Exhibit 10.1
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THE HOCKEY COMPANY,
THE SUBSIDIARIES FROM TIME TO TIME PARTY THERETO
AND
THE BANK OF NEW YORK,
AS COLLATERAL AGENT
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FIRST AMENDMENT TO
PLEDGE AND SECURITY AGREEMENT
DATED AS OF MAY 22, 2003
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FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENT, dated as of May 22,
2003 (the "FIRST AMENDMENT"), among The Hockey Company, a Delaware corporation
(the "COMPANY"), certain Subsidiaries from time to time party thereto (the
"SUBSIDIARIES") and The Bank of New York, as Collateral Agent (the "COLLATERAL
AGENT").
WHEREAS, the Company, Sport Maska Inc. and the Subsidiary Guarantors
named therein have duly authorized, executed and delivered to The Bank of New
York, as Trustee, that certain Indenture, dated as of April 3, 2002 and as
supplemented from time to time (the "INDENTURE"), pursuant to which the
Company's and Sport Maska Inc.'s 11 1/4% Senior Secured Note Units due 2009 were
issued;
WHEREAS, in connection with the Indenture, the Company and the
Subsidiaries have duly authorized, executed and delivered to the Collateral
Agent that certain Pledge and Security Agreement, dated as of April 3, 2002 and
as supplemented or amended from time to time (the "PLEDGE AND SECURITY
AGREEMENT"), pursuant to which the Company and the Subsidiaries, among other
things, pledged certain certificated Securities;
WHEREAS, in order principally to take advantage of beneficial tax
treatment for intercompany financing arrangements by having a Swedish company,
rather than a U.S. company, as the direct parent of certain of its subsidiaries,
the Company completed a reorganization as of December 31, 2002 of its European
subsidiaries whereby a Swedish holding company, named Nordic Hockey Company AB
("NORDIC HOCKEY COMPANY"), was formed and, pursuant to a series of share
transfers and contributions, became the direct parent company of each of Jofa
Holding AB and KHF Sports Oy;
AND WHEREAS, the parties wish to execute this First Amendment in order
to amend Schedule I to Pledge and Security Agreement to reflect that (i) (A)
Nordic Hockey Company is now the wholly-owned subsidiary of WAP Holdings Inc.
and (B) WAP Holdings Inc., pursuant to this First Amendment, now hereby pledges
100% of the Securities of Nordic Hockey Company under the Pledge and Security
Agreement and (ii) (A) Sports Holdings Corp. is no longer the direct parent
company of KHF Sports Oy, (B) WAP Holdings Inc. is no longer the direct parent
company of Jofa Holding AB and (C) the respective pledges by Sports Holdings
Corp. and WAP Holdings Inc. of the shares of such companies, pursuant to this
First Amendment, are no longer effective and have been terminated;
NOW, THEREFORE, pursuant to Section 7.2 of the Pledge and Security
Agreement, the Company and certain of the Subsidiaries covenant and agree with
the Collateral Agent, for the benefit of those who shall hold the 11 1/4% Senior
Secured Note Units due 2009 from time to time, as hereinafter set forth.
ARTICLE 1
DEFINED TERMS
In this First Amendment and in the recitals hereto, except as otherwise
expressly provided herein or unless the context otherwise requires, words and
expressions which are defined in the Pledge and Security Agreement shall have
the meanings, when used herein and in the recitals hereto, as are ascribed to
them in the Pledge and Security Agreement.
ARTICLE 2
AMENDMENT TO SCHEDULE I
2.1 Schedule I to Pledge and Security Agreement shall be amended and
restated as attached hereto as Exhibit I.
ARTICLE 3
MISCELLANEOUS PROVISIONS
3.1 Interpretation
This First Amendment is an amendment to the Pledge and Security
Agreement executed pursuant to Section 7.2 of the Pledge and Security
Agreement. Upon execution, delivery and effectiveness pursuant to this
First Amendment, the Pledge and Security Agreement shall be modified and
amended in accordance with this First Amendment.
3.2 Successors and Assigns
All covenants and agreements in this First Amendment by the Company
and the Subsidiaries party hereto or the Collateral Agent shall bind and
inure to the benefit of their respective successors and assigns.
3.3 Governing Law
This First Amendment shall be governed by and construed in accordance
with the laws of the State of New York, as applied to contracts made and
performed within the State of New York, without regard to principles of
conflict of laws. Each of the parties hereto agrees to submit to the
jurisdiction of any state or federal court located in the State of New York
in any action or proceeding arising out of or relating to this First
Amendment.
3.4 Duplicate Originals
The parties may sign any number of copies of this First Amendment.
Each signed copy shall be deemed an original, but all of them together
shall represent the same agreement.
3.5 Collateral Agent Disclaimer
The Collateral Agent shall not be responsible in any matter whatsoever
for or in respect of the validity or sufficiency of this First Amendment,
except with respect to the execution hereof by the Collateral Agent, nor
shall the Collateral Agent be responsible for or in respect of the recitals
contained herein, all of which are made solely by the Company and the
Subsidiaries party hereto.
[Signature page to follow]
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
duly executed as of the date first written above.
THE HOCKEY COMPANY, as a Grantor
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Chief Financial Officer and Vice President,
Finance and Administration
SPORTS HOLDINGS CORP., as a Grantor
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Chief Financial Officer and Vice President,
Finance and Administration
WAP HOLDINGS INC., as a Grantor
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Chief Financial Officer and Vice President,
Finance and Administration
THE BANK OF NEW YORK, as Collateral Agent
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxx X. Xxxxxxxx
Title: Assistant Vice President
EXHIBIT I
SCHEDULE I TO PLEDGE AND SECURITY AGREEMENT
Item A. [DELETED]
Item B. SECURITIES
Grantor: The Hockey Company
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ISSUER (CORPORATE) AUTHORIZED OUTSTANDING % OF SHARES
SHARES SHARES PLEDGED
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SLM Trademark Acquisition Corp. 3,000 Common Stock 3,000 Common Stock 100%
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Sport Maska Inc. Unlimited number of Class A, 100 Class A Common Stock 100%
B, C, and D Shares
25,470,000 Class B
Preferred Stock 100%
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Maska U.S., Inc. 500 Common Stock 460 Common Stock 100%
16,000 Preferred Stock 16,000 Preferred Stock 100%
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Sports Holding Corp. 1,000,000 Class A Common 1,000 Class A Common Stock 100%
Stock
1,000,000 Class B Common N/A
Stock
125,000 Preferred Stock N/A
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Grantor: SLM Trademark Acquisition Corp.
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ISSUER (CORPORATE) AUTHORIZED OUTSTANDING % OF SHARES
SHARES SHARES PLEDGED
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SLM Trademark Acquisition Canada Unlimited number of Class A 10 Class A Common 100%
Corporation and B Common Shares
Unlimited number of Class A,
B, C, and D Preferred
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Grantor: Sports Holding Corp.
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ISSUER (CORPORATE) AUTHORIZED OUTSTANDING % OF SHARES
SHARES SHARES PLEDGED
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WAP Holdings Inc. 2,000,000 Common Stock 1,630,000 Common Stock 100%
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Grantor: WAP Holding Inc.
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ISSUER (CORPORATE) AUTHORIZED OUTSTANDING % OF SHARES
SHARES SHARES PLEDGED
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Nordic Hockey Company AB 100 Common Shares 100 Common Shares 100%
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LIMITED LIABILITY COMPANY INTERESTS
ISSUER (LIMITED LIABILITY COMPANY) % OF LIMITED LIABILITY TYPE OF LIMITED LIABILITY
COMPANY INTERESTS PLEDGED COMPANY INTERESTS PLEDGED
None
PARTNERSHIP INTERESTS
% OF PARTNERSHIP TYPE OF PARTNERSHIP
ISSUER (PARTNERSHIP) INTERESTS PLEDGED INTERESTS PLEDGED
None
