AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENT
As of March 31, 1998
Xxxxxxx Radio Corp.
Majexco Imports, Inc.
0 Xxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Gentlemen:
Congress Financial Corporation ("Pledgee"), Xxxxxxx Radio Corp. ("Pledgor")
and Majexco Imports, Inc. ("Majexco", and together with Pledgor, individually
and collectively, the "Borrower") have entered into certain financing
arrangements pursuant to the Loan and Security Agreement, dated March 31, 1994,
between Pledgee and Borrower, as amended by Amendment No. 1 to Financing
Agreements, dated August 24, 1995, Amendment No. 2 to Financing Agreements,
dated February 13, 1996, Amendment No. 3 to Financing Agreements, dated August
20, 1996, Amendment No. 4 to Financing Agreements, dated November 14, 1996,
Amendment No. 5 to Financing Agreements, dated February 18, 1997, Amendment No.
6 to Financing Agreements, dated August 14, 1997 and Amendment No. 7 to
Financing Agreements dated as of the date hereof (as amended, the "Loan
Agreement"), together with various other agreements, documents and instruments
at any time executed and/or delivered in connection therewith or related
thereto, including, but not limited to, a certain Pledge and Security Agreement,
dated December 10, 1996, by Pledgor in favor of Pledgee ("Pledge Agreement") (as
the same now exist or may hereafter be amended, modified, supplemented,
extended, renewed, restated or replaced, collectively, the "Financing
Agreements"). All capitalized terms used herein shall have the meanings
assigned thereto in the Pledge Agreement, unless otherwise defined herein.
In connection with Amendment No. 7 to Financing Agreements, Pledgor has
requested that Pledgee release certain of the Pledge Securities and agree to
amend the Pledge Agreement by reason thereof, and Pledgee is willing to effect
such release and to enter into such amendment, subject to the terms and
conditions set forth herein.
In consideration of the foregoing, the mutual agreements and covenants
contained herein and other good and valuable consideration, the parties hereto
agree as follows:
1. RELEASE. Pledgee hereby releases from the Pledged Securities (i) all
shares of the common stock of Sport Supply Group, Inc. ("SSG") constituting part
of the Pledged Stock on the date hereof, except for 500,000 shares thereof (the
"Retained SSG Pledged Shares'), which shall remain Pledged Stock and Pledged
Securities, and which shall remain part of the Pledged Property, and (ii) all
warrants issued by SSG constituting the Pledged Warrants on the date hereof. As
soon as practicable following the date hereof, Pledgee shall deliver to the
transfer agent for the common stock of SSG, the Certificate No. GYM 7162
evidencing 1,600,000 shares of common stock of SSG heretofore pledged to
Pledgee, accompanied by a written request by Pledgee, which shall be confirmed
or joined in by Pledgor, addressed to such transfer agent requesting that (x)
such Certificate No. GYM 7162 be exchanged for two newly issued certificates,
each registered in the name of Pledgor, for 1,100,000 shares and 500,000 shares
of common stock of SSG, respectively, (y) the new certificate evidencing
the 1,100,000 shares of SSG common stock be delivered to Pledgor, and (z)
the new certificate evidencing the 500,000 shares of SSG common stock be
delivered to Pledgee.
2. PLEDGED SECURITIES. Exhibit A to the Pledge Agreement is hereby
deleted and replaced in its entirety with Amended Exhibit A annexed hereto,
which Pledgee is authorized by Pledgor to complete with the certificate number
of the certificate evidencing the Retained SSG Pledged Shares. Pledgor shall
execute and deliver to Pledgee five (5) stock powers, undated and in blank, with
signature guarantee and medallion guarantee, with respect to the new stock
certificate evidencing the 500,000 shares of SSG common stock.
3. CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective
only upon the satisfaction of all conditions to the effectiveness of Amendment
No. 7 to Financing Agreements, dated of even date herewith, by and between
Pledgor, Pledgee and certain affiliates of Pledgor.
4. EFFECT OF THIS AMENDMENT. Except as specifically modified pursuant
hereto, no other changes or modifications to the Pledge Agreement are intended
or implied and in all other respects, the Pledge Agreement is hereby
specifically ratified, restated and confirmed by Pledgor as of the date hereof.
To the extent of any conflicts between the terms of this Amendment and the
Pledge Amendment, the terms of this Amendment shall control. Except as
expressly stated herein, nothing contained herein shall be construed in any
manner to constitute a waiver, release or termination or to otherwise limit or
impair any of the Obligations or any duties or responsibilities of Borrower or
Pledgor to Pledgee under the Financing Agreements.
5. GOVERNING LAW. This Amendment and the rights and obligations hereunder
of each of the parties hereto shall be governed by and interpreted and
determined in accordance with the laws of the State of New York.
6. BINDING EFFECT. This Amendment shall be binding upon and inure to the
benefit of each of the parties hereto and their respective successors and
assigns.
7. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, but all of such counterparts shall together constitute but one and
the same agreement. In making proof of this Amendment it shall not be necessary
to produce or account for more than one counterpart thereof signed by each of
the parties hereto.
By the signatures hereto of each of their duly authorized officers, all of
the parties hereto mutually covenant and agree as set forth herein.
Very truly yours,
CONGRESS FINANCIAL CORPORATION
By: /s/ Xxxxxxxxx Xxxxxx
Title: 1st VP
AGREED AND ACCEPTED:
XXXXXXX RADIO CORP.
By: /s/ Xxxx X. Xxxxxx
Title: EVP, CFO
CONSENTED TO AND AGREED:
MAJEXCO IMPORTS, INC.
By: /s/ Xxxx X. Xxxxxx
Title: SVP - Finance - Treasurer
X. X. XXXXX, INC.
XXXXXXX COMPUTER CORP.
By: /s/ Xxxx X. Xxxxxx
Title: SVP - Finance - Treasurer
[SIGNATURES CONTINUED ON THE NEXT PAGE]
[SIGNATURES CONTINUED FROM THE PREVIOUS PAGE]
XXXXXXX RADIO CANADA LTD.
By: /s/ Xxxx Xxxxxx
Title: Treasurer
XXXXXXX RADIO & TECHNOLOGIES N.V.
By: /s/ Xxxx Xxxxxx
Title: SVP - Finance - Treasurer
