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FOURTH AMENDMENT TO CREDIT AGREEMENT
Dated as of October 17, 2002
Between
MASKA U.S., INC.
as Borrower
and
THE CREDIT PARTIES SIGNATORY HERETO
as Credit Parties
and
THE LENDERS UNDER THE CREDIT AGREEMENT
as Lenders
and
GENERAL ELECTRIC CAPITAL CORPORATION
as Agent and Lender
--------------------------------------------------------------------------------
Osler, ▇▇▇▇▇▇ & Harcourt LLP
FOURTH AMENDMENT TO CREDIT AGREEMENT
FOURTH AMENDMENT TO CREDIT AGREEMENT
This Fourth Amendment to Credit Agreement (this "FOURTH AMENDMENT"), dated as of
October 17, 2002, is between
MASKA U.S., INC., a Vermont corporation ("BORROWER"
or "MASKA US")
and
THE CREDIT PARTIES SIGNATORY HERETO
("CREDIT PARTIES")
and
THE LENDERS SIGNATORY HERETO
("LENDERS")
and
GENERAL ELECTRIC CAPITAL CORPORATION, a Delware
corporation, as Agent for the Lenders
("AGENT")
RECITALS
A. Borrower (the corporation surviving from the merger of SHC Hockey Inc.
into Maska U.S., Inc.), Credit Parties, Agent and Lenders are parties
to a Credit Agreement made as of November 19, 1998 (as amended,
restated, supplemented and otherwise modified prior to giving effect to
this Fourth Amendment, the "EXISTING CREDIT AGREEMENT").
B. Sport Maska Inc. ("Maska Canada"), Borrower and the other Credit
Parties, General Electric Capital Canada Inc. and certain lenders are
also party to a Credit Agreement made November 19, 1998 (as amended,
supplemented, restated and otherwise modified as of the date hereof,
the "CANADIAN FACILITY AGREEMENT").
C. Borrower has requested amendments to certain provisions of the Existing
Credit Agreement (concurrently with Maska Canada's requested amendments
to the Canadian Facility Agreement).
D. Agent and Lenders have agreed to grant Borrower's request on the terms
and subject to the conditions contained in this Fourth Amendment.
FOURTH AMENDMENT TO CREDIT AGREEMENT
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FOR VALUE RECEIVED, the parties agree as follows:
SECTION 1 - INTERPRETATION
1.1 DEFINITIONS
Capitalized terms used and not defined in this Fourth Amendment have the
meanings given to them in the Existing Credit Agreement and the term "EFFECTIVE
DATE" has the meaning given to that term in Section 9.1 of this Fourth
Amendment.
1.2 INCORPORATION INTO EXISTING CREDIT AGREEMENT
The Existing Credit Agreement and this Fourth Amendment shall henceforth be read
together and shall have the effect as if all the provisions of such agreements
were contained in one agreement (the Existing Credit Agreement, as amended by
this Fourth Amendment, the "AMENDED CREDIT AGREEMENT").
SECTION 2 - AMENDMENTS OF SECTION 1 OF THE EXISTING CREDIT AGREEMENT
2.1 AMENDMENTS OF SECTION 1.5 - INTEREST AND APPLICABLE MARGINS
On and after the Effective Date:
(1) The Applicable Margins grid in Section 1.5 of the Existing Credit
Agreement is amended and restated as follows:
"IF OPERATING CASH LEVEL OF
FLOW RATIO IS: APPLICABLE MARGINS:
> 2.75 Level I
> 2.25, but less than or equal to 2.75 Level II
> 1.5, but less than or equal to 2.25 Level III
> 1.25, but less than or equal to 1.5 Level IV
less than or equal to 1.25 Level V
FOURTH AMENDMENT TO CREDIT AGREEMENT
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APPLICABLE MARGINS
LEVEL I LEVEL II LEVEL III LEVEL IV LEVEL V
Applicable Index Margin 0.25% 0.25% 0.50% 0.75% 1.00%
Applicable LIBOR Margin 1.50% 1.75% 2.00% 2.25% 2.50%
Applicable Unused Line Fee Percentage 0.25% 0.25% 0.25% 0.25% 0.375%"
(2) The "Level III" Applicable Margins, as set out in the
Applicable Margins grid in Section 1.5 of the Amended Credit
Agreement, shall apply until the next adjustment (if any) in
the Applicable Margins provided for in the Amended Credit
Agreement
2.2 AMENDMENT OF SECTION 1.9 - FEES
On and after the Effective Date, Section 1.9(b) of the Existing Credit Agreement
is amended and restated as follows:
"(b) As additional compensation for Revolving Lenders, Borrower agrees
to pay to Agent, a per annum fee (calculated on the basis of a 360 day
year for actual days elapsed) for the ratable benefit of Revolving
Lenders, in arrears, on the first Business Day of each month prior to
the Commitment Termination Date and on the Commitment Termination Date,
for Borrower's non-use of available funds in an amount equal the
product of (a) the difference between (i) the Maximum Amount and (ii)
the average for the period of the daily closing balances of the
Revolving Loan and the Swing Line Loan outstanding during the period
for which such fee is due and (b) the Applicable Unused Line Fee
Percentage.".
For greater certainty, Section 1.9(b) of the Amended Credit Agreement shall not
be applicable to any period prior to the Effective Date.
2.3 AMENDMENT OF SECTION 1.14 - ACCESS
On and after the Effective Date, Section 1.14 of the Existing Credit Agreement
is amended by amending and restating the second last sentence of such Section as
follows:
"Agent will give Lenders at least ten (10) days' prior written notice
of regularly scheduled audits, which audits may be conducted no more
frequently than once per annum unless (a) Borrower fails to make any
payment of principal of, or interest on, or Fees or any other amount
owing in respect of, the Loan or any of the other Obligations when due
and payable, (b) any Credit Party shall fail to keep or observe any of
the provisions of Section 6.10 or set forth in ANNEX G, or (c) (i)
Aggregate Net Borrowing Availability is less than $15,000,000 and (ii)
there are outstanding Loans to Borrower, in any case of which audits
may be conducted as frequently as Agent determines necessary or
advisable.".
FOURTH AMENDMENT TO CREDIT AGREEMENT
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SECTION 3 - AMENDMENTS OF SECTION 6 OF THE EXISTING CREDIT AGREEMENT
3.1 AMENDMENT OF SECTION 6.3 - INDEBTEDNESS
On and after the Effective Date, Section 6.3(a)(iv)(y) of the Existing Credit
Agreement is amended and restated as follows:
"(ii) with respect to the Canadian Borrowers under the Canadian
Facility not to exceed US$30,000,000 and".
3.2 AMENDMENT OF SECTION 6.21 - INTELLECTUAL PROPERTY LICENSES; CCM
SHAREHOLDER'S AGREEMENT
Section 6.21 of the Existing Credit Agreement is amended by inserting the
following immediately before the first sentence thereof:
"No Credit Party shall accept a Licence of Intellectual Property
granted to it by CCM, NHL Enterprises Canada, L.P. or NHL Enterprises
L.P. or any Affiliate thereof unless and until Borrower provides Agent
with notice thereof and Agent shall have received any Consents and
Acknowledgements Respecting Intellectual Property which Agent
determines are necessary or desirable to protect Agent's and Lenders'
interests in and rights of enforcement against the Collateral.".
SECTION 4 - AMENDMENTS OF ANNEXES
4.1 AMENDMENTS OF ANNEX A - DEFINITIONS
On and after the Effective Date,
(1) The following term is inserted into Annex A of the Existing Credit
Agreement immediately following the term "AGGREGATE BORROWING BASE":
"AGGREGATE NET BORROWING AVAILABILITY means the sum of (1) Net
Borrowing Availability and (2) "NET BORROWING AVAILABILITY",
as such term is defined in the Canadian Facility Agreement.".
(2) The definition of "APPLICABLE MARGINS" in Annex A of the Existing
Credit Agreement is amended and restated as follows:
"APPLICABLE MARGINS means collectively the Applicable Index
Margin, the Applicable LIBOR Margin and the Applicable
Unused Line Fee Percentage.".
(3) The following term is inserted into Annex A of the Existing Credit
Agreement immediately following the term "APPLICABLE MARGINS":
"APPLICABLE UNUSED LINE FEE PERCENTAGE means the percentage
determined by reference to Section 1.5(a)."
FOURTH AMENDMENT TO CREDIT AGREEMENT
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(4) The definition of "MASKA US BORROWING BASE" in Annex A of the Existing
Credit Agreement is amended and restated as follows:
"MASKA US BORROWING BASE shall mean, as of any date of determination
by Agent, from time to time, an amount equal to the sum at such
time of:
(a) eighty percent (80%) of the book value of Maska US's Eligible
Accounts;
(b) fifty-five percent (55%) of the book value of Maska US's
Eligible Inventory, other than Eligible Raw Material Inventory,
valued on a first-in, first-out basis (at the lower of cost and
market); and
(c) twenty percent (20%) of the book value of Maska US's Eligible Raw
Material Inventory valued on a first-in, first-out basis (at the
lower of cost and market),
in each case, less any Reserves established by Agent at such time in
its reasonable credit judgment.".
(5) The definition of "COMMITMENT TERMINATION DATE" in Annex A of the
Existing Credit Agreement is amended and restated as follows:
"COMMITMENT TERMINATION DATE shall mean the earliest of (a)
October 17, 2005, (b) the date of termination of Lenders'
obligations to make Loans and/or incur Letter of Credit Obligations
or permit existing Loans to remain outstanding pursuant to SECTION
8.2(b), and (c) the date of indefeasible prepayment in full by
Borrower of the Loans and the cancellation and return (or stand-by
guarantee) of all Letters of Credit or the cash collateralization of
all Letter of Credit Obligations pursuant to ANNEX B, and the
permanent reduction of the Revolving Loan Commitment and the Swing
Line Commitment to zero dollars ($0).".
(6) Clause (c)(iii) of the definition of "EBITDA" in Annex A of the
Existing Credit Agreement is amended and restated as follows:
"loss from extraordinary items for such period and non-recurring
restructuring charges in connection with the closing of the
applicable Credit Party's Drummondville, Quebec, Richmond, Quebec,
Harrow, Ontario and Williston, Vermont facilities not to exceed
US$2,500,000 for the Fiscal Year ending December 31, 2002.".
(7) The following term is inserted into Annex A of the Existing Credit
Agreement immediately following the term "ELIGIBLE INVENTORY":
"ELIGIBLE RAW MATERIAL INVENTORY means raw materials (excluding
equipment) used to produce finished goods that will be held for sale
in the ordinary course of business and that will be otherwise Eligible
Inventory.".
(8) The first sentence of the definition of "REVOLVING LOAN" in Annex A of
the Existing Credit Agreement is amended and restated as follows:
FOURTH AMENDMENT TO CREDIT AGREEMENT
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"REVOLVING LOAN shall mean, at any time, the sum of (i) the aggregate
amount of Revolving Credit Advances outstanding to Borrower plus (ii)
the aggregate amount of Letter of Credit Obligations incurred on
behalf of Borrower; provided, that in calculating outstanding Loans
for the purposes of Section 1.14 and Paragraphs (a) and (h) of ANNEX
F, Revolving Loan shall mean the aggregate amount of Revolving Credit
Advances outstanding to Borrower.".
4.2 AMENDMENT OF ANNEX B - LETTERS OF CREDIT
On and after the Effective Date, Paragraph (a) of Annex B of the Existing Credit
Agreement is amended by replacing the reference to "Ten Million Dollars
($10,000,000)" in clause (i) thereof with the following:
"Three Million Dollars ($3,000,000).".
4.3 AMENDMENTS OF ANNEX F - COLLATERAL REPORTS
On and after the Effective Date,
(1) Paragraph (a) of Annex F of the Existing Credit Agreement is amended
and restated as follows:
"(a) To Agent, upon its request, and, in any event not less frequently
than twice monthly, on the third Business Day of each of the second
week and the last week of each Fiscal Month, commencing with the week
of November 25, 1998 (together with a copy of all or a part of such
delivery requested by any Lender in writing after the Closing Date), a
Borrowing Base Certificate with respect to Borrower accompanied, in
each case, by such supporting detail and documentation as shall be
requested by Agent in its reasonable discretion; provided, that if
Aggregate Net Borrowing Availability is equal to or greater than
$15,000,000 and there are outstanding Loans to Borrower, Borrower shall
only be required to make such deliveries on the third Business Day
following of the last day of each Fiscal Month.".
(2) Paragraph (h) of Annex F of the Existing Credit Agreement is amended
and restated as follows:
"(h) Borrower, at its own expense, shall deliver to Agent such
appraisals of its assets as Agent may request at any time (a) after
Borrower fails to make any payment of principal of, or interest on, or
Fees or any other amount owing in respect of, the Loan or any of the
other Obligations when due and payable, (b) after any Credit Party
shall fail to keep or observe any of the provisions of Section 6.10 or
set forth in ANNEX G, or (c) (i) that Aggregate Net Borrowing
Availability is less than $15,000,000 and (ii) there are outstanding
Loans to Borrower, such appraisals to be conducted, in each case, by an
appraiser, and be in form and substance, satisfactory to Agent.".
FOURTH AMENDMENT TO CREDIT AGREEMENT
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4.4 AMENDMENTS OF ANNEX G - FINANCIAL COVENANTS
(1) On and after the Effective Date, paragraph (b) of Annex G of the Existing
Credit Agreement is amended by replacing the specific minimum Fixed Charge
Coverage Ratios set out therein with the following:
"1.2 to 1.0 for the four consecutive Fiscal Quarters ending December
31, 2002 and for the four consecutive Fiscal Quarters ending on the
last day of each Fiscal Quarter thereafter.".
(2) On and after the Effective Date, paragraph (d) of Annex G of the Existing
Credit Agreement is amended by inserting the following immediately after the
last sentence thereof:
"For the purposes of this paragraph (d), the term Net Borrowing
Availability hereunder and as defined in the Canadian Facility
Agreement shall be read without reference in each case to the phrase
"(i) Maximum Amount less the sum of the Revolving Loan and Swing Line
Loan outstanding to all other Borrowers and (ii)" and, in addition, in
the case of the Canadian Facility Agreement, without reference to the
phrase ", the lesser of (i) the Maximum Amount and (ii)".
4.5 AMENDMENT OF ANNEX I - NOTICE ADDRESS
On and after the Effective Date, Annex I of the Existing Credit Agreement is
amended and restated in the form of Annex I attached hereto.
4.6 AMENDMENT OF ANNEX J - COMMITMENT DEFINITION
On and after the Effective Date, Annex J of the Existing Credit Agreement is
amended and restated in the form of Annex J attached hereto.
SECTION 5 - AMENDMENTS OF EXHIBITS
5.1 AMENDMENT OF EXHIBIT 1.1(a)(i) - FORM OF NOTICE OF REVOLVING CREDIT
ADVANCE
On and after the Effective Date, Exhibit 1.1(a)(i) of the Existing Credit
Agreement is amended and restated in the form of Exhibit 1.1(a)(i) attached
hereto.
5.2 AMENDMENT OF EXHIBIT 4.1(b) - BORROWING BASE CERTIFICATE
On and after the Effective Date, Exhibit 4.1(b) of the Existing Credit Agreement
is amended and restated in the form of Exhibit 4.1(b) attached hereto.
SECTION 6 - REPRESENTATIONS AND WARRANTIES
To induce Agent and Lenders to enter into this Fourth Amendment, Borrower makes
the following representations and warranties to Agent and each Lender, each of
which shall survive the execution and delivery of this Fourth Amendment:
FOURTH AMENDMENT TO CREDIT AGREEMENT
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6.1 CORPORATE POWER, AUTHORIZATION AND ENFORCEABLE OBLIGATIONS
(1) The execution and delivery by each Credit Party of this Fourth
Amendment, and the performance by each Credit Party of its
obligations under this Fourth Amendment and the Existing
Credit Agreement as amended by this Fourth Amendment:
(a) are within such Credit Party's corporate power;
(b) have been duly authorized by all necessary or proper
corporate and shareholder action of such Credit
Party;
(c) do not contravene any provision of such Credit
Party's constating documents or by-laws or any
shareholder's agreement to which such Credit Party is
a party;
(d) do not violate any law or regulation, or any order or
decree of any court or Governmental Authority;
(e) do not conflict with or result in the breach or
termination of, constitute a default under or
accelerate or permit the acceleration of any
performance required by, any indenture, mortgage,
deed of trust, lease, agreement or other instrument
to which such Credit Party is a party or by which
such Credit Party or any of its property is bound;
(f) do not result in the creation or imposition of any
Lien upon any of the property of such Credit Party;
and
(g) do not require the consent or approval of any
Governmental Authority or any other Person.
(2) This Fourth Amendment has been duly executed and delivered by
each Credit Party and this Fourth Amendment and the Amended
Credit Agreement constitute legal, valid and binding
obligations of each Credit Party and are enforceable against
it in accordance with their respective terms.
6.2 REPRESENTATIONS AND WARRANTIES TRUE AND CORRECT
(1) After giving effect to this Fourth Amendment on the Effective Date, each of
the representations and warranties of every Credit Party contained in the
Existing Credit Agreement and each of the other Loan Documents is true and
correct on and as of the Effective Date as if made on such date, except to the
extent any such representation or warranty expressly relates to an earlier date
and except for changes expressly permitted or expressly contemplated by the
Existing Credit Agreement.
(2) Without in any way limiting the generality of Section 6.2(1) hereof,
Borrower represents and warrants to Agent and each Lender that Schedule 6.2(2)
contains a true and complete list of all License Agreements to which one or more
Credit Parties and NHL Enterprises, L.P. and/or NHL Enterprises Canada, L.P. are
party.
FOURTH AMENDMENT TO CREDIT AGREEMENT
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6.3 NO DEFAULT OR EVENT OF DEFAULT
After giving effect to this Fourth Amendment on the Effective Date, no Default
or Event of Default shall be continuing.
SECTION 7 - DELIVERY OF UPDATED DISCLOSURE SCHEDULES AND SECTIONS 4.21 AND 4.22
INDENTURE DOCUMENTS
Borrower shall deliver to Agent, on or before November 15, 2002, revised
Disclosure Schedules 3.2, 3.6, 3.8, 3.15, 3.19 and 3.28 marked to show the
changes (if any) to the existing versions of such Disclosure Schedules, and an
accurate and complete copy of each security agreement, lessor consent, waiver
and subordination that has been delivered by any Credit Party pursuant to
Section 4.21 or 4.22 of the Indenture, together with a certificate of an officer
of Borrower certifying that such copies are accurate and complete copies of all
such documents required to have been delivered under such Sections of the
Indenture or such a certificate that no such deliveries are required, as
applicable.. Upon delivery of each of such Disclosure Schedules, the
representations and warranties in the Section of the Amended Credit Agreement
corresponding with such Disclosure Schedule shall be true and correct on and as
of the date of such delivery as if made on such date. Notwithstanding Section 8
of the Existing Credit Agreement, failure by Borrower to deliver the disclosure
and documents required under this Section 7 on or before November 15, 2002 shall
constitute an Event of Default.
SECTION 8 - AMENDMENT FEE
To induce Lender to enter into this Fourth Amendment, Borrower agrees to pay to
Agent, for the sole account of General Electric Capital Corporation, an
amendment fee of $36,000 ("AMENDMENT FEE").
SECTION 9 - CONDITIONS PRECEDENT
9.1 CONDITIONS PRECEDENT TO THIS FOURTH AMENDMENT BECOMING EFFECTIVE
This Fourth Amendment shall become effective as of the date on which the
following conditions shall have been satisfied in a manner satisfactory to Agent
or waived in writing by Agent and Lenders (such date is referred to herein as
the "EFFECTIVE DATE"):
(1) FOURTH AMENDMENT. This Fourth Amendment, or counterparts
hereof, shall have been duly executed by the Credit Parties,
Agent and Lenders, and delivered to Borrower, Agent and
Lenders.
(2) FEES. Agent shall have received, for its and/or Lenders'
accounts, as applicable, all fees due and payable to Agent
and/or Lenders, including, without limitation, the Amendment
Fee.
(3) OPINIONS. Agent and Lenders shall have received legal opinions
from counsel to the Credit Parties in respect of this Fourth
Amendment, the Amended Credit Agreement and the other Loan
Documents in form and substance satisfactory to Agent, acting
reasonably.
FOURTH AMENDMENT TO CREDIT AGREEMENT
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(4) ACKNOWLEDGEMENT AND CONFIRMATION OF CONGRESS FINANCIAL
CORPORATION (CENTRAL) AND FLEET BUSINESS CREDIT, LLC. Agent
and Borrower shall have received an acknowledgement and
confirmation duly executed by each of Congress Financial
Corporation (Central) ("CONGRESS CENTRAL") and Fleet Business
Credit, LLC ("FLEET") under which Congress Central and Fleet
acknowledge and confirm that upon receipt of US$998,398.13
(the "CONGRESS CENTRAL PAYMENT AMOUNT") and US$1,996,796.22
(the "FLEET PAYMENT AMOUNT"), respectively, each of Congress
Central and Fleet shall have been repaid all Obligations owing
to them, their Revolving Loan Commitments have been terminated
and they have no further rights under any of the Loan
Documents except to the extent that a Loan Document provides
that Lenders' rights survive termination of their Revolving
Loan Commitment and Agent shall be satisfied that Congress
Central and Fleet have received the Congress Central Payment
Amount and the Fleet Payment Amount, respectively.
SECTION 10 - MISCELLANEOUS
10.1 REDUCTION OF COLLATERAL MONITORING FEE
The parties hereto agree that, on and after the Effective Date, the "Collateral
Monitoring Fee" referenced in Paragraph (4) of the GE Capital Fee Letter is
reduced from $50,000 to $30,000 for each applicable period commencing on or
after October 17, 2002.
10.2 CONSENT SUPPLEMENT
Borrower agrees to deliver to Agent on or before October 30, 2002 a supplement
(in form and substance satisfactory to Agent acting reasonably) to the Consent
Agreement dated November, 1998 between NHL Enterprises, L.P., NHL Enterprises
Canada, L.P., the Credit Parties named therein and Agent pursuant to which
Schedule B thereto is supplemented to add Licence Agreements to which one or
more Credit Parties and NHL Enterprises, L.P. and/or NHL Enterprises Canada,
L.P. are party and that are described in such supplement to the extent necessary
or desirable in order to protect Agent's and Lender's interests in and rights of
enforcement against the Collateral.
10.3 NO NOVATION
This Fourth Amendment does not constitute a novation or termination of the
Obligations under the Existing Credit Agreement or the other Loan Documents and
all such Obligations are continuing, in all respects, except as modified by this
Fourth Amendment.
10.4 RATIFICATION AND CONFIRMATION OF LOAN DOCUMENTS
Except as specifically amended by this Fourth Amendment, the Existing Credit
Agreement and all other Loan Documents (including all Guarantees) shall remain
in full force and effect and are hereby ratified and confirmed.
FOURTH AMENDMENT TO CREDIT AGREEMENT
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10.5 RESERVATION OF RIGHTS AND REMEDIES
This Fourth Amendment shall not, except as expressly provided herein, operate as
a waiver of any right or remedy of Agent or Lenders under any of the Loan
Documents, nor constitute a waiver of any provisions of the Loan Documents.
Agent and Lenders reserve all of their rights to proceed to enforce their rights
and remedies at any time and from time to time in connection with any and all
Defaults or Events of Default now existing or hereafter arising.
10.6 REFERENCES IN LOAN DOCUMENTS TO CREDIT AGREEMENT
On and after the Effective Date, each reference in the Loan Documents to the
Credit Agreement shall mean and be a reference to the Amended Credit Agreement.
10.7 HEADINGS
The headings used herein are for convenience only and do not constitute matters
to be considered in interpreting this Fourth Amendment.
10.8 REIMBURSEMENT
Without limiting any provisions of the Existing Credit Agreement, Borrower
agrees to reimburse Agent upon request for all reasonable out-of-pocket fees and
expenses, including the reasonable fees and expenses of legal counsel, in
connection with the preparation, negotiation, execution and delivery of this
Fourth Amendment and the documents contemplated hereby.
10.9 COUNTERPARTS
This Fourth Amendment may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which shall together
constitute one agreement. Delivery of an executed counterpart of a signature
page of this Fourth Amendment by facsimile shall be as effective as delivery of
a manually executed counterpart of this Fourth Amendment.
10.10 LOAN DOCUMENT
This Fourth Amendment constitutes a Loan Document.
[INTENTIONALLY LEFT BLANK]
FOURTH AMENDMENT TO CREDIT AGREEMENT
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The parties have executed this Agreement.
MASKA U.S., INC., as Borrower
By:
-------------------------------------------
Name:
Title:
THE HOCKEY COMPANY, as Credit Party
By:
-------------------------------------------
Name:
Title:
SPORTS HOLDINGS CORP., as Credit Party
By:
-------------------------------------------
Name:
Title:
SPORT MASKA INC., as Credit Party
By:
-------------------------------------------
Name:
Title:
SLM TRADEMARK ACQUISITION CORP.,
as Credit Party
By:
-------------------------------------------
Name:
Title:
FOURTH AMENDMENT TO CREDIT AGREEMENT
- 13 -
WAP HOLDINGS INC., as Credit Party
By:
-------------------------------------------
Name:
Title:
SLM TRADEMARK ACQUISITION CANADA CORPORATION,
as Credit Party
By:
-------------------------------------------
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION,
as Agent and Lender
By:
-------------------------------------------
Name:
Title:
FOURTH AMENDMENT TO CREDIT AGREEMENT
ANNEX I
TO
CREDIT AGREEMENT
NOTICE ADDRESSES
(A) If to Agent or GE Capital, at
General Electric Capital Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: The Hockey Company - Account Manager
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
with copies to
Weil, Gotshal & ▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
and:
General Electric Capital Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Corporate Counsel - Commercial Finance
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
FOURTH AMENDMENT TO CREDIT AGREEMENT
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(B) If to either Borrower, to Borrower Representative, at
Maska U.S. Inc.
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇▇
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▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
with copies to:
Davies, Ward, ▇▇▇▇▇▇▇▇ & Vineberg LLP
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
and:
▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP
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Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
(C) Communications with each Lender (other than GE Capital) shall be addressed
to the address of such Lender set forth under its name on the signature pages of
this Agreement, with a copy to Agent and each person to whom copies of
communications with Agent are to be given or served under this ANNEX I.
FOURTH AMENDMENT TO CREDIT AGREEMENT
ANNEX J (FROM ANNEX A - COMMITMENTS DEFINITION)
TO
CREDIT AGREEMENT
Lender(s)
General Electric Capital Canada Inc.
Revolving Loan Commitment
(including a Swing Line Commitment
of US$1,200,000): US$12,000,000
FOURTH AMENDMENT TO CREDIT AGREEMENT
EXHIBIT 1.1(a)(i)
FORM OF NOTICE OF REVOLVING CREDIT ADVANCE
See attached.
FOURTH AMENDMENT TO CREDIT AGREEMENT
EXHIBIT 4.1(b)
BORROWING BASE CERTIFICATE
See attached.
FOURTH AMENDMENT TO CREDIT AGREEMENT
SCHEDULE 6.2(2)
LICENSE AGREEMENTS
LICENSEE CONTRACT NO. OR DESCRIPTION
Sport Maska Inc. and Maska U.S., Inc. License and Sponsorship Agreement,
dated September 25, 1998, among NHL
Enterprises, L.P., NHL Enterprises
B.V., NHL Enterprises Canada, L.P.,
Sport Maska Inc. and Maska U.S.,
Inc.
Sport Maska Inc. and Maska U.S., Inc. Amendment to License and Sponsorship
Agreement, dated October 27, 1998,
amending License and Sponsorship
Agreement originally dated September
25, 1998, among NHL Enterprises,
L.P., NHL Enterprises B.V., NHL
Enterprises Canada, L.P., Sport
Maska Inc. and Maska U.S., Inc.
Sport Maska Inc., Maska U.S., Inc., Letter Agreement, dated May 11,
Jofa AB and KHF Finland Oy 2000, amending the License and
Sponsorship Agreement, dated
September 25, 1998, as amended on
October 27, 1998, among NHL
Enterprises, L.P., NHL Enterprises
B.V., NHL Enterprises Canada, L.P.,
Sport Maska Inc. and Maska U.S.,
Inc.
Sport Maska Inc., Maska U.S., Inc., Letter Agreement, dated February 15,
Jofa AB and KHF Finland Oy 2001, supplementing, modifying and
restating the Letter Agreement,
dated May 11, 2000, as noted therein
and further amending the License and
Sponsorship Agreement, dated
September 25, 1998, as amended on
October 27, 1998, among NHL
Enterprises, L.P., NHL Enterprises
B.V., NHL Enterprises Canada, L.P.,
Sport Maska Inc. and Maska U.S.,
Inc.