EXHIBIT 10.1
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
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This First Amendment to Amended and Restated Loan and Security
Agreement (the "First Amendment") is made as of the 8/th/ day of June, 2001 by
and between
Fleet Retail Finance Inc. (in such capacity, the "Agent"), as Agent
for the Lenders party to a certain Amended and Restated Loan and
Security Agreement dated as of August 3, 2000,
the Lenders party thereto, and
and
Each of the following corporations (collectively, and each
individually, the "Borrower"), each of which has its principal
executive offices at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇:
The Sports Authority, Inc. (A Delaware corporation)
The Sports Authority Florida, Inc. (A Florida corporation)
The Sports Authority Michigan, Inc. (A Michigan corporation)
Authority International, Inc. (A Delaware corporation)
and
The Sports Authority, Inc., a Delaware corporation with its principal
executive offices at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ in the additional capacity as the
"Lead Borrower"
and
The Sports Authority, Inc., a Delaware corporation with its principal
executive offices at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇ in the additional capacity as the "Parent"
in consideration of the mutual covenants herein contained and benefits to be
derived herefrom.
W I T N E S S E T H:
WHEREAS, on August 3, 2000, the Agent, the Lenders and the Borrowers
entered in a certain Amended and Restated Loan and Security Agreement (the
"Agreement"); and
WHEREAS, the Lead Borrower has requested that the Agent and the
Lenders agree to amend the Agreement to permit the Borrowers to increase the
amount of Permitted Repurchases which the Borrowers are permitted to make under
the Agreement; and
WHEREAS, the Agent, the Lenders, and the Borrowers desire to modify
certain of the provisions of the Agreement as set forth herein.
NOW, THEREFORE, it is hereby agreed among the Agent, the Lenders and
the Borrowers as follows:
1. Capitalized Terms. All capitalized terms used herein and not
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otherwise defined shall have the same meaning herein as in the
Agreement.
2. Amendment to Article 4. Section 4-19(b)(iii) of the Agreement is
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hereby deleted in its entirety.
3. Ratification of Loan Documents. Except as provided herein, all
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terms and conditions of the Agreement on the other Loan Documents
remain in full force and effect.
4. Miscellaneous.
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(a) This First Amendment may be executed in several
counterparts and by each party on a separate counterpart, each of
which when so executed and delivered shall be an original, and
all of which together shall constitute one instrument.
(b) This First Amendment expresses the entire understanding
of the parties with respect to the transactions contemplated
hereby. No prior negotiations or discussions shall limit, modify,
or otherwise affect the provisions hereof.
(c) Any determination that any provision of this First
Amendment or any application hereof is invalid, illegal or
unenforceable in any respect and in any instance shall not affect
the validity, legality, or enforceability of such provision in
any other instance, or the validity, legality or enforceability
of any other provisions of this First Amendment.
(d) The Borrower shall pay on demand all costs and expenses
of the Agent and each Lender, including, without limitation,
reasonable attorneys' fees in connection with the preparation,
negotiation, execution and delivery of this First Amendment.
IN WITNESS WHEREOF, the parties have hereunto caused this First Amendment
to be executed and their seals to be hereto affixed as of the date first above
written.
The "Borrowers" :
The "Lead Borrower" :
The "Parent" :
THE SPORTS AUTHORITY, INC.
By_________________________________
Print Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: SVP and Treasurer
THE SPORTS AUTHORITY FLORIDA, INC.
By_________________________________
Print Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: SVP and Treasurer
THE SPORTS AUTHORITY MICHIGAN, INC.
By_________________________________
Print Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: SVP and Treasurer
AUTHORITY INTERNATIONAL, INC.
By_________________________________
Print Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: SVP and Treasurer
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The "Agent" :
FLEET RETAIL FINANCE INC.
By_________________________________
Print Name:________________________________
Title:________________________________
The "Lenders" :
FLEET RETAIL FINANCE INC.
By_________________________________
Print Name:________________________________
Title:________________________________
FOOTHILL CAPITAL CORPORATION
By_________________________________
Print Name:________________________________
Title:________________________________
▇▇▇▇▇▇ FINANCIAL, INC.
By_________________________________
Print Name:________________________________
Title:________________________________
BANK OF AMERICA, N.A.
By_________________________________
Print Name:________________________________
Title:________________________________
4
CITIZENS BUSINESS CREDIT, A DIVISION OF
CITIZENS LEASING CORPORATION
By_________________________________
Print Name:________________________________
Title:________________________________
FLEET CAPITAL CORPORATION
By_________________________________
Print Name:________________________________
Title:________________________________
LASALLE BUSINESS CREDIT, INC.
By_________________________________
Print Name:________________________________
Title:________________________________
THE CIT GROUP/BUSINESS CREDIT, INC.
By_________________________________
Print Name:________________________________
Title:________________________________
CONGRESS FINANCIAL CORPORATION (SOUTHWEST)
By_________________________________
Print Name:________________________________
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Title:________________________________
NATIONAL CITY COMMERCIAL FINANCE, INC.
By_________________________________
Print Name:________________________________
Title:________________________________
THE PROVIDENT BANK
By_________________________________
Print Name:________________________________
Title:________________________________
SENIOR DEBT PORTFOLIO
By: Boston Management and
Research, as Investment Advisor
By_________________________________
Print Name:________________________________
Title:________________________________
GMAC BUSINESS CREDIT, LLC
By_________________________________
Print Name:________________________________
Title:________________________________
6
AMSOUTH BANK
By_________________________________
Print Name:________________________________
Title:________________________________
IBJ WHITEHALL BUSINESS CREDIT CORPORATION
By_________________________________
Print Name:________________________________
Title:________________________________
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