EXHIBIT 10.8
Global Private Client Group
Xxxxxxx Xxxxx Business Financial Services
Inc.
00 Xxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxx Xxxx, XX 00000-0000
[XXXXXXX XXXXX LETTERHEAD] (000) 000-0000 Direct
(000) 000-0000 Fax
Xxxxx Xxxxx
Vice President -- Sr. Underwriter
Xxxxx_Xxxxx@xx.xxx
August 26, 2004
Collegiate Pacific Inc.
00000 Xxxxxx Xx., Xxxxx 000
Xxxxxx, XX 00000
Attn: Xx. Xxxx Xxxxxx
RE: AMENDMENT TO LOAN DOCUMENTS
Dear Xx. Xxxxxx:
This Letter Agreement will serve to confirm certain agreements of Xxxxxxx Xxxxx
Business Financial Services Inc. ("MLBFS") and Collegiate Pacific Inc.
("Customer") with respect to: (i) that certain WCMA LOAN AND SECURITY AGREEMENT
NO. 586-07067 between MLBFS and Customer (including any previous amendments and
extensions thereof, the "Loan Agreement"), and (ii) all other agreements between
MLBFS and Customer or any party who has guaranteed or provided collateral for
Customer's obligations to MLBFS in connection therewith (collectively, the "Loan
Documents"). Capitalized terms used herein and not defined herein shall have the
meaning set forth in the Loan Documents.
AMENDMENTS
Subject to the terms hereof, effective as of the "Effective Date" (as defined
below), the Loan Documents are hereby amended as follows:
(a) Section 3.3 (i) of the Loan Agreement shall be amended by modifying the
third sentence therein as follows:
"For purposes hereof, `Leverage Ratio' shall mean the ratio of
Customer's and Business Guarantors' aggregate total liabilities (expressly
excluding any unused availability under the WCMA Line of Credit) to Customer's
and Business Guarantors' aggregate Tangible Net Worth."
(b) Section 3.3(m) of the Loan Agreement shall be amended by modifying the
second sentence therein as follows:
"For purposes hereof, on and after June 30, 2004. "Total Debt to EBITDA
Ratio" shall mean the ratio of (a) all debt for borrowed money, including all
debt to MLBFS, but excluding any unused availability under the WCMA Line of
Credit to (b) income before interest (including payments in the nature of
interest under capital leases), taxes, depreciation, amortization, and other
non-cash charges; all as determined on a trailing 12-month basis as set forth in
Customer's and Business Gurantors' regular quarterly financial statements
prepared in accordance to GAAP."
Collegiate Pacific Inc.
August 26, 2004
Page No. 2
(c) Customer and Business Guarantors acknowledge the addition of Xxxxx Sporting
Goods Co., Inc. ("Xxxxx") as a Guarantor under the Loan Documents and that all
references to Business Guarantor in the Loan Documents, including without
limitation, determination of compliance with all financial covenants and
delivery of all financial statement monitoring requirements, shall include Xxxxx
together with all other Business Guarantors.
SPECIFIC REPRESENTATIONS AND WARRANTIES
Pursuant to the requirements of Section 5(f) of that certain Consent Agreement
dated July 22, 2004 by and between Customer and MLBFS ("Consent Agreement"),
Customer represents and warrants to MLBFS that after giving effect to the
Customer's acquisition of Xxxxx and the clarifications set forth in sections (a)
and (b) above, Customer and all Business Guarantors (including Xxxxx) are in
compliance with Section 3.3(h), Section 3.3(i) and Section 3.3(m) of the Loan
Agreement.
CONSENT AGREEMENT REQUIREMENTS
Pursuant to Section 5(e) of the Consent Agreement, Customer was to have
delivered to MLBFS certain financial statements (the "Pro Forma Financials")
within 30 days of the effective date of the Consent Agreement. At Customer's
request, MLBFS is hereby extending the delivery date of the Pro Forma Financials
for sixty (60) days from the date of this Letter Agreement.
OTHER
Except as expressly amended hereby, the Loan Documents that shall continue in
full force and effect upon all of their terms and conditions.
By their execution of this Letter Agreement, the below-named Business Guarantors
hereby consent to the foregoing modifications to the Loan Documents, and hereby
agree that the "Obligations" under their respective Unconditional Guaranty
and/or agreements providing collateral shall extend to and include the
Obligations of Customer under the Loan Documents, as amended hereby.
Customer and said Business Guarantors acknowledge, warrant and agree, as a
primary inducement to MLBFS to enter into this Agreement, that after giving
effect to the clarifications set forth in sections (a) and (b) above, (a) no
Default or Event of Default has occurred and is continuing under the Loan
Documents; (b) each of the warranties of Customer in the Loan Documents are true
and correct as of the date hereof and shall be deemed remade as of the date
hereof; (c) neither Customer nor any of said Business Guarantors have any claim
against MLBFS or any of its affiliates arising out of or in connection with the
Loan Documents or any other matter whatsoever; and (d) neither Customer nor any
of said Business Guarantors have any defense to payment of any amounts owing, or
any right of counterclaim for any reason under, the Loan Documents.
Provided that no Event of Default, or event which with the giving of notice,
passage of time, or both, would constitute an Event of Default, shall then have
occurred and be continuing under the terms of the Loan Documents, the amendments
and agreements in this Letter Agreement will become effective on the date (the
"Effective Date") upon which: (a) Customer and the Business Guarantor shall have
executed and returned the duplicate copy of this Letter Agreement enclosed
herewith; and (b) an officer of MLBFS shall have reviewed and approved this
Letter Agreement as being consistent in all respects with the original internal
authorization hereof.
Collegiate Pacific Inc.
August 26, 2004
Page No. 3
Notwithstanding the foregoing, if Customer and the Business Guarantors do not
execute and return the duplicate copy of this Letter Agreement within 14 days
from the date hereof, or if for any other reason (other than the sole fault of
MLBFS) the Effective Date shall not occur within said 14-day period, then all of
said amendments and agreements will, at the sole option of MLBFS, be void.
Very truly yours,
XXXXXXX XXXXX BUSINESS FINANCIAL SERVICES INC.
By: /s/ XXXXX XXXXX
---------------------------------------
Xxxxx Xxxxx
Vice President
Accepted:
COLLEGIATE PACIFIC INC.
By: /s/ XXXXXXX X. XXXXXX
---------------------------------------
Xxxxxxx X. Xxxxxx,
Chief Financial Officer
Approved:
XXXXXXXX TEAM SPORTS, INC.
By: /s/ XXXXXXX X. XXXXXX
---------------------------------------
Xxxxxxx X. Xxxxxx,
Chief Financial Officer
TOMARK SPORTS, INC.
By: /s/ XXXXXXX X. XXXXXX
---------------------------------------
Xxxxxxx X. Xxxxxx,
Chief Financial Officer
XXXXX SPORTING GOODS CO., INC.
By: /s/ XXXXXXX X. XXXXXX
---------------------------------------
Xxxxxxx X. Xxxxxx,
Chief Financial Officer
