EXHIBIT 99.4
Private Client Group
XXXXXXX XXXXX BUSINESS
FINANCIAL SERVICES INC.
[XXXXXXX XXXXX LOGO] 00 Xxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxx Xxxx, XX
TEL: (000) 000-0000
FAX: (000) 000-0000
Xxxxx Xxxxx
Vice President
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) (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 (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.
Customer has requested that MLBFS consent to a certain transaction (the
"Transaction") as set forth in that certain Consent Agreement by and between
MLBFS and Customer dated November 18, 2004. MLBFS consented to the Transaction
subject to certain conditions one of which was the change in the Maturity Date
of the Line of Credit from December 31, 2005 to September 30, 2005.
In connection therewith and subject to the terms hereof, effective as of the
"Effective Date" (as defined below), the Loan Documents are hereby amended as
follows:
(a) The definition of "Initial Maturity Date" in the Loan Agreement is hereby
amended from December 31, 2005 to September 30, 2005.
Except as expressly amended hereby, the Loan Documents shall continue in full
force and effect upon all of their terms and conditions.
By their execution of this Letter Agreement, the below-named 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 Guarantors acknowledge, warrant and agree, 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) neither
Customer nor any of said 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 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, and the
Collegiate Pacific, Inc.
November 23, 2004
Page No. 2
condition specified above shall have been met to our satisfaction, the
amendments and agreements in this Letter Agreement will become effective on the
date (the "Effective Date") upon which: (a) Customer and the Guarantors 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.
Notwithstanding the foregoing, if Customer and the Guarantors do not execute and
return the duplicate copy of this Letter Agreement within 2 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 2 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/ Xxxx Xxxxxxxxxx
-----------------------------------
Printed Name: Xxxx Xxxxxxxxxx
Title: Chief Executive Officer
Approved:
TOMARK SPORTS, INC.
By: /s/ Xxxx Xxxxxxxxxx
-----------------------------------
Printed Name: Xxxx Xxxxxxxxxx
Title: Chief Executive Officer
XXXXXXXX TEAM SPORTS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Printed Name: Xxxxxxx X. Xxxxxx
Title: Chief Financial Officer
Collegiate Pacific, Inc.
November 23, 2004
Page No. 2
COLLEGIATE PACIFIC, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Printed Name: Xxxxxxx X. Xxxxxx
Title: Chief Financial Officer
