FIRST AMENDMENT TO SECOND AMENDED AND RESTATED
LOAN, GUARANTY AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN, GUARANTY AND
SECURITY AGREEMENT ("AMENDMENT"), is entered into as of the 20th day of
November, 2001 among the financial institutions listed on the signature pages
hereof (such financial institutions, together with their respective successors
and assigns (provided such assignees satisfy the conditions in Section 13.3 of
the Agreement (defined below), are referred to hereinafter each individually as
a "Lender" and collectively as the "Lenders"), Bank America, N.A., a national
banking association, ("Bank of America") with an office at 0000 Xxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxx 00000, as agent for the Lenders (in its capacity as agent),
together with its successors in its capacity as agent (the "Agent"), Varsity
Brands, Inc. (f/k/a Xxxxxxx Sports Inc.), a Delaware corporation, with offices
at 0000 Xxxxxxx Xxxx Xxxxx, Xxxxx Xxx, Xxxxxxx, XX 00000 (the "Parent
Guarantor"), and each of Varsity Spirit Corporation, a Tennessee corporation
("Spirit"), with offices at 0000 Xxxxxxx Xxxx Xxxxx, Xxxxx Xxx, Xxxxxxx, XX
00000, Varsity Spirit Fashions & Supplies, Inc., a Minnesota corporation
("Fashions"), with offices at 0000 Xxxxxxx Xxxx Xxxxx, Xxxxx Xxx, Xxxxxxx, XX
00000, Varsity USA, Inc., a Tennessee corporation ("USA"), with offices at 0000
Xxxxxxx Xxxx Xxxxx, Xxxxx Xxx, Xxxxxxx, XX 00000, Varsity/Intropa Tours, Inc., a
Tennessee corporation ("Intropa"), with offices at 0000 Xxxxxxx Xxxx Xxxxx,
Xxxxx Xxx, Xxxxxxx, XX 00000, and International Logos, Inc., a Tennessee
corporation ("Logos"), with offices at 0000 Xxxxxxx Xxxx Xxxxx, Xxxxx Xxx,
Xxxxxxx, XX 00000 (Spirit, Fashions, USA, Intropa and Logos are collectively
referred to as the "Borrower").
W I T N E S S E T H:
WHEREAS, Lenders, Agent, Parent Guarantor and Borrower entered into
that certain Second Amended And Restated Loan, Guaranty And Security Agreement
dated as of July 23, 2001 (the "Agreement"); and
WHEREAS, Lenders, Agent, Parent Guarantor and Borrower desire to modify
and amend certain provisions of the Agreement;
NOW, THEREFORE, for and in consideration of good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
all parties hereto, Lenders, Agent, Parent Guarantor and Borrower hereby agree
as follows:
1. The definition of Material License Agreements in SECTION 1.1 of the
Agreement is deleted in its entirety and the following inserted in lieu
thereof:
"Material License Agreements" means all license agreements entered into
by the Borrower or any of its Subsidiaries pursuant to which (i)
Borrower or such Subsidiary either Guarantees or actually pays
royalties to the licensor party to such license agreement in an amount
equal or greater than $100,000 per year or (ii) Borrower carries
Eligible Inventory with a book value of in excess of $100,000.
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2. Notwithstanding anything in the Agreement to the contrary, the parties
hereto acknowledge and agree that the Parent Guarantor (i) is
terminating its License Agreement between Parent Guarantor and Umbro
dated November 23, 1998 and described in SCHEDULE 1.1 to the Agreement
("Umbro License") and (ii) therefore need not obtain the Umbro Consent
required in SECTION 9.28 of the Agreement. The Agent and the Lenders
hereby waive the requirements of SECTION 9.28 of the Agreement. The
parties further acknowledge and agree that the Parent Guarantor and/or
the Borrower are transferring the Umbro Collateral and that Agent and
Lenders have no interest in the Umbro Collateral or the Umbro License.
3. The parties hereto ratify and confirm the terms of the Agreement and
agree that such Agreement remains in full force and effect, except as
expressly amended hereby. Any capitalized term used but not defined
herein shall have the meaning ascribed to it in the Agreement.
4. This Amendment may be executed by facsimile and in two (2) or more
counterparts, all of which together shall be deemed to constitute one
original instrument.
IN WITNESS WHEREOF, the parties hereto have set their hands or caused
this instrument to be executed as of the day and date first above written.
"PARENT GUARANTOR"
Varsity Brands, Inc.
(f/k/a Xxxxxxx Sports Inc.)
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Title: Senior Vice President - Chief
Financial Officer
"BORROWER"
Varsity Spirit Corporation
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------
Title: Senior Vice President - Chief
Financial Officer
Varsity Spirit Fashions & Supplies, Inc.
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------
Title: Senior Vice President - Chief
Financial Officer
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Varsity USA, Inc.
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------
Title: Senior Vice President - Chief
Financial Officer
Varsity/Intropa Tours, Inc.
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------
Title: Senior Vice President - Chief
Financial Officer
International Logos, Inc.
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------
Title: Senior Vice President - Chief
Financial Officer
"AGENT"
Bank of America, N.A., as the Agent
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Xxxxxx Xxxxxxx, Senior Vice President
"LENDERS"
Bank of America, N.A., as a Lender
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Xxxxxx Xxxxxxx, Senior Vice President
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