EXHIBIT 99.5
Private Client Group
XXXXXXX XXXXX BUSINESS
FINANCIAL SERVICES INC.
[XXXXXXX XXXXX LOGO] 00 Xxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxx Xxxx, XX
(000) 000-0000
FAX: (000) 000-0000
November 26, 2004
Collegiate Pacific Inc.
00000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
RE: AMENDMENT TO LOAN DOCUMENTS
Ladies & Gentlemen:
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), and (ii) all other agreements between MLBFS and Customer or
any party who has guaranteed or provided collateral for Customer's obligations
to MLBFS (a "Guarantor") 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.
Subject to the terms hereof, effective as of the "Effective Date" (as defined
below), the Loan Documents are hereby amended as follows:
(a) 3.3(m) of the Loan Agreement is hereby amended to read as follows:
SENIOR DEBT TO EBITDA. Customer's and Business Guarantor's aggregate
"Senior Debt to EBITDA" shall not at any time exceed 2.0 to 1.0. For purposes
hereof, "Senior Debt to EBITDA" shall mean the ratio of (a) debt to MLBFS 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 Guarantor's regular quarterly and annual financial statements prepared
in accordance with GAAP.
(b) The "Consent Effective Date" of that certain Consent Agreement dated
November 18, 2004 by and between Customer and MLBFS is November 26, 2004.
(c) Section 3.3(i) of the Loan Agreement is hereby deleted in its entirety.
Except as expressly amended hereby, the Loan Documents shall continue in full
force and effect upon all of their terms and conditions.
Customer acknowledges, warrants and agrees, as a primary inducement to MLBFS to
enter into this Agreement, that: (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) Customer does not 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) Customer does not
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 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, as such
approval of MLBFS may be evidenced by MLBFS' delivery to Customer of a copy of
the Letter Agreement executed both by MLBFS and by the Customer.
If Customer does not execute and return the duplicate copy of this Letter
Agreement within 14 days from the date hereof 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
--------------------------------------
Printed Name: Xxxxxxx X. Xxxxxx
Title: Chief Financial Officer
Approved:
TOMARK SPORTS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Printed Name: Xxxxxxx X. Xxxxxx
Title: Chief Financial Officer
XXXXXXXX TEAM SPORTS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Printed Name: Xxxxxxx X. Xxxxxx
Title: Chief Financial Officer
XXXXX SPORTING GOODS CO., INC.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Printed Name: Xxxxxxx X. Xxxxxx
Title: Chief Financial Officer
