EXHIBIT 10.44
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT to Credit Agreement (the "Amendment") is
made as of this 26th day of March, 1997, by and among Sportmart, Inc.
("Borrower"), BT Commercial Corporation, as agent (in its capacity as
agent, "Agent") and BT Commercial Corporation (in its capacity as
lender, "BTCC"), Sanwa Business Credit Corporation ("Sanwa"), LaSalle
National Bank ("LaSalle"), Fleet Capital Corporation ("Fleet"), ▇▇▇▇▇▇
Financial, Inc. ("▇▇▇▇▇▇"), National Bank of Canada ("NBC"), American
National Bank and Trust Company of Chicago ("American National") and
IBJ ▇▇▇▇▇▇▇▇ Bank and Trust Company ("IBJ"), as Lenders (BTCC, Sanwa,
LaSalle, Fleet, ▇▇▇▇▇▇, NBC, American National and IBJ referred to
collectively as "Lenders")
W I T N E S S E T H:
WHEREAS, Borrower, Agent and Lenders are parties to that certain
Credit Agreement dated as of September 6, 1996 as amended by that
certain Consent and First Amendment to Credit Agreement dated as of
November 21, 1996 and that certain Consent and Second Amendment dated
as of January 17, 1997 (as so amended, the "Credit Agreement"); and
WHEREAS, Borrower has requested that Agent and Lenders provide
for certain amendments to 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 of
which is hereby acknowledged, and subject to the terms and conditions
hereof, the parties hereto hereby 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 Section 8.1 of the Credit Agreement is hereby amended
by deleting such section in its entirety and inserting the
following in lieu thereof:
"8.1 Consolidated Book Net Worth. The Borrower shall
maintain the Consolidated Book Net Worth of not less
than the amount set forth below for the applicable
period:
Period Amount
From the date hereof $70,000,000
until May 5, 1997
May 5, 1997 through $72,000,000
August 5, 1997
At all times thereafter $75,000,000"
2.2 Section 8.4 of the Credit Agreement is hereby amended
by deleting the first two sentences thereof in their
entirety and inserting the following in lieu thereof:
"The Borrower shall not make payments for Capital
Expenditures in excess of $10,000,000 for Fiscal Year
1997 and in excess of $16,000,000 for any fiscal year
thereafter."
2.3 All other provisions of the Credit Agreement shall
remain unchanged.
SECTION 3. REAFFIRMATION BY BORROWER. Borrower hereby
represents and warrants to Agent and Lender that (i) the
representations and warranties set forth in Section 6 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 Lenders have granted their consent; (ii) Borrower
is on the date hereof in compliance with all of the terms and
provisions set forth in the Credit Agreement as hereby amended; and
(iii) upon execution hereof no Default or Event of Default has
occurred and is continuing or has not previously been waived.
SECTION 4. FULL FORCE AND EFFECT. Except as herein amended, the
Credit Agreement and all other Credit Documents shall remain in full
force and effect.
SECTION 5. 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.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment on the day and year specified above.
BORROWER:
SPORTMART, INC.
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: EXECUTIVE VICE PRESIDENT -
CHIEF FINANCIAL OFFICER
AGENT:
BT COMMERCIAL CORPORATION
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: ASSOCIATE
LENDER:
BT COMMERCIAL CORPORATION
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: ASSOCIATE
LENDER:
SANWA BUSINESS CREDIT
CORPORATION
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇
Title: VICE PRESIDENT
LENDER:
LASALLE NATIONAL BANK
By: /S/ ▇▇▇▇ ▇. LANSLIONI
Name: ▇▇▇▇ ▇. LANSLIONI
Title: VICE PRESIDENT
LENDER:
FLEET CAPITAL CORPORATION
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VICE PRESIDENT
LENDER:
▇▇▇▇▇▇ FINANCIAL, INC.
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: SENIOR VICE PRESIDENT
LENDER:
NATIONAL BANK OF CANADA
By: /S/ ▇. ▇▇▇▇▇▇▇▇▇ - ▇.▇. ▇▇▇▇▇▇, ▇▇.
Name: ▇. ▇▇▇▇▇▇▇▇▇ - ▇.▇. ▇▇▇▇▇▇, ▇▇.
Title: V. P. - V.P. & REGION MGR.
LENDER:
AMERICAN NATIONAL BANK
AND TRUST COMPANY OF CHICAGO
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: FINANCE VICE PRESIDENT
LENDER:
IBJ ▇▇▇▇▇▇▇▇ BANK AND
TRUST COMPANY
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: VICE PRESIDENT