Third Amendment to Credit Agreement, dated February 21, 2003



Exhibit 10.34 
 

THIRD AMENDMENT
TO CREDIT AGREEMENT 

 
among 
 
THE FINISH LINE, INC., 
 
the LENDERS Signatory Hereto 
 
and 
 
NATIONAL CITY BANK OF INDIANA, as Agent 
 
 

DATED AS OF FEBRUARY 21, 2003 








 
THIRD AMENDMENT TO CREDIT AGREEMENT 
 
THIS THIRD AMENDMENT made as of the 21st day of February, 2003, by and among
THE FINISH LINE, INC. (“Borrower”), the LENDERS party hereto, and NATIONAL CITY BANK OF
INDIANA, as agent for the Lenders hereunder (in such capacity, the “Agent”); 
 
W I T N E S S E T H: 
 
WHEREAS, as of September 20, 2000, the Borrower, the lenders party thereto and the Agent entered into a certain Credit Agreement, as amended as of March 16, 2001 and August 9, 2002 (as
amended, the “Agreement”); and 
 
WHEREAS, the parties desire to further amend the Agreement to revise the Capital Expenditures limitation, all subject to the terms contained herein; 
 
NOW, THEREFORE, in consideration of the premises, and the mutual promises
herein contained, the parties agree that the Agreement shall be, and it hereby is, amended as provided herein and the parties further agree as follows: 
 
PART I. AMENDATORY PROVISIONS 
 
SECTION 6 
Covenants 
 
6.16.
Capital Expenditures. Section 6.16 of the Agreement is hereby amended by substituting the following new Section 6.16 in lieu of the existing provision: 
 
6.16. Capital Expenditures. Borrower will not, nor will it permit any Subsidiary to, expend in the aggregate for
Borrower and its Subsidiaries on a non-cumulative basis for Capital Expenditures in excess of (a) Seventy-Four Million Dollars ($74,000,000) in the aggregate for the two (2) fiscal year period ending with fiscal year end 2004, (b) Forty Million
Dollars ($40,000,000) during the fiscal year ending 2005, and (c) Twenty Million Dollars ($20,000,000) for the period beginning on the first day of the fiscal year ending 2006 through the Facility Termination Date. For purposes of testing compliance
with this covenant, expenditures up to Four Million Five Hundred Thousand Dollars ($4,500,000) in the aggregate incurred in connection with the repair or replacement of damage caused by the 2002 Indianapolis, Indiana tornado and which are covered or
reimbursed by insurance proceeds shall be excluded from Capital Expenditures. 
 
 

THIRD AMENDMENT TO CREDIT
AGREEMENT
                                        
                                        
                                        
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PART II. CONTINUING EFFECT 
 
Except as expressly modified herein: 
 
(a) All terms, conditions, representations,
warranties and covenants contained in the Agreement shall remain the same and shall continue in full force and effect, interpreted, wherever possible, in a manner consistent with this Third Amendment; provided, however, in the event of any
irreconcilable inconsistency, this Third Amendment shall control; 
 
(b) The representations and warranties contained in the Agreement shall survive this Third Amendment in their original form as continuing representations and warranties of Borrower; and 
 
(c) Capitalized terms used in this Third
Amendment, and not specifically herein defined, have the meanings ascribed to them in the Agreement. 
 
In consideration hereof, Borrower represents, warrants, covenants and agrees that: 
 
(aa) Each representation and warranty set forth in the Agreement, as hereby amended, remains true and correct as of the
date hereof in all material respects, except to the extent that such representation and warranty is expressly intended to apply solely to an earlier date and except changes reflecting transactions permitted by the Agreement; 
 
(bb) There currently exist no offsets,
counterclaims or defenses to the performance of the Obligations (such offsets, counterclaims or defenses, if any, being hereby expressly waived); 
 
(cc) There has not occurred any Default or Unmatured Default; and 
 
(dd) After giving effect to this Third
Amendment and any transactions contemplated hereby, no Default or Unmatured Default is or will be occasioned hereby or thereby. 
 
PART III. CONDITIONS PRECEDENT 
 
Notwithstanding anything contained in this Third Amendment to the contrary, this Third Amendment shall not
become effective until each of the following conditions precedent have been fulfilled to the satisfaction of the Agent: 
 
(a) The Agent shall have received counterparts of this Third Amendment duly executed by the Agent, Borrower and the
Required Lenders; 
 
(b) All
reasonable expenses of the Agent incurred in connection with this Third Amendment, including, without limitation, attorneys’ fees, shall have been reimbursed by Borrower; 
 
(c) All legal matters incident to this Third Amendment shall be reasonably satisfactory to
the Agent and its counsel. 
 

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PART IV. INDEPENDENT CREDIT DECISION 
 
Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender, based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into this Third Amendment. 
 
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be executed by their respective officers duly authorized as of
the date first above written. 
 
[THIS SPACE INTENTIONALLY LEFT BLANK] 
 

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SIGNATURE PAGE OF 
THE FINISH
LINE, INC. 
TO 
THIRD AMENDMENT TO CREDIT AGREEMENT 
 
THE FINISH LINE, INC.

 
By:                                     
                                        
    
 
Title:                                    
                                      
 
3308 North Mitthoeffer Road 
Indianapolis, Indiana 46235 
Attention: Steven
J. Schneider 
Facsimile: 317-895-2884 
 

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SIGNATURE PAGE OF 
NATIONAL CITY
BANK OF INDIANA 
TO 
THIRD AMENDMENT TO CREDIT AGREEMENT 
 
NATIONAL CITY
BANK OF INDIANA, 
individually and as Agent 
 
By:                                     
                                        
    
 
Its:                                    
                                         

 
One National City Center 
Suite 200 East 
Indianapolis, Indiana 46255

Attention: R. Douglas Allen 
Facsimile: 317-267-6249 
 

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SIGNATURE PAGE OF 
UNION PLANTERS
BANK, NATIONAL ASSOCIATION 
TO 
THIRD AMENDMENT TO CREDIT AGREEMENT 
 
UNION PLANTERS
BANK, NATIONAL 
ASSOCIATION 
 
By:                                     
                                        
    
 
Its:                                    
                                         

 
One Indiana Square, Suite 227 
Indianapolis, Indiana 46204 
Attention: Thomas
W. Craig 
Facsimile: 317-221-6120 
 

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SIGNATURE PAGE OF 
U. S. BANK
NATIONAL ASSOCIATION 
TO 
THIRD AMENDMENT TO CREDIT AGREEMENT 
 
 
U.S.
BANK NATIONAL ASSOCIATION 
 
By:                                     
                                        
    
 
Its:                                    
                                         

 
One U.S. Bank Plaza 
St. Louis, Missouri 63101 
Attention: Daniel
R. Kraus 
Facsimile: 314-418-3859 
 

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SIGNATURE PAGE OF 
THE NORTHERN TRUST COMPANY 
To 
THIRD AMENDMENT TO CREDIT AGREEMENT 
 
 
THE NORTHERN
TRUST COMPANY 
 
By:                                     
                                        
    
 
Its:                                    
                                         

 
50 South LaSalle Street 
Chicago, Illinois 60675 
Attention: John Canty

Facsimile: 312-444-7028 
 

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SIGNATURE PAGE OF 
LASALLE BANK NATIONAL ASSOCIATION 
To 
THIRD AMENDMENT TO CREDIT AGREEMENT 
 
 
LASALLE BANK
NATIONAL 
ASSOCIATION 
 
By:                                     
                                        
    
 
Its:                                    
                                         

 
One American Square, Suite 1600 
Indianapolis, Indiana 46204 
Attention:
William H. Lutes 
Facsimile: 317-756-7021 
 

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