Fifth Amendment To Credit Facility

EXHIBIT 10.7


FIFTH AMENDMENT TO CREDIT AGREEMENT
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THIS FIFTH AMENDMENT to Credit Agreement (the "Amendment") is made as of this 30th day of November, 1996, by and among Converse Inc. ("Borrower"), BT Commercial Corporation, as Agent in such capacity, ("Agent"), BT Commercial Corporation (in its capacity as lender, "BTCC"), The Bank of New York Commercial Corporation ("Bank of New York"), Fleet Bank of Massachusetts, N.A. ("Fleet"), Harris Trust and Savings Bank ("Harris"), Heller Financial, Inc. ("Heller"), LaSalle National Bank ("LaSalle"), Nationsbank of Texas, N.A. ("Nationsbank"), Sanwa Business Credit Corporation ("Sanwa"), Fleet Capital Corporation ("Fleet Capital"), and First Source Financial LLP ("First Source"), (BTCC, Bank of New York, Fleet, Harris, Heller, LaSalle, Nationsbank, Sanwa, Fleet Capital and First Source, herein collectively referred to as "Lenders").


W I T N E S S E T H:
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WHEREAS, Borrower, Agent and Lenders are parties to that certain Credit Agreement dated as of November 17, 1994, as amended by that certain First Amendment to Credit Agreement dated as of May 18, 1995, that certain Second Amendment to Credit Agreement dated as of November 13, 1995, that certain Third Amendment to Credit Agreement dated as of February 29, 1996 and that certain Fourth Amendment to Credit Agreement dated as of August 30, 1996 (collectively, 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 agree as follows:


SECTION I. 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.
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2.1 The defined term "BORROWING BASE", which appears in Section 1.1 of
the Credit Agreement is hereby amended by deleting the period at the
end of subsection (D) thereof and inserting the following:


", plus
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(E) so long as (i) no Event of Default has occurred and is
continuing, and (ii) the Support Letter of Credit remains
outstanding or a draw has been made


thereunder, $10,000,000 during the period commencing November
15, 1996 and ending March 31, 1997."


2.2 The defined term "CONSOLIDATED NET WORTH", which appears in Section
1.1 of the Credit Agreement, is hereby deleted.


2.3 Section 7.7 of the Credit Agreement is hereby deleted in its
entirety and the following is inserted in lieu thereof:


"7.7 Interest Coverage Ratio. Borrower shall not permit the
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ratio of EBITDA to Consolidated Interest Expense, to be less
than (A) 4.0 to 1 for the three month period ending March 31,
1997; (B) 2.1 to 1 for the six month period ending June 30,
1997; (C) 2.0 to 1 for the nine month period ending September
30, 1997; (D) 1.65 to 1 for the twelve month period ending
December 31, 1997; and (E) 1.65 to 1 for the twelve month
period ending with each fiscal quarter of Borrower thereafter
during the term hereof."


2.4 Section 7.19 of the Credit Agreement is hereby deleted in its
entirety.


2.5 Section 7.20 of the Credit Agreement is hereby deleted in its
entirety and the following is inserted in lieu thereof:


"7.20 Minimum EBITDA. Borrower shall not permit its EBITDA to
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