[LETTERHEAD]
July 12, 2000
Worldwide Sports & Recreation, Inc.
0000 Xxxx
Xxxxxxxx Xxxx, Xxxxxx 00000
Re: Financing Commitment
Gentlemen:
Antares Capital Corporation ("Antares") is pleased to provide this commitment
to you to amend or amend and restate, including an increase in the amount of,
the financing memorialized by that certain Amended and Restated Credit
Agreement dated as of February 8, 2000, among you, as Borrower, Antares, as
Agent, and the Lenders party thereto (the "Existing Credit Agreement") on the
terms and subject to the conditions set forth herein and in the term sheet
attached hereto (the "Term Sheet"). The letter supercedes in its entirety our
letter to you dated June 23, 2000.
Xxxxxxxx agrees to reimburse Antares for all Attorney Costs (as defined in
the Existing Credit Agreement) incurred by Antares in connection with the
preparation, negotiation, execution, syndication and enforcement of this
commitment letter and the Loan Documents and any other related documentation,
regardless of whether such Loan Documents are executed or the transaction
shall close.
Borrower further agrees to indemnify and hold harmless Antares and its
officers, directors, employees, agents and attorneys (each an "Indemnified
Party") against any and all losses, claims, damages, costs, expenses
(including Attorney Costs) or liabilities of every kind whatsoever
(collectively, the "Indemnified Obligations") to which any of the Indemnified
Parties may become subject in connection with this commitment letter, except
that Borrower shall not be liable to any Indemnified Party for any
Indemnified Obligations of such Indemnified Party to the extent any of the
foregoing is found in a final judgment by a court to have arisen solely from
gross negligence or willful misconduct of such Indemnified Party. This
indemnification obligation will continue notwithstanding any termination of
this commitment.
Neither Antares nor any Lender shall be liable under this commitment letter
or any Loan Document or in respect of any act, omission or event relating to
the transaction contemplated hereby or thereby, on any theory of liability,
for any special, indirect, consequential or punitive damages.
The commitment letter and the attached Term Sheet are for Borrower's
confidential use only and no other person may rely hereon or thereon and may
not be disclosed by the Borrower to any person other than its employees,
directors, stockholders, attorneys and financial advisors (but not commercial
lenders) and then only in connection with the proposed transaction and on a
confidential basis, except where in Borrower's judgment, disclosure is
required by law or where Xxxxxxx' consent to the proposed disclosure is
provided, which consent shall not be unreasonably withheld.
Please indicate your acceptance of this commitment and return a signed copy
of this commitment letter to Antares. This commitment will expire at 5:00
p.m., Chicago time, on July 17, 2000, unless on or prior to such time Antares
shall have received a copy of this commitment letter and the fee letter of
even date herewith, each executed by you. Notwithstanding acceptance of this
commitment letter, the commitment herein will automatically terminate unless
definitive Loan Documents are executed and the transactions close on or
before August 17, 2000.
IF THIS COMMITMENT LETTER, THE TERM SHEET OR ANY ACT, OMISSION OR EVENT
HEREUNDER OR THEREUNDER BECOMES THE SUBJECT OF A DISPUTE, THE BORROWER AND
ANTARES EACH HEREBY WAIVE TRIAL BY JURY. THIS COMMITMENT LETTER SHALL BE
GOVERNED BY THE INTERNAL LAWS AND DECISIONS OF THE STATE OF ILLINOIS.
We are looking forward to working with you on this transaction.
Sincerely,
ANTARES CAPITAL CORPORATION
By: /s/ (illegible)
------------------------
Title: Managing Director
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WORLDWIDE SPORTS & RECREATION, INC.
By: /s/ Xxxxx Xxxxxxxxx
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Title: Assistant Secretary
Date: July 13, 2000
