Amendment Number 2, dated as of April 14, 2003, to Credit Agreement



 
Exhibit 10.1.2

 
AMENDMENT NO. 2 TO CREDIT AGREEMENT

 
This AMENDMENT NO. 2 TO CREDIT AGREEMENT
(this “Amendment”), dated as of April 14, 2003 is entered into by and among WEST MARINE FINANCE COMPANY, INC., a California corporation (“Borrower”), each lender whose name is set forth on the signature pages hereof
or which may hereafter execute and deliver an Assignment and Acceptance with respect to the Credit Agreement pursuant to Section 11.8 of the Credit Agreement (collectively, the “Lenders” and individually, a
“Lender”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and an Arranger, with respect to the following: 
 
A.    Borrower, Wells Fargo Bank, National Association and Union Bank of California, N.A. have previously entered into
that certain Credit Agreement dated as of January 14, 2003 (as the same may be amended, restated, supplemented or otherwise modified from time to time, including, but not limited to, by this Amendment, the “Credit Agreement”).
Capitalized terms are used in this Amendment as defined in the Credit Agreement, unless otherwise defined herein. 
 
B.    Section 5.14 provides for certain post-closing items to be completed and for certain provisions to take effect
to the extent such post-closing items are not completed. 
 
C.    Borrower and the Administrative Agent have determined that it would be in the best interest of the parties to provide a 60 day extension to allow more time to work on completing such post-closing matters.

 
D.    In light of the
foregoing, Borrower, the Administrative Agent and the Requisite Lenders wish to amend the Credit Agreement as set forth in this Amendment. 
 
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows: 
 
1.    Section 5.14. 
 
(a)    Section 5.14 of the Credit Agreement is hereby amended by deleting “90” wherever it appears and substituting “150” in lieu thereof in each
instance. 
 
(b)    Section 5.14(a)(ii)(3) of the Credit Agreement is hereby amended by deleting “180” and substituting “240” in lieu thereof. 
 
2.    Representations
and Warranties in the Credit Agreement.    Borrower hereby confirms that the representations and warranties contained in the Credit Agreement are (before and after giving effect to this Amendment) true and correct in all
material respects and no Default or Event of Default has occurred and is continuing. 
 
3.    Conditions Precedent.    The amendments in Section 1 of this
Amendment shall be effective upon the Administrative Agent’s receipt of (a) counterparts of this Amendment executed by Borrower, the Administrative Agent and the Requisite Lenders and executed counterparts of the Guarantors’ consent to
this Amendment, sufficient in number for distribution to the Administrative Agent, the Lenders and Borrower. 
 
4.    Reaffirmation.    Except as amended by the terms herein, the Credit
Agreement and each other Loan Document remains in full force and effect and Borrower hereby reaffirms and ratifies the Credit Agreement and each other Loan Document. This Amendment contains the entire agreement of the parties hereto and supersedes
any and all prior agreements or understandings between the parties, written or oral, respecting the subject matter hereof. If there is any conflict between the terms and provisions of this Amendment and the terms and provisions of the Credit
Agreement or any other Loan Document, the terms and provisions of this Amendment shall govern. 
 
5.    Counterparts.    This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 







 
6.    Governing Law.    THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN
CALIFORNIA. 
 
7.    Waiver of Right to Trial by Jury.    EACH PARTY TO THIS AMENDMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER
THIS AMENDMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTY HERETO OR ANY OF THEM WITH RESPECT TO THIS AMENDMENT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AMENDMENT MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 
 
8.    Attorneys’ Fees and Other
Costs.    Borrower agrees to pay, on demand, all reasonable attorneys’ fees and costs (and allocated costs of attorneys employed by the Administrative Agent ) incurred in connection with the negotiation, documentation
and execution of this Amendment. 
 
9.    Miscellaneous.    This Amendment is a Loan Document as defined in the Credit Agreement, and the provisions of the Credit Agreement generally applicable to Loan Documents are
applicable hereto and incorporated herein by this reference. 
 
[This Space Intentionally Left Blank] 
 

2 








 
IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. 
 

	 WEST MARINE FINANCE COMPANY, INC.,
 a California corporation

	
	 By
	 	 /S/    ERIC
NELSON        

	 	 	

	 	 	 Name: Eric Nelson
 Title: CAO, VP—Finance

	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Administrative Agent

	
	 By
	 	 /S/    PATRICK
BISHOP        

	 	 	

	 	 	 Patrick Bishop
 Vice President

	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as a Lender, the Issuing Lender and
 the Swing Line Lender

	
	 By
	 	 /S/     PATRICK
BISHOP        

	 	 	

	 	 	 Patrick Bishop
 Vice President

	
	 UNION BANK OF CALIFORNIA, N.A.,
 as a Lender

	
	 By
	 	 /S/    WILLIAM E.
HINCH        

	 	 	

	 	 	 Name: William E. Hinch
 Title: Vice President

	
	 FLEET RETAIL FINANCE INC.,
 as a Lender

	
	 By
	 	 /S/    ALEXIS
GRIFFIN        

	 	 	

	 	 	 Name: Alexis Griffin
 Title: Vice President










 

	 LASALLE BANK,
 as a Lender

	
	 By
	 	 /S/    MARK
MITAL        

	 	 	

	 	 	 Name: Mark Mital
 Title: Vice President

	
	 GUARANTY BANK,
 as a Lender

	
	 By
	 	 /S/    SCOTT L.
BREWER        

	 	 	

	 	 	 Name: Scott L. Brewer
 Title: Vice President

	
	 WASHINGTON MUTUAL BANK,
 as a Lender

	
	 By
	 	 /S/    TONY
YEE        

	 	 	

	 	 	 Name: Tony Yee
 Title: Assistant Vice President

	
	 ALLIED IRISH BANKS PLC,
 as a Lender

	
	 By
	 	 /S/    JOHN
FARRACE        

	 	 	

	 	 	 Name: John Farrace
 Title: Senior Vice President

	
	 By
	 	 /S/    RIMA
TERRIDISTA        

	 	 	

	 	 	 Name: Rima Terridista 
 Title: Senior Vice President

	
	 U.S. BANK NATIONAL ASSOCIATION,
 as a Lender

	
	 By
	 	 /S/    JAMES W.
HENKEN        

	 	 	

	 	 	 Name: James W. Henken
 Title: Vice President










 

	 WEST COAST BANK,
 as a Lender

	
	 By
	 	 /S/    TIM
JOHNSON        

	 	 	

	 	 	 Name: Tim Johnson
 Title: Vice President

	
	 BANK OF THE WEST,
 as a Lender

	
	 By
	 	 /S/    GREG
TALLERICO        

	 	 	

	 	 	 Name: Greg Tallerico
 Title: Vice President

	
	 BANK LEUMI USA,
 as a Lender

	
	 By
	 	 /S/    BOAZ
BLUMOVITZ        

	 	 	

	 	 	 Name: Boaz Blumovitz
 Title: Vice President










 
Each of the
undersigned hereby acknowledges and consents to the foregoing Amendment and confirms and agrees that the Guaranty Agreement dated as of January 14, 2003 or Guarantee Agreement dated as of January 14, 2003 (as applicable) executed by it in favor of
the Administrative Agent and the Lenders remains in full force and effect in accordance with its terms and is hereby reaffirmed and ratified by each of the undersigned and each of the undersigned hereby confirms that the representations and
warranties contained in the Guaranty Agreement dated as of January 14, 2003 or Guarantee Agreement dated as of January 14, 2003 (as applicable) (including any incorporated by reference to the Credit Agreement) are (before and after giving effect to
this Amendment) true and correct in all material respects. 
 

	 WEST MARINE, INC.,
 a Delaware corporation

	
	 By:
	 	 /S/    ERIC
NELSON        

	 	 	

	 Name: Eric Nelson
 Title: CAO & Vice President—Finance

	
	 WEST MARINE PRODUCTS, INC.,
 a California corporation

	
	 By:
	 	 /S/    ERIC
NELSON        

	 	 	

	 Name: Eric Nelson 
 Title: CAO & Vice President—Finance

	
	 WEST MARINE PUERTO RICO, INC.,
 a California corporation

	
	 By:
	 	 /S/    ERIC
NELSON        

	 	 	

	 Name: Eric Nelson 
 Title: CAO & Vice President—Finance

	
	 W MARINE MANAGEMENT COMPANY, INC.,
 a California corporation

	
	 By:
	 	 /S/    ERIC
NELSON        

	 	 	

	 Name: Eric Nelson 
 Title: CAO & Vice President—Finance

	
	 WEST MARINE LBC, INC.,
 a California corporation

	
	 By:
	 	 /S/    ERIC
NELSON        

	 	 	

	 Name: Eric Nelson 
 Title: CAO & Vice President—Finance









 

	 WEST MARINE IHC I, INC.,
 a California corporation

	
	 By:
	 	 /S/    ERIC
NELSON        

	 	 	

	 Name: Eric Nelson
 Title: CAO & Vice President—Finance

	
	 E&B MARINE INC.,
 a Delaware corporation

	
	 By:
	 	 /S/    ERIC
NELSON        

	 	 	

	 Name: Eric Nelson 
 Title: CAO & Vice President—Finance

	
	 E & B MARINE LBC, INC.,
 a California corporation

	
	 By:
	 	 /S/    ERIC
NELSON        

	 	 	

	 Name: Eric Nelson 
 Title: CAO & Vice President—Finance

	
	 E & B MARINE IHC I, INC.,
 a California corporation

	
	 By:
	 	 /S/    ERIC
NELSON        

	 	 	

	 Name: Eric Nelson 
 Title: CAO & Vice President—Finance

	
	 E & B MARINE SUPPLY, INC.,
 a New Jersey corporation

	
	 By:
	 	 /S/    ERIC
NELSON        

	 	 	

	 Name: Eric Nelson 
 Title: CAO & Vice President—Finance

	
	 E & B MARINE SUPPLY, INC.,
 a Maryland corporation

	
	 By:
	 	 /S/    ERIC
NELSON        

	 	 	

	 Name: Eric Nelson 
 Title: CAO & Vice President—Finance









 

	 GOLDBERGS’ MARINE DISTRIBUTORS, INC.,
 a Delaware corporation

	
	 By:
	 	 /S/    ERIC
NELSON        

	 	 	

	 Name: Eric Nelson
 Title: CAO & Vice President—Finance

	
	 JAMES BLISS & CO., INC.,
 a Massachusetts corporation

	
	 By:
	 	 /S/    ERIC
NELSON        

	 	 	

	 Name: Eric Nelson 
 Title: CAO & Vice President—Finance

	
	 SEA RANGER MARINE INC.,
 a Delaware corporation

	
	 By:
	 	 /S/    ERIC
NELSON        

	 	 	

	 Name: Eric Nelson 
 Title: CAO & Vice President—Finance

	
	 KRISTA CORPORATION,
 a Delaware corporation

	
	 By:
	 	 /S/    ERIC
NELSON        

	 	 	

	 Name: Eric Nelson 
 Title: CAO & Vice President—Finance

	
	 CENTRAL MARINE SUPPLY, INC.,
 a New Jersey corporation

	
	 By:
	 	 /S/    ERIC
NELSON        

	 	 	

	 Name: Eric Nelson 
 Title: CAO & Vice President—Finance

	
	 WEST MARINE CANADA CORP.,
 a Nova Scotia unlimited liability company

	
	 By:
	 	 /S/    ERIC
NELSON        

	 	 	

	 Name: Eric Nelson 
 Title: CAO & Vice President—Finance