4TH Amendment To Credit Facility 08/30/96

Exhibit 10.2


FOURTH AMENDMENT TO CREDIT AGREEMENT
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THIS FOURTH AMENDMENT to Credit Agreement (the "Amendment") is made as of this 30th day of August, 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 and that certain Third Amendment to Credit Agreement dated as of February 29, 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:


1 . DEFINITIONS. Unless otherwise defined herein, all capitalized terms
----------- shall have the meaning given to them in the Credit Agreement.


2 . AMENDMENTS TO CREDIT AGREEMENT.
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.1 The defined term "BORROWING BASE", which appears in Section 1.1 of the
Credit Agreement is hereby amended by deleting the phrase "thirty
percent (30%) of the then Eligible Retail Inventory, but in any event
not more than $2,500,000," in subclause (B)(ii)(2) and inserting the
following in lieu thereof:


"fifty percent (50%) of the then Eligible Retail Inventory, but
in any event not more than $5,000,000"


and also by deleting the phrase "May, June and July of each year" in
the proviso of clause (B) and inserting the phrase "May through and
including November in 1996 and May, June and July of every year
thereafter" in lieu thereof.


.2 Section 7.7 of the Credit Agreement is hereby amended by deleting the
phrase " ".93 to 1 for the nine month period ending September 30,
1996; (E)" and relettering clause "(F)", clause "(E)".


.3 Section 7.19 of the Credit Agreement is hereby amended after the
phrase "at the end of any calendar quarter commencing March 31, 1996"
in the second and third lines by inserting the parenthetical "(other
than the calendar quarter ending September 30, 1996)" and in the table
listing Projected Net Income Amounts by deleting the reference to
calendar quarter September 30 and the corresponding figure,
"$1,101,000."


.4 Section 7.20 of the Credit Agreement is hereby amended by deleting
such Section in its entirety and inserting the following in lieu
thereof:


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