Exhibit 10.1
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
This Second Amendment to Amended and Restated Loan and Security Agreement
(the "Second Amendment") is made as of the 12th day of November, 2002 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, as
amended by a First Amendment to Amended and Restated Loan and Security Agreement
dated as of June 8, 2001 (as amended, the "Agreement"); and
WHEREAS, the Lead Borrower has requested that the Agent and the Lenders
agree to amend the Agreement to, among other things, extend the Maturity Date of
the Loans; 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 otherwise
defined shall have the same meaning herein as in the Agreement.
2. Amendment to Article 1. The following definitions contained in Article
1 of the Agreement are hereby amended to read as follows:
"Commitment": Subject to Section 2:2-20, below, as follows:
See Exhibit ▇-▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇.
"▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇": Commencing on November 12, 2002 and on the
first day of each fiscal quarter thereafter, the
Eurodollar Margin shall be reset (commencing with the
Business Day after the Agent's receipt of the Pricing
Certificate (Section ) for loans initiated on or after
the date when so set, that is to say Eurodollar
contracts in effect at the time of increases/decreases
in margin will remain at the margin originally utilized
when the contract was opened. The margin in effect at a
given time will apply to contracts opened at that time,
and shall be based upon the following pricing grid.
EURODOLLAR MARGIN PRICING GRID
TIER Performance MARGIN
Measure (BASIS
POINTS)
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I average quarterly Availability 150
for the preceding fiscal
quarter of greater than or
equal to $120 Million and
EBITDA for the 4 most recent
fiscal quarters greater than
$70 Million
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II average quarterly Availability 175
for the preceding fiscal
quarter of greater than or
equal to $95 Million
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III average quarterly Availability 200
for the preceding fiscal
quarter of greater than or
equal to $65 Million and less
than $95 Million
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IV average quarterly Availability 225
for the preceding fiscal
quarter of less than $65 Million
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The calculation of the average quarterly Availability, as set forth above,
shall be set forth in the Pricing Certificate and shall be confirmed by the
Agent based upon the following calculation:
Numerator: the sum of the dollar amounts of the actual daily
Availability for each calendar day of the prior fiscal
quarter of the Borrower
Denominator: the actual number of calendar days in the same
prior fiscal quarter of the Borrower
The Borrowers must satisfy both requirements contained in the Performance
Measures set forth in Level I for such Level to be applicable.
"Inventory Advance Rate": (a) 70% from December 15 through September 30,
inclusive, of each fiscal year of the Borrower.
(b) 75% from October 1 through December 14, inclusive, of
each fiscal year of the Borrower.
"Maturity Date": September 30, 2006.
3. Amendment to Article 2. Article 2 of the Agreement is hereby amended by the
addition of the following Section 2-22:
2-22. Reduction of Commitments. Upon at least two Business Days' prior
written notice to the Agent the Borrowers may at any time upon their
raising of funds in public debt or equity markets, permanently reduce the
Commitments, provided that the Commitments shall not be reduced below a
minimum of $250 Million unless there is a Termination Date. Each such
reduction shall be in the principal amount of $10 Million or any integral
multiple thereof. Each such reduction shall (i) be applied ratably to the
Commitments of each Lender and (ii) be irrevocable
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when given. At the effective time of each such reduction, the Borrowers
shall pay to the Agent for application as provided herein any amount by
which the aggregate balance of the Loan Account plus the stated amount of
all then outstanding L/C's outstanding on such date exceeds the Borrowing
Base.
4. Amendment to Article 4. Section 4-19(b) of the Agreement is hereby amended
to read as follows:
(b) Subject to the satisfaction of each of the conditions included in
this Section , the Parent may repurchase its
capital stock up to the limits set forth below (each of which repurchase is
referred to herein as a "Permitted Repurchase"):
(i) On the date on which the subject repurchase is to be
effected:
(A) No Event of Default shall have occurred and none will
occur by reason of the subject repurchase.
(B) If Collateral Availability (i) is not less than $45
Million for the period immediately prior to the subject
repurchase, (ii) will not be less than $45 Million immediately
after such repurchase, and (iii) on a pro forma basis for the six
(6) month period following such repurchase, as reflected on a
projection provided to the Agent immediately prior to the subject
repurchase (and prepared based on the same methodology and with
the same assumptions as those used in the preparation of the
Business Plan) ) is not less than $45 Million, the Parent shall
be permitted to repurchase up to $20 Million of its capital
stock.
(C) If Collateral Availability (i) is not less than $50
Million for the period immediately prior to the subject
repurchase,
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(ii) will not be less than $50 Million immediately after such
repurchase, and (iii) on a pro forma basis for the six (6) month
period following such repurchase, as reflected on a projection
provided to the Agent immediately prior to the subject repurchase
(and prepared based on the same methodology and with the same
assumptions as those used in the preparation of the Business
Plan)) is not less than $50 Million, the Parent shall be
permitted to repurchase up to $25 Million of its capital stock.
(D) If Collateral Availability (i) is not less than $55
Million for the period immediately prior to the subject
repurchase, (ii) will not be less than $55 Million immediately
after such repurchase, and (iii) on a pro forma basis for the six
(6) month period following such repurchase, as reflected on a
projection provided to the Agent immediately prior to the subject
repurchase (and prepared based on the same methodology and with
the same assumptions as those used in the preparation of the
Business Plan) ) is not less than $55 Million, the Parent shall
be permitted to repurchase up to $30 Million of its capital
stock.
(ii) The cumulative amount of funds expended by Borrower for all
such repurchases of capital stock shall not in the aggregate exceed
$30 Million.
(iii) For the purposes of calculating Collateral Availability
under this Section 4-19(b), Collateral Availability shall be reduced
by accounts payable which are beyond credit terms upon which the
Borrowers customarily pay.
5. Amendment to Article 5. Section 5-11 of the Agreement is hereby amended to
read as follows:
6
5-11. Financial Covenant based upon Collateral Availability; Minimum
EBITDA. If at any time Collateral Availability is less than $40 Million,
then thereafter the Borrower shall not suffer or permit its EBITDA for the
previous four (4) fiscal quarters (on a rolling four quarter basis) to be
less than $35 Million, tested quarterly as soon as the information is
publicly available each fiscal quarter.
6. Ratification of Loan Documents. Except as provided herein, all terms and
conditions of the Agreement on the other Loan Documents remain in full
force and effect.
7. Miscellaneous.
(a) Upon the execution of this Second Amendment the Borrowers shall
pay to the Agent, for the ratable benefit of the Lenders, an amendment fee
in the amount of $1,256,250.00, which fee shall be fully earned upon the
execution of this Second Amendment and not refundable under any
circumstances.
(b) In addition to the Agent's appraisal rights set forth in the
Agreement, subsequent to the execution of this Second Amendment, the
Borrowers shall permit the Agent to obtain Real Estate appraisals on the
Eligible Real Estate, at the Borrowers' expense, conducted by such
appraisers as are reasonably satisfactory to the Agent.
(c) This Second 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.
(d) This Second 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.
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(e) Any determination that any provision of this Second 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 Second
Amendment.
(f) 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 Second Amendment.
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IN WITNESS WHEREOF, the parties have hereunto caused this Second
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 /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
Print Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:_____________________________
THE SPORTS AUTHORITY FLORIDA, INC.
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
Print Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:_____________________________
THE SPORTS AUTHORITY MICHIGAN, INC.
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
Print Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:_____________________________
AUTHORITY INTERNATIONAL, INC.
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
Print Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:_____________________________
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The "Agent":
FLEET RETAIL FINANCE INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------
Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title:___________________________
The "Lenders":
FLEET RETAIL FINANCE INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------
Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title:___________________________
FOOTHILL CAPITAL CORPORATION
By /s/ ▇▇▇▇▇▇ ▇▇▇
---------------------------
Print Name: ▇▇▇▇▇▇ ▇▇▇
Title:___________________________
▇▇▇▇▇▇ FINANCIAL, INC.
By /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------
Print Name: W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:___________________________
BANK OF AMERICA, N.A.
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------
Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title:___________________________
10
CITIZENS BUSINESS CREDIT, A DIVISION OF
CITIZENS LEASING CORPORATION
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:____________________________________
FLEET CAPITAL CORPORATION
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------
Print Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:____________________________________
LASALLE BUSINESS CREDIT, INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
Print Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:____________________________________
THE CIT GROUP/BUSINESS CREDIT, INC.
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------
Print Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:____________________________________
CONGRESS FINANCIAL CORPORATION (SOUTHWEST)
By /s/ ▇▇▇▇ ▇▇▇▇▇
---------------------------------------
Print Name: ▇▇▇▇ ▇▇▇▇▇
Title:____________________________________
11
NATIONAL CITY COMMERCIAL FINANCE, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: _____________________________
THE PROVIDENT BANK
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:_______________________________
JPMORGAN CHASE BANK
By /s/ ▇▇▇▇▇▇▇▇ Jeans
----------------------------------
Print Name: ▇▇▇▇▇▇▇▇ Jeans
Title:_______________________________
GMAC BUSINESS CREDIT, LLC
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Print Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:_______________________________
12
AMSOUTH BANK
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title:_______________________________
WHITEHALL BUSINESS CREDIT CORPORATION
By /s/ ▇▇▇▇ ▇▇▇▇▇▇
----------------------------------
Print Name: ▇▇▇▇ ▇▇▇▇▇▇
Title:_______________________________
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EXHIBIT 2:2-20
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LENDER DOLLAR COMMITMENT COMMITMENT
PERCENTAGE
----------------------------------------------------------------------------------
Fleet Retail Finance Inc. $29,000,000 8.6567
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Foothill Capital Corporation $37,000,000 11.0448
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▇▇▇▇▇▇ Financial, Inc. $25,000,000 7.4627
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Bank of America, N.A. $35,000,000 10.4478
----------------------------------------------------------------------------------
Citizens Business Credit, a Division $15,000,000 4.4776
of Citizens Leasing Corporation
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Fleet Capital Corporation $15,000,000 4.4776
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LaSalle Business Credit, Inc. $15,000,000 4.4776
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The CIT Group/Business Credit, Inc. $30,000,000 8.9552
----------------------------------------------------------------------------------
Congress Financial Corporation $32,000,000 9.5522
(Southwest)
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National City Commercial Finance, Inc. $25,000,000 7.4627
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The Provident Bank $ 8,000,000 2.3881
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JPMorgan Chase Bank $15,000,000 4.4776
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GMAC Business Credit, LLC $23,000,000 6.8657
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AmSouth Bank $18,000,000 5.3731
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Whitehall Business Credit Corporation $13,000,000 3.8806
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