EXHIBIT 10.40-G
CONSENT AND AMENDMENT NO. 7 TO LOAN DOCUMENTS
March 19, 1999
Foothill Capital Corporation
11111 Santa Monica Boulevard
Suite 1500
Los Angeles, California 90025
Ladies and Gentlemen:
Foothill Capital Corporation ("Foothill") and KPR Sports International,
Inc. ("KPR") and RYKA Inc. ("Ryka", and together with KPR, individually,
"Borrower" and collectively, "Borrowers") have entered into certain financing
arrangements pursuant to the Amended and Restated Loan and Security Agreement
dated as of December 15, 1997 ("Restated Loan Agreement") by and among Foothill
and Borrowers as amended by Consent, Amendment No. 1 to Loan Documents and
Subordination Agreement, dated January 28, 1998, Amendment No. 1 to Amended and
Restated Loan and Security Agreement dated February 20, 1998, Consent, Amendment
No. 2 to Loan Documents and Waiver as to Certain Events of Default dated March
25, 1998, and Consent and Amendment No. 3 to Loan Documents dated as of May 12,
1998 and Amendment No. 4 to Loan Documents and Waiver, dated July __, 1998,
Amendment No. 5 to Loan Documents, dated December 3, 1998 (collectively, the
"Loan Agreement") and Consent and Amendment No. 6 to Loan Documents dated
January 29, 1999 and all agreements, documents and instruments at any time
executed and/or delivered in connection therewith or related thereto (together
with the Loan Agreement as the same are amended hereby, and as the same may be
amended, modified, supplemented, extended, renewed, restated or replaced,
collectively, the "Loan Documents"). All capitalized terms used herein shall
have the meanings assigned thereto in the Restated Loan Agreement, unless
otherwise defined herein.
Borrowers have requested that Foothill consent to the formation of a
new [indirectly] wholly-owned subsidiary of Global Sports, Inc. (the "Holding
Company"), namely, Global Sports Interactive, Inc., a Pennsylvania corporation
(the "Web Subsidiary").
Foothill is willing to consent to the foregoing subject to the terms
and conditions contained herein. By this Consent and Amendment, Foothill and
Borrowers desire and intend to evidence such consent and amendments.
In consideration of the foregoing, the parties hereto agree as follows:
1. Schedule 5.8. Schedule 5.8 of the Restated Loan Agreement is hereby
amended by adding the following to the end thereof:
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- Global Sports Interactive, Inc.
- PENNSYLVANIA CORPORATION
- 10,000 SHARES OF COMMON STOCK AUTHORIZED
- 100 SHARES OWNED BY GLOBAL SPORTS, INC.
WHICH IS 100% OF THE ISSUED AND
OUTSTANDING STOCK
2. Consent to Formation of Web Subsidiary. Pursuant to Section 7.13 of
the Restated Loan Agreement, Section 5.7(c) of the General Security Agreement
dated as of December 15, 1997 executed and delivered by Holding Company and any
other applicable provision of the Loan Documents, Borrowers and Guarantors
hereby request and Lender hereby consents to the formation of Global Sports
Interactive, Inc., a Pennsylvania corporation, to be owned as set forth on
amended Schedule 5.8 of the Restated Loan Agreement; provided, that, Borrowers
and Guarantors covenant that Borrowers and Guarantors shall not contribute more
than $1,000,000 (including all contributions made through the date hereof) in
the aggregate to Web Subsidiary until such time as Web Subsidiary is made a
party to the Loan Documents on terms and conditions acceptable to Lender.
3. Representations and Warranties. In addition to, and not in
limitation of, the continuing representations, warranties and covenants
heretofore or hereafter made by Borrowers to Foothill pursuant to the Loan
Documents, each Borrower hereby represents, warrants and covenants with and to
Foothill as follows (which representations, warranties and covenants are
continuing and shall survive the execution and delivery hereof and shall be
incorporated into and made a part of the Loan Documents):
(a) As of the date hereof, and after giving effect to the
consents set forth in paragraph 2 hereof, there exists no Event of Default and
no condition or event or other state of facts which, with the giving of notice
or lapse of time, or both, would constitute an Event of Default.
(b) This Consent and Amendment has been duly executed and
delivered by each Borrower and each Guarantor and is in full force and effect as
of the date hereof, and the agreements and obligations of each Borrower and each
Guarantor contained herein constitute legal, valid and binding obligations of
each Borrower and each Guarantor enforceable against each Borrower and each
Guarantor in accordance with their respective terms.
(c) All of the representations and warranties set forth in the
Loan Agreement and the other Loan Documents are true and correct in all material
respects on and as of the date hereof as if made on the date hereof, after
giving effect to the consent set forth in paragraph 2 hereof and the
consummation of the formation of the Web Subsidiary, except to the extent any
such representation or warrant is made as of a specified date, in which case
such representation or warranty shall have been true and correct as of such
date.
4. Conditions Precedent. The consent and amendments herein shall be
effective upon the receipt by Foothill of a counterpart of this Consent and
Amendment, duly authorized, executed and delivered by Borrowers and Guarantors.
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5. Effect of this Consent and Amendment.
(a) Except as modified pursuant hereto, no other changes or
modifications to the Loan Documents are intended or implied and in all other
respects the Loan Documents are hereby specifically ratified, restated and
confirmed by all parties hereto as of the effective date hereof. To the extent
of any conflict between the terms hereof and the other Loan Documents, the terms
hereof shall control.
(b) In addition to, and not in limitation of, any term or
provision contained in the Loan Agreement or any other Loan Document that
prohibits the disposal of assets of any Borrower or Guarantor, including,
without limitation, Section 7.4 of the Restated Loan Agreement, none of
Borrowers or Guarantors shall, without the prior written consent of Foothill in
each instance, dispose of any assets of any Borrower or Guarantor to any Person.
6. Further Assurances. The parties hereto shall execute and deliver
such additional documents and take such additional action as may be necessary or
desirable to effectuate the provisions and purposes of this Consent and
Amendment.
7. Governing Law. The rights and obligations hereunder of each of the
parties hereto shall be governed by and interpreted and determined in accordance
with the laws of the State of New York.
8. Binding Effect. This Consent and Amendment shall be binding upon and
inure to the benefit of each of the parties hereto and their respective
successors and assigns.
9. Counterparts. This Consent and Amendment may be executed in any
number of counterparts, but all of such counterparts shall together constitute
but one and the same agreement. In making proof of this Consent and Amendment,
it shall not be necessary to produce or account for more than one counterpart
thereof signed by each of the parties hereof.
Please sign the enclosed counterpart of this Consent and Amendment in
the space provided below, whereupon this Consent and Amendment, as so accepted
by Foothill, shall become a binding agreement among Borrowers and Foothill.
Very truly yours,
KPR SPORTS INTERNATIONAL, INC.
By: /s/ Michael G. Rubin
Title: Chairman and CEO
[SIGNATURES CONTINUE ON NEXT PAGE]
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[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
RYKA, INC.
By: /s/ Michael G. Rubin
Title: Chairman and CEO
AGREED:
FOOTHILL CAPITAL CORPORATION
By: /s/ Erik R. Sawyer
Title: Vice President
ACKNOWLEDGED AND AGREED TO
IN ALL RESPECTS:
APEX SPORTS INTERNATIONAL, INC.
By: /s/ Michael G. Rubin
Title: Chairman and CEO
MR MANAGEMENT INC.
By: /s/ Michael G. Rubin
Title: Chairman and CEO
GLOBAL SPORTS, INC.
By: /s/ Michael G. Rubin
Title: Chairman and CEO
[SIGNATURES CONTINUE ON NEXT PAGE]
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[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
G.S.I., INC.
By: /s/ Michael G. Rubin
Title: Chairman and CEO
GLOBAL SPORTS INTERACTIVE, INC.
By: /s/ Michael G. Rubin
Title: Chairman and CEO
/s/ Michael G. Rubin
MICHAEL RUBIN
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