
the effective date hereof and Borrowers shall not be entitled to any other or
further amendment or consent by virtue of the provisions of this Amendment No. 1
or with respect to the subject matter of this Amendment No. 1. To the extent of
conflict between the terms of this Amendment No. 1 and the other Financing
Agreements, the terms of this Amendment No. 1 shall control. The Loan Agreement
and this Amendment No. 1 shall be read and construed as one agreement.
7. FURTHER ASSURANCES. The parties hereto shall execute and deliver such
additional documents and take such additional action as may be necessary or
desirable to effectuate the provisions and purposes of this Amendment No. 1.
8. GOVERNING LAW. The validity, interpretation and enforcement of this
Amendment No. 1 and the other Financing Agreements and any dispute arising out
of the relationship between the parties hereto whether in contract, tort, equity
or otherwise, shall be governed by the internal laws of the State of Illinois
but excluding any principles of conflicts of law or other rule of law that would
cause the application of the law of any jurisdiction other than the laws of the
State of Illinois.
9. BINDING EFFECT. This Amendment No. 1 shall be binding upon and inure to
the benefit of each of the parties hereto and their respective successors and
assigns.
10. HEADINGS. The headings listed herein are for convenience only and do
not constitute matters to be construed in interpreting this Amendment No. 1.
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11. COUNTERPARTS. This Amendment No. 1 may be executed in any number of
counterparts, each of which shall be an original and all of which shall together
constitute but one and the same agreement. In making proof of this Amendment No.
1, it shall not be necessary to produce or account for more than one counterpart
thereof signed by each of the parties hereto. Delivery of an executed
counterpart of this Amendment No. 1 by telefacsimile shall have the same force
and effect as delivery of an original executed counterpart of this Amendment No.
1. Any party delivering an executed counterpart of this Amendment No. 1 by
telefacsimile also shall deliver an original executed counterpart of this
Amendment No. 1, but the failure to deliver an original executed counterpart
shall not affect the validity, enforceability, and binding effect of this
Amendment No. 1 as to such party or any other party.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be duly executed and delivered by their authorized officers as of the day and
year first above written.
BORROWERS:
ROYCE UNION BICYCLE COMPANY HUFFY CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------- -----------------------------------
Title: Vice President and Treasurer Title: Vice President - Finance
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HUFFY SERVICE FIRST, INC. AMERICAN SPORTS DESIGN COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------- -----------------------------------
Title: Treasurer Title: Vice President and Treasurer
---------------------------- --------------------------------
GEN-X SPORTS INC. GEN-X SPORTS CANADA INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------- -----------------------------------
Title: Vice President - Treasurer Title: Treasurer
---------------------------- --------------------------------
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GUARANTORS:
HUFFY BRANDS COMPANY HUFCO-DELAWARE COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Vice President and Treasurer Title: Treasurer
---------------------------- --------------------------------
HUFFY RISK MANAGEMENT, INC. HUFFY SPORTS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------- -----------------------------------
Title: Vice President - Finance Title: Treasurer
---------------------------- --------------------------------
HCAC, INC. ▇▇▇▇▇▇▇ COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Treasurer Title: Treasurer
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CREATIVE RETAIL SERVICES, INC. ▇▇▇▇▇ ▇▇▇▇▇▇ GOLF COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------- -----------------------------------
Title: Treasurer Title: Treasurer
---------------------------- --------------------------------
▇▇▇▇▇ SNOWBOARDS INC. GEN-X SPORTS SARL
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Title: Treasurer Title: Director
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GEN-X SPORTS LTD. FIRST TEAM SPORTS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Treasurer Title: Treasurer
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HESPELER HOCKEY HOLDING, INC. LEHIGH AVENUE PROPERTY
HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------- -----------------------------------
Title: Treasurer Title: Treasurer
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CREATIVE RETAIL SERVICES GEN-X SPORTS OUTLET INC.
(CANADA), INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------- -----------------------------------
Title: Treasurer Title: Treasurer
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GEN-X SPORTS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Vice President - Treasurer
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AGENT:
CONGRESS FINANCIAL CORPORATION
(CENTRAL), as Agent
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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US LENDER:
CONGRESS FINANCIAL CORPORATION
(CENTRAL)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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CANADIAN LENDER:
CONGRESS FINANCIAL CORPORATION
(CANADA)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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