EXHIBIT 10.46
AMENDMENT NO. 7 AND WAIVER TO THE
CREDIT AGREEMENT
Dated as of December 10, 2001
AMENDMENT NO. 7 AND WAIVER TO THE CREDIT AGREEMENT (this
"Amendment") among Iron Age Corporation, a Delaware corporation (the
"Borrower"), Iron Age Holdings Corporation, a Delaware corporation (the "Parent
Guarantor"), the banks, financial institutions and other institutional lenders
party to the Credit Agreement referred to below (collectively, the "Lenders")
and BNP Paribas (formerly known as Banque Nationale de Paris), as agent (the
"Agent") for the Lenders, initial issuing bank and swing line bank.
PRELIMINARY STATEMENTS:
(1) The Borrower, the Parent Guarantor, the Lenders and the
Agent have entered into a Credit Agreement dated as of April 24, 1998, a Letter
Waiver thereto dated as of August 28, 1998, an Amendment No. 2 and Waiver dated
as of February 26, 1999, an Amendment No. 3 and Waiver dated as of June 23,
1999, an Amendment No. 4 and Waiver dated as of March 17, 2000, an Amendment No.
5 dated as of September 15, 2000 and an Amendment No. 6 dated as of April 24,
2001 (such Credit Agreement, as so amended, the "Credit Agreement"). Capitalized
terms not otherwise defined in this Amendment have the same meanings as
specified in the Credit Agreement as amended hereby.
(2) The Borrower has requested that the Lender Parties agree
to waive the requirements of Section 5.02(e)(iv)(C) of the Credit Agreement in
order to permit the sale of the Borrower's optic division pursuant to a purchase
agreement in form and substance satisfactory to the Agent and to make certain
amendments to the Credit Agreement, in each case, as set forth more fully below.
(3) The Required Lenders are, on the terms and conditions
stated below, willing to grant the request of the Borrower, and the Borrower and
the Required Lenders have agreed to the amendments and waivers of the Credit
Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements contained herein, the parties hereto hereby
agree as follows:
SECTION 1. Amendments of Certain Provisions of the Credit
Agreement. The Credit Agreement is, upon the occurrence of the Amendment No. 7
Effective Date (as hereinafter defined), hereby amended as follows:
(a) The definition of "Applicable Margin" set forth in Section
1.01 of the Credit Agreement is hereby amended to replace the chart
therein with the following chart:
==========================================================================================================
Funded Debt to EBITDA Ratio Base Rate Advances Eurodollar Rate
Advances
----------------------------------------------------------------------------------------------------------
Level I
less than 4.50 : 1.00 1.000% 2.500%
----------------------------------------------------------------------------------------------------------
Level II
greater than or equal to 4.50 : 1.00
but less than 5.25 : 1.00 1.250% 2.750%
----------------------------------------------------------------------------------------------------------
Level III
greater than or equal to 5.25 : 1.00
but less than 6.00 : 1.00 1.500% 3.000%
----------------------------------------------------------------------------------------------------------
Level IV
greater than or equal to 6.00 : 1.00 1.750% 3.250%
==========================================================================================================
(b) The definition of "EBITDA" set forth in Section 1.01 of
the Credit Agreement is hereby amended by (i) deleting the word "and"
immediately before clause (i) therein and (ii) adding immediately after
the date "December 31, 1999" in clause (i) therein the following new
clause (j):
"and (j) solely with respect to the third fiscal quarter of
2001 of the Borrower, an amount up to $170,000 in respect of an accrual
charge for store closings as reflected on the financial statements of
the Borrower as of October 27, 2001".
(c) The definition of "Loan Value" set forth in Section 1.01
of the Credit Agreement is hereby amended by adding at the end of the
last proviso thereof the following new proviso:
"; provided further that the Loan Value of the Eligible
Inventory shall not exceed $10,000,000 at any time.".
(d) Section 5.02(b)(i) is hereby amended by deleting the
figure "$3,500,000" in each of clauses (C) and (D) thereof and in both
cases substituting for such figure the figure "$2,000,000".
(e) Section 5.02(f)(iii) is hereby amended by deleting the
figure "$1,500,000" therein and substituting for such figure the figure
"$500,000".
(f) Section 5.02(f)(xi) is hereby amended in full to read
"(xi) [Intentionally omitted];".
(g) Section 5.02(f)(xiii) is hereby amended in full to read
"(xiii) [Intentionally omitted];".
(h) Section 5.02(f)(xvi) is hereby amended in full to read
"(xvi) [Intentionally omitted]; and".
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(i) Section 5.02(f)(xvii) is hereby amended in full to read
"(xvii) [Intentionally omitted].".
(j) Section 5.04(a) is hereby amended by deleting the ratios
set opposite the following dates and substituting therefor the ratio
set forth below opposite each such date:
Rolling Period Ending Closest To Ratio
-------------------------------- -----
October 31, 2001 6.50 : 1.00
January 31, 2002 [Not Applicable]
April 30, 2002 [Not Applicable]
July 31, 2002 [Not Applicable]
October 31, 2002 [Not Applicable]
January 31, 2003 [Not Applicable]
(k) Section 5.04(b) is hereby amended in full to read as
follows:
"(b) Fixed Charge Coverage Ratio. Maintain a Fixed Charge
Coverage Ratio for each Rolling Period set forth below of not less than
the amount set forth below for such Rolling Period:
Rolling Period Ending Closest To Ratio
-------------------------------- -----
January 31, 2002 0.85 : 1.00
April 30, 2002 0.85 : 1.00
July 31, 2002 0.80 : 1.00
October 31, 2002 0.85 : 1.00
January 31, 2003 1.00 : 1.00
April 30, 2003 and thereafter 1.10 : 1.00"
(l) Section 5.04(c) is hereby amended by deleting the ratios
set opposite the following dates and substituting therefor the ratio
set forth below opposite each such date:
Rolling Period Ending Closest To Ratio
-------------------------------- -----
October 31, 2001 1.55 : 1.00
January 31, 2002 1.40 : 1.00
April 30, 2002 1.45 : 1.00
July 31, 2002 1.50 : 1.00
October 31, 2002 1.85 : 1.00
(m) Section 5.04(d) is amended by deleting the amounts set
opposite the following Fiscal Years and substituting therefor the
amount set forth below opposite each such Fiscal year:
Fiscal Year Amount
----------- ------
2002 $2,000,000
2003 $2,000,000
(n) Section 5.04(e) is hereby amended in full to read as
follows:
"(e) Senior Leverage Ratio. Maintain a Senior Leverage Ratio
for each Rolling Period set forth below of not more than the amount set
forth below for such Rolling Period:
Rolling Period Ending Closest To Ratio
-------------------------------- -----
January 31, 2002 2.35 : 1.00
April 30, 2002 2.20 : 1.00
July 31, 2002 2.20 : 1.00
October 31, 2002 1.75 : 1.00
January 31, 2003 1.50 : 1.00"
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(o) Schedule I to the Credit Agreement is hereby deleted in
its entirety and replaced with the new Schedule I thereto attached
hereto as Annex A.
(p) Exhibit J to the Credit Agreement is hereby amended by
deleting the first bracketed phrase "[Total from Schedule I]" and
substituted therefor the new bracketed phrase "[The lesser of
$10,000,000 and the total of Schedule I]".
SECTION 2. Waiver of Certain Provisions of the Credit
Agreement. The Required Lenders hereby waive, subject to the satisfaction of the
conditions set forth in Section 3 hereof, the requirements of Section
5.02(e)(iv)(C) of the Credit Agreement in order to permit the sale of the
Borrower's Safety Prescription Eyewear Business Unit known as "Iron Age Vision",
a safety optical distributing business, pursuant to a purchase agreement in form
and substance satisfactory to the Agent (such sale being the "Division Sale");
provided, however, that the Agent shall have received a certificate of the
Borrower, signed on behalf of the Borrower by its Chief Financial Officer,
certifying as to the compliance of the Borrower with each of the following
conditions: (i) the Division Sale shall be consummated on or prior to December
31, 2001; (ii) the purchase price paid to the Borrower for the Division Sale
shall be no less than the fair market value of the asset sold in the Division
Sale at the time of the Division Sale; (iii) 100% of the purchase price for the
Division Sale shall be paid to the Borrower in cash; (iv) the Borrower shall, on
the date of receipt of the Net Cash Proceeds from the Division Sale, prepay an
aggregate principal amount of the Acquisition Advances comprising part of the
same Borrowings equal to the amount of such Net Cash Proceeds less the
Capitalized Leases Amount (as hereinafter defined) and (v) during the period
from and including the Amendment No. 7 Effective Date through and including the
date of consummation of the Division Sale, neither the Borrower nor the Parent
Guarantor shall, at any time sell, lease, transfer or otherwise dispose of, or
permit any of their Subsidiaries to sell, lease, transfer or otherwise dispose
of, any assets, or grant any option or other right to purchase, lease or
otherwise acquire any assets other than Inventory to be sold in the ordinary
course of its business, except the sales and transactions described in clauses
(i), (ii) and (iii) of Section 5.02(e). Anything to the contrary in Section
2.06(b)(ii) of the Credit Agreement notwithstanding, the Borrower may use up to
$110,000 of the Net Cash Proceeds from the Division Sale to repay outstanding
Capitalized Leases (the amount of such repayment being the "Capitalized Leases
Amount").
SECTION 3. Conditions of Effectiveness of this Amendment.
Sections 1 and 2 of this Amendment shall become effective as of the first date
(the "AMENDMENT NO. 7 EFFECTIVE DATE") on which each of the following conditions
precedent shall have been satisfied:
(a) The Agent shall have received (i) counterparts of this
Amendment executed by the Borrower, the Parent Guarantor and the
Required Lenders or, as to any of the Lender Parties, advice
satisfactory to the Agent that such Lender Party has executed this
Amendment and (ii) the Consent attached hereto executed by each of the
Loan Parties.
(b) The Agent shall have received on or before the Amendment
No. 7 Effective Date the following, each dated such date (unless
otherwise specified), in form and substance satisfactory to the
Required Lenders (unless otherwise specified) and in sufficient copies
for each Lender Party:
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(i) Certified copies of (A) the resolutions of the
Board of Directors of (1) the Borrower and the Parent
Guarantor approving this Amendment and the matters
contemplated hereby and thereby and (2) each other Loan Party
evidencing approval of the Consent and the matters
contemplated hereby and thereby and (B) all documents
evidencing other necessary corporate action and governmental
and other third party approvals and consents, if any, with
respect to this Amendment, the Consent and the matters
contemplated hereby and thereby.
(ii) A certificate of the Borrower and the Parent
Guarantor, signed on behalf of the Borrower and the Parent
Guarantor, respectively, by its President or a Vice President
and its Secretary or any Assistant Secretary, dated the
Amendment No. 7 Effective Date (the statements made in which
certificate shall be true on and as of the Amendment No. 7
Effective Date), certifying as to (A) the absence of any
amendments to the charter of such Person since the date of the
Secretary of State's certificate referred to in Section
3.01(k)(iii) of the Credit Agreement, or any steps taken by
the board of directors (or persons performing similar
functions) or the shareholders of such Person to effect or
authorize any further amendment, supplement or other
modification thereto; (B) the accuracy and completeness of the
bylaws of such Person as in effect on the date on which the
resolutions of the board of directors (or persons performing
similar functions) of such Person referred to in clause (i) of
this Section 3(b) were adopted and on the Amendment No. 7
Effective Date (a copy of which, if different from the bylaws
of such Person delivered to the Lender Parties on the date of
the Initial Extension of Credit, shall be attached to such
certificate); (C) the due incorporation and good standing of
such Person as a corporation organized under the laws of the
jurisdiction of its incorporation, and the absence of any
proceeding (either pending or contemplated) for the
dissolution, liquidation or other termination of the existence
of such Person or any of its Subsidiaries; (D) the accuracy in
all material respects of the representations and warranties
made by such Person in the Loan Documents to which it is or is
to be a party as though made on and as of the Amendment No. 7
Effective Date as though made on and as of such date (other
than any such representations or warranties that, by their
terms, refer to a specific date other than the Amendment No. 7
Effective Date, in which case as of such specific date); and
(E) the absence of any event occurring and continuing that
would constitute a Default.
(iii) A certificate of the Secretary or an Assistant
Secretary of the Borrower and each other Loan Party certifying
the names and true signatures of the officers of the Borrower
and such other Loan Party authorized to sign this Amendment
and the Consent and the other documents to be delivered
hereunder and thereunder.
(iv) Such financial, business and other information
regarding the Borrower and the Parent Guarantor and their
respective property, assets and businesses as the Agent or the
Lender Parties shall have requested.
(v) A favorable opinion of Ropes & ▇▇▇▇, counsel for
the Borrower and the other Loan Parties, in form and substance
reasonably satisfactory to the Agent.
(vi) Such other opinions, certificates, documents
and information as the Agent or the Required Lenders may
reasonably request.
(c) The representations and warranties contained in each of
the Loan Documents shall be correct in all material respects on and as
of the Amendment No. 7 Effective Date, as though made on and as of such
date (other than any such representations or warranties that, by their
terms, refer to a specific date other than the Amendment No. 7
Effective Date, in which case as of such specific date).
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(d) No event shall have occurred and be continuing that
constitutes a Default.
(e) The Borrower shall have paid to the Agent, for the ratable
account of each of the Lenders that has executed and delivered a
counterpart of this Amendment to the Agent prior to 5:00 P.M. (New York
City time) on December 10, 2001, an amendment fee of 0.25% on the
aggregate Acquisition Commitment, Working Capital Commitment, Letter of
Credit Commitment and Swing Line Commitment of such Lender, it being
understood, that no amendment fee shall be payable by the Borrower for
the account of any Lender if this Amendment has not been approved prior
to 5:00 P.M. (New York City time) on December 10, 2001 by the Required
Lenders.
(f) All of the accrued fees and expenses of the Agent and the
Lender Parties (including the accrued fees and expenses of counsel for
the Agent) shall have been paid in full.
The effectiveness of this Amendment is further conditioned upon the accuracy of
all of the factual matters described herein. This Amendment is subject to the
provisions of Section 9.01 of the Credit Agreement, except that no amendment or
waiver of any provision of this Section 3, nor consent to any departure by the
Parent Guarantor or the Borrower therefrom, shall in any event be effective
unless the same shall be in writing and signed by the Required Lenders.
SECTION 4. Representations and Warranties of the Borrower.
The Borrower represents and warrants as follows:
(a) Each Loan Party is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction
indicated in the recital of parties to this Amendment.
(b) The execution, delivery and performance by the Borrower of
this Amendment and the Loan Documents, as amended hereby, to which it
is or is to be a party, are within the Borrower's corporate powers,
have been duly authorized by all necessary corporate action and do not
(i) contravene the Borrower's charter or by-laws, (ii) violate any law
(including, without limitation, the Securities Exchange Act of 1934, as
amended, and the Racketeer Influenced and Corrupt Organizations Chapter
of the Organized Crime Control Act of 1970), rule or regulation
(including, without limitation, Regulation X of the Board of Governors
of the Federal Reserve System), or any order, writ, judgment,
injunction, decree, determination or award, binding on or affecting the
Borrower or any of its Subsidiaries or any of their properties, (iii)
conflict with or result in the breach of, or constitute a default
under, any contract, loan agreement, indenture, mortgage, deed of
trust, lease or other instrument binding on or affecting the Borrower,
any of its Subsidiaries or any of their properties or (iv) except for
the Liens created under the Collateral Documents, result in or require
the creation or imposition of any Lien upon or with respect to any of
the properties of the Borrower or any of its Subsidiaries.
(c) No authorization or approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body
or any other third party is required for the due execution, delivery or
performance by the Borrower of this Amendment or any of the Loan
Documents, as amended hereby, to which it is or is to be a party.
(d) This Amendment has been duly executed and delivered by the
Borrower. This Amendment and each of the other Loan Documents, as
amended hereby, to which the Borrower is
6
a party is the legal, valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with its terms.
(e) There is no action, suit, investigation, litigation or
proceeding affecting the Borrower or any of its Subsidiaries
(including, without limitation, any Environmental Action) pending or
threatened before any court, governmental agency or arbitrator that (i)
could be reasonably likely to have a Material Adverse Effect or (ii)
purports to affect the legality, validity or enforceability of this
Amendment or any of the other Loan Documents, as amended hereby.
SECTION 5. Acknowledgment. Each of the Loan Parties hereto
acknowledges and agrees that after the consummation of the Division Sale, the
exception with respect to sales of assets under Section 5.02(e)(iv) is no longer
available to the Loan Parties.
SECTION 6. Reference to and Effect on the Loan Documents. (a)
On and after the Amendment No. 7 Effective Date, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the Notes and the other
Loan Documents to "the Credit Agreement", "thereunder", "thereof" or words of
like import referring to the Credit Agreement, shall mean and be a reference to
the Credit Agreement, as amended and otherwise modified hereby.
(b) The Credit Agreement, the Notes and each of the other Loan
Documents, except to the extent of the amendments and other modifications
specifically provided above, are and shall continue to be in full force and
effect and are hereby in all respects ratified and confirmed. Without limiting
the generality of the foregoing, the Collateral Documents and all of the
Collateral described therein do and shall continue to secure the payment of all
Obligations of the Loan Parties under and in respect of the Loan Documents, as
amended and otherwise modified by this Amendment.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender Party or any Agent under any of the
Loan Documents, nor constitute a waiver of any provision of any of the Loan
Documents.
SECTION 7. Costs and Expenses. The Borrower hereby agrees to
pay, upon demand, all costs and expenses of the Agent (including, without
limitation, the reasonable fees and expenses of counsel for the Agent) in
connection with the preparation, execution, delivery, administration,
syndication, modification and amendment of this Amendment and the other
documents, instruments and agreements to be delivered hereunder, all in
accordance with the terms of Section 9.04 of the Credit Agreement.
SECTION 8. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.
SECTION 9. Governing Law. This Amendment shall be governed
by, and construed in accordance with, the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
IRON AGE CORPORATION
By
----------------------------------------
Name:
Title:
IRON AGE HOLDINGS CORPORATION
By
----------------------------------------
Name:
Title:
BNP PARIBAS,
as Agent, Swing Line Bank, Issuing Bank
and as a Lender
By
----------------------------------------
Name:
Title:
By
----------------------------------------
Name:
Title:
KEY CORPORATE CAPITAL INC.
By
----------------------------------------
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
By
----------------------------------------
Name:
Title:
UBS AG, STAMFORD BRANCH
By
----------------------------------------
Name:
Title:
By
----------------------------------------
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
By
----------------------------------------
Name:
Title:
By
----------------------------------------
Name:
Title:
ANNEX A TO AMENDMENT NO. 7 AND WAIVE TO THE CREDIT AGREEMENT
SCHEDULE I
COMMITMENTS AND APPLICABLE LENDING OFFICES
NAME OF LENDER: BANQUE NATIONALE DE PARIS
Working Capital Commitment: $ 4,615,384.63
Acquisition Facility Commitment: $ 4,523,802.03
Letter of Credit Commitment: $ 2,000,000.00
Swing Line Commitment: $ 3,000,000.00
DOMESTIC LENDING OFFICE:
BNP Paribas
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Credit Operations
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Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇/▇▇▇▇ ▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇/(▇▇▇) ▇▇▇-▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
EURODOLLAR LENDING OFFICE:
Banque Nationale de Paris
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Credit Operations
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Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇/▇▇▇▇ ▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇/(▇▇▇) ▇▇▇-▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
NAME OF LENDER: PNC BANK, N.A.
Working Capital Commitment: $ 4,615,384.61
Acquisition Facility Commitment: $ 2,822,169.93
DOMESTIC LENDING OFFICE:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Mail Stop P1-PO-PP-06-8
Pittsburgh, PA 15222-2727
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
EURODOLLAR LENDING OFFICE:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Mail Stop P1-PO-PP-06-8
Pittsburgh, PA 15222-2727
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
NAME OF LENDER: U.S. BANK NATIONAL ASSOCIATION
Working Capital Commitment: $ 4,615,384.61
Acquisition Facility Commitment: $ 4,523,802.02
DOMESTIC LENDING OFFICE:
First Bank Plaza
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
EURODOLLAR LENDING OFFICE:
First Bank Plaza
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▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
NAME OF LENDER: KEY CORPORATE CAPITAL
Working Capital Commitment: $ 4,615,384.61
Acquisition Facility Commitment: $ 4,523,802.02
DOMESTIC LENDING OFFICE:
Key Structured Finance
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
Mail Code OH-01-27-0600
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Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
EURODOLLAR LENDING OFFICE:
Key Structured Finance
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
Mail Code OH-01-27-0600
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Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
NAME OF LENDER: UBS AG, STAMFORD BRANCH
Working Capital Commitment: $ 1,538,461.54
Acquisition Facility Commitment: $ 1,507,934.00
DOMESTIC LENDING OFFICE:
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▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
EURODOLLAR LENDING OFFICE:
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CONSENT
Reference is made to (a) Amendment No. 7 and Waiver to the
Credit Agreement dated as of December ___, 2001 (the "Amendment"; capitalized
terms not otherwise defined herein being used herein as defined in the Amendment
and in the Credit Agreement referred to below), (b) the Credit Agreement dated
as of April 24, 1998 (as amended, supplemented or otherwise modified through the
date hereof, the "Credit Agreement") among Iron Age Corporation, a Delaware
corporation, Iron Age Holdings Corporation, a Delaware corporation, the banks,
financial institutions and other institutional lenders party thereto, and BNP
Paribas (formerly known as Banque Nationale de Paris) ("BNP"), as Swing Line
Bank and Initial Issuing Bank thereunder, and BNP, as agent (the "Agent") for
the Lenders thereunder, and (c) the other Loan Documents referred to therein.
Each of the undersigned, in its capacity as (a) a Grantor
under the Security Agreement, (b) a Grantor under each Intellectual Property
Security Agreement, and/or (c) a Guarantor under the Subsidiary Guaranty, hereby
consents to the execution, delivery and the performance of the Amendment and
agrees that:
(A) each of the Security Agreement, the Intellectual Property
Security Agreement and the Subsidiary Guaranty to which it is a party
is, and shall continue to be, in full force and effect and is hereby in
all respects ratified and confirmed on the Amendment No. 7 Effective
Date, except that, on and after the Amendment No. 7 Effective Date,
each reference to "the Credit Agreement", "thereunder", "thereof",
"therein" or words of like import referring to the Credit Agreement
shall mean and be a reference to the Credit Agreement, as amended and
otherwise modified by the Amendment; and
(B) as of the Amendment No. 7 Effective Date, the Security
Agreement, the Intellectual Property Security Agreement and the
Subsidiary Guaranty to which it is a party and all of the Collateral of
such Person described therein do, and shall continue to, secure the
payment of all of the Secured Obligations.
This Consent shall be governed by, and construed in accordance
with, the laws of the State of New York.
Delivery of an executed counterpart of a signature page of
this Consent by telecopier shall be effective as the delivery of a manually
executed counterpart of this Consent.
IRON AGE CORPORATION
By
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Name:
Title:
IRON AGE HOLDINGS CORPORATION
By
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Name:
Title:
IRON AGE INVESTMENT COMPANY
By
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Name:
Title:
FALCON SHOE MFG. CO.
By
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Name:
Title: