EXHIBIT 10.1
CONSENT AND AMENDMENT NO. 3 TO LOAN DOCUMENTS
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as of May 12, 1998
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 by and among Foothill and Borrowers as amended by
Consent, Amendment No. 1 to Loan Documents and Subordination Agreement, dated as
of January 28, 1998, Amendment No. 1 to Amended and Restated Loan and Security
Agreement dated as of February 20, 1998 and Consent, Amendment No. 2 to Loan
Documents and Waiver as to Certain Events of Default, dated March 25, 1998, (the
"Loan Agreement") and all agreements, documents and instruments at any time
executed and/or delivered in connection therewith or related thereto, including,
without limitation, the Continuing Guaranty and the General Security Agreement,
each dated as of December 15, 1997, executed by Holding Company in favor of
Foothill (the "Holding Company Guaranty" and the "Holding Company GSA",
respectively) (all of the foregoing, 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 are hereinafter collectively referred to
as the "Loan Documents"). All capitalized terms used herein shall have the
meaning assigned thereto in the Loan Agreement, unless otherwise defined herein.
Borrowers have requested that Foothill (a) consent to Holding Company
entering into and executing a Stock Purchase Agreement among DMJ Financial,
Inc., a Barbados limited liability company, James J. Salter, Kenneth J.
Finkelstein, and the "Minority Shareholders" party thereto and as defined
therein (the "Stock Purchase Agreement") and to the consummation of the
transactions contemplated by the Stock Purchase Agreement, including (i) the
purchase by Holding Company of all of the issued and outstanding shares of
capital stock of each of Gen-X Equipment Inc., an Ontario corporation ("Gen-X
Equipment") and Gen-X Holdings Inc., a Washington corporation ("Gen-X Holdings";
and together with Gen-X Equipment, collectively, the "Gen-X Companies") on the
terms and conditions set forth in the Stock Purchase Agreement, (ii the issuance
and delivery by Holding Company to the current shareholders of the Gen-X
Companies (the "Owners"), in full payment of the purchase price for the issued
and outstanding shares of Gen-X Holdings stock ("Gen-X Holdings Stock") of (x)
1,500,000 unregistered shares of Holding Company common stock, (y) two (2)
certain non-negotiable subordinated contingent promissory notes in the principal
amount of $3,076,200 payable to DMJ Financial Inc. ("DMJ") and $1,423,800
payable to the Gen-X Shareholders Agent (as defined below), acting as agent for
certain other former shareholders of the Gen-X Companies (collectively, the
"Global/Gen-X Holdings Notes") and (z) 10,000 unregistered shares of Holding
Company preferred stock having a maximum aggregate redemption price of $500,000
(the "Gen-X Acquisition Preferred Stock") and, (ii in full payment of the
purchase price for the issued and outstanding shares of Gen-X Equipment stock
("Gen-X Equipment Stock"; and together with the Gen-X Holdings Stock,
collectively, the "Gen-X Stock"), two (2) certain non-negotiable subordinated
contingent promissory notes in the principal amount of $718,951.63 payable to
DMJ and $631,048.37 payable to the Gen-X Shareholders Agent (collectively, the
"Global/Gen-X Equipment Notes" and together with the Global/Gen-X Holdings
Notes, collectively, the "Gen-X Subordinated Notes"), and (b) amend the Loan
Agreement including, without limitation, increase the Maximum Revolving Amount
and decrease the applicable interest rates.
Foothill is willing to consent to the foregoing and to amend the Loan
Agreement, all on and subject to the terms and conditions contained in this
Consent and Amendment No. 3 to Loan Documents (this "Amendment"). By this
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. Consent.
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(a) Pursuant to Section 5.7(c) of the Holding Company GSA and Sections
7.1, 7.4, 7.9 and 7.13 of the Loan Agreement and any other agreement between
Foothill and Holding Company or between Foothill and any Borrower requiring the
consent or approval by Foothill, Foothill hereby consents to the execution and
delivery of the Stock Purchase Agreement, the purchase of the Gen-X Stock by
Holding Company in accordance with the Stock Purchase Agreement as in effect on
the date hereof
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and, in connection therewith, (i) the issuance and delivery to the Owners of the
Gen-X Holdings Stock of the Global/Gen-X Holdings Notes and the shares of Gen-X
Preferred Stock, and (ii the issuance and delivery to the Owners of the Gen-X
Equipment Stock of the Global/Gen-X Equipment Notes, subject, however, to the
satisfaction in full of each of the conditions precedent set forth in paragraph
7 of this Amendment.
(b) Notwithstanding anything to the contrary contained in paragraph
1(a) hereof, Foothill does not consent to either (i) the payment of principal or
interest or any other sums at any time owing under the Gen-X Subordinated Notes,
except as permitted in paragraph 4 below and in the Gen-X Subordination
Agreement (defined below), or (ii the redemption of any of the Preferred Stock,
except as permitted in Section 7.11 of the Loan Agreement, as amended pursuant
to this Amendment.
2. Amendments to Loan Agreement.
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(a) Maximum Revolving Amount. The definition of "Maximum Revolving
------------------------
Amount" set forth in Section 1.1 of the Loan Agreement is hereby deleted in its
entirety and replaced with the following:
"'Maximum Revolving Amount'" means $40,000,000."
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(b) Addition of Defined Terms. The following defined terms are hereby
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added in appropriate alphabetical order to Section 1.1 of the Loan Agreement:
"'Gen-X Companies' shall mean, collectively, Gen-X Holdings Inc., a
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Washington corporation, and Gen-X Equipment Inc., an Ontario
corporation."
"'Gen-X Shareholders Agent' shall mean Gary Glassman, duly authorized
------------------------
agent acting on behalf of the former shareholders (exclusive of DMJ
Financial, Inc.) of the Gen-X Companies, and any successor agent of
which Foothill receives notice in accordance with the Gen-X
Subordination Agreement."
"'Gen-X Subordinated Notes'" shall mean, collectively, (a) the non-
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negotiable contingent subordinated promissory notes payable to DMJ
Financial, Inc. ("DMJ"), a former shareholder of each of the Gen-X
Companies, in the principal amount of $3,076,200 and $718,951.63,
respectively, and (b) the non-negotiable contingent subordinated
promissory notes payable to the
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Gen-X Shareholders Agent in the principal amount of $1,423,800 and
$631,048.37, respectively."
"'Gen-X Subordinated Note Payments'" shall mean payments of principal,
--------------------------------
interest and any other sums made by Holding Company with respect to
its Indebtedness owing under the Gen-X Subordinated Notes as permitted
in accordance with and subject to this Agreement and the Gen-X
Subordination Agreement."
"'Gen-X Subordination Agreement'" shall mean the Subordination
-----------------------------
Agreement, dated as of May 12, 1998, executed by and among Holding
Company, Foothill, DMJ and Gary Glassman, as duly authorized Agent
acting on behalf of the payees of the Gen-X Subordinated Notes."
"'Gen-X Acquisition Preferred Stock'" shall mean the 10,000 shares of
---------------------------------
preferred stock issued by Holding Company to the former shareholders
of Gen-X Equipment Inc. in connection with and as partial
consideration for the purchase by Holding Company of all of the issued
and outstanding capital stock of said corporation."
"'Gen-X Acquisition Preferred Stock Redemption Payments' shall mean
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redemption payments actually made by Holding Company with respect to
the redemption of Gen-X Acquisition Preferred Stock, as permitted by
Section 7.11 of this Agreement."
"Secondary Offering" shall mean the sale and issuance by Holding
------------------
Company of additional shares of its capital stock in connection with
any secondary offering thereof pursuant to the Securities Act of 1933,
as amended."
(c) Amendment to Section 2.6(a)(i). Section 2.6(a)(i) of the Loan
------------------------------
Agreement is hereby amended by adding the following to the conclusion of such
Section:
"provided, however, that in the event Foothill consents in writing,
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which consent has not been granted as of the date hereof, to a
proposed Secondary Offering in accordance with this Agreement and
Holding Company thereafter completes such Secondary Offering at any
time from and after May 8, 1998 and receives net proceeds therefrom in
the aggregate amount of at least $20,000,000, then all Obligations
(except for undrawn Letters of Credit) shall bear interest at a per
annum
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rate of one-quarter of one (.25%) percentage point below the Reference
Rate."
(d) Amendment to Section 2.6(a)(ii). Section 2.6(a)(ii) of the Loan
-------------------------------
Agreement is hereby amended by adding the following at the conclusion of the
second sentence of such Section:
", provided, however, that in the event Holding Company completes a
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Secondary Offering at any time from and after May 8, 1998 and receives
net proceeds therefrom in the aggregate amount of at least
$20,000,000, then interest "based on the Adjusted Eurodollar Rate"
shall mean interest at the Adjusted Eurodollar Rate plus two-and-one-
----
quarter (2.25%) percentage points per annum."
(e) Amendment to Section 6.3 - Financial Statements, Reports,
---------------------------------------------------------
Certificates. Section 6.3 of the Loan Agreement is hereby deleted in its
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entirety and the following substituted therefor:
"FINANCIAL STATEMENTS, REPORTS, CERTIFICATES. Deliver to Foothill:
(a) as soon as available, but in any event within 30 days after the
end of (x) each month during each of Holding Company's fiscal years, a
company prepared consolidated and, solely as to the Gen-X Companies,
consolidating balance sheet and income statement of Holding Company,
and (y) each fiscal quarter during each of Holding Company's fiscal
years, a company prepared consolidated and, solely as to the Gen-X
Companies, consolidating statement of cash flow, covering Holding
Company's consolidated operations during such period; and (b) as soon
as available, but in any event within 90 days after the end of each of
Holding Company's fiscal years, consolidated and, solely as to the
Gen-X Companies, consolidating financial statements of Holding Company
for each such fiscal year, audited by independent certified public
accountants reasonably acceptable to Foothill and certified, without
any qualifications (except that the certification of the financial
statements for the fiscal year ended December 31, 1997 only shall be
permitted to contain a "going concern" emphasis and no other factor,
event or condition), by such accountants to have been prepared in
accordance with GAAP, together with a certificate of such accountants
addressed to Foothill stating that such accountants do not have
knowledge of the existence of any Default or Event of
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Default. Such audited financial statements shall include a balance
sheet, profit and loss statement, and statement of cash flow, each
prepared on a consolidated and, solely as to the Gen-X Companies,
consolidating basis, and, if prepared, such accountants' letter to
management.
Together with the above, Borrowers also shall deliver to Foothill
Holding Company's Form 10-Q Quarterly Reports, Form 10-K Annual
Reports, and Form 8-K Current Reports, and any other filings made by
Holding Company with the Securities and Exchange Commission, if any,
as soon as the same are filed, or any other information that is
provided by Holding Company to its shareholders, and each Borrower
shall deliver to Foothill any other report reasonably requested by
Foothill relating to the financial condition of Holding Company.
Each month, together with the financial statements provided
pursuant to Section 6.3(a), Borrowers shall deliver to Foothill a
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certificate signed by Holding Company's chief financial officer to the
effect that: (i) all financial statements delivered or caused to be
delivered to Foothill hereunder have been prepared in accordance with
GAAP (except, in the case of unaudited financial statements, for the
lack of footnotes and being subject to year-end audit adjustments) and
fairly present the financial condition of Holding Company, on a
consolidated and, solely as to the Gen-X Companies, consolidating
basis, (ii) the representations and warranties of each Borrower
contained in this Agreement and the other Loan Documents are true and
correct in all material respects on and as of the date of such
certificate, as though made on and as of such date (except to the
extent that such representations and warranties relate solely to an
earlier date), (iii) for each month that also is the date on which a
financial covenant in Section 7.20 is to be tested, a Compliance
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Certificate demonstrating in reasonable detail compliance at the end
of such period with the applicable financial covenants contained in
Section 7.20, and (iv) on the date of delivery of such certificate to
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Foothill there does not exist any condition or event that constitutes
a Default or Event of Default (or, in the case of clauses (i), (ii),
or (iii), to the extent of any non-compliance, describing such non-
compliance as to which he or she may have
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knowledge and what action such Borrower has taken, is taking, or
proposes to take with respect thereto).
Borrowers shall have caused Holding Company to issue written
instructions to its independent certified public accountants
authorizing them to communicate with Foothill and to release to
Foothill whatever financial information concerning Borrowers, Holding
Company and the Gen-X Companies that Foothill may request. Each
Borrower hereby irrevocably authorizes and directs, and Holding
Company, by its execution and delivery of Consent and Amendment No. 3
to Loan Documents, dated as of May 12, 1998 among Foothill, Holding
Company and Borrowers, irrevocably authorizes and directs all
auditors, accountants, or other third parties to deliver to Foothill,
at Borrowers' expense, copies of Holding Company's financial
statements, papers related thereto, and other accounting records of
any nature in their possession, and to disclose to Foothill any
information they may have regarding Holding Company's, each Borrower's
and each of the Gen-X Companies' business affairs and financial
condition."
(f) Amendment to Section 7.1. Section 7.1 of the Loan Agreement is
------------------------
hereby amended by deleting the word "and" at the end of subsection (g) thereof,
deleting the period "." at the end of subsection (h) thereof and substituting
therefor a semicolon ";" and the word "and", and by adding a new subsection (i)
thereto as follows:
"(i) unsecured Indebtedness of Holding Company to DMJ Financial, Inc.
and the Gen-X Shareholders Agent in the respective amounts evidenced
by the Gen-X Subordinated Notes, provided, that, such Indebtedness is
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subject and subordinate to Foothill's right to receive the prior
indefeasible payment in full of the Obligations on the terms set forth
in both the Consent and Amendment No. 3 to Loan Documents dated as of
May 12, 1998, among Borrowers, Guarantors and Foothill and the Gen-X
Subordination Agreement."
(g) Amendment of Section 7.11. Section 7.11 of the Loan Agreement is
-------------------------
hereby amended by adding to the fourth line of such Section immediately after
the word, "that", and immediately prior to the word, "KPR", the subparagraph
designation, "(a)", and, further, by adding at the conclusion of such section
the following:
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"and (b) Holding Company may redeem shares of its Gen-X Acquisition
Preferred Stock issued to the former shareholders of Gen-X Equipment
Inc., an Ontario corporation, in an aggregate amount for all such
redemptions during the term of the Loan Agreement not to exceed
$500,000, provided, that, (i) no Event of Default shall have occurred
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and be continuing on the proposed redemption payment date ("Redemption
Payment Date") set forth in a notice of each such proposed redemption
to be delivered by Holding Company to Foothill at least thirty (30)
days prior to the Redemption Payment Date and (ii after giving effect
to any proposed redemption payment, Excess Availability shall be at
least $500,000."
(h) Amendment of Section 7.14. Section 7.14 of the Loan Agreement is
-------------------------
hereby amended by deleting in its entirety the last sentence of such Section and
substituting the following therefor:
"The foregoing shall not be deemed to prohibit KPR's Indebtedness to
Rubin permitted under Section 7.1(h) hereof or Holding Company's
Indebtedness to the former shareholders of Gen-X Equipment, Inc. and
Gen-X Holdings Inc. permitted under Section 7.1(i) hereof."
(i) Amendment of Section 7.20 Financial Covenants. Sections 7.20(a)(i)
---------------------------------------------
and (ii) are each hereby amended by deleting in its entirety that portion of
each subsection following the number, "$5,000,000", through the conclusion of
each of such subsections and substituting the following therefor in each such
subsection:
", plus an amount equal to the sum of (A) the Periodic Rubin Interest
Payments, (B) the Gen-X Subordinated Note Payments and (C) the Gen-X
Acquisition Preferred Stock Redemption Payments."
3. Collateral Assignment of Indemnification Rights and Remedies. (a) In
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addition to, and not in limitation of, the security interests in and liens upon
the Collateral previously granted by Holding Company to Foothill pursuant to the
Holding Company GSA, in order to induce Foothill to enter into and execute this
Amendment, and as collateral security for the payment and performance of all of
its Guaranteed Obligations under, and as defined in, the Holding Company
Guaranty, Holding Company hereby confirms its assignment and grant to Foothill
of a
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security interest in all of its now existing or hereafter arising: (i)
indemnification rights and remedies and claims for damages or other relief
pursuant to or in respect of the Stock Purchase Agreement, including, without
limitation, those set forth in Sections 13.1 and 13.3 of the Stock Purchase
Agreement (collectively, "Indemnification Rights"), (ii Indemnification Rights
under or in respect of the documents and instruments referred to in the Stock
Purchase Agreement or related thereto and (ii all proceeds, collections,
recoveries and rights with respect to the foregoing, which assignment is subject
however to the terms and conditions set forth in paragraph 3(b) below.
(b) Unless and until an Event of Default shall occur and be
continuing, Foothill will not exercise its remedies pursuant to the assignment
set forth in paragraph 3(a) above, provided that Holding Company: (i) promptly
notifies Foothill of each and every claim against any person or entity for which
Holding Company has or may have an Indemnification Right under the Stock
Purchase Agreement or otherwise, (ii promptly provides Foothill with copies of
all notices, demands, requests and other communications sent or received by
Holding Company relating to any such Indemnification Right, as well as prior
written notice of Holding Company's intention to exercise any power, right or
remedy pursuant relating to an Indemnification Right. In no event shall Holding
Company, without the prior written consent of Foothill, waive, release or
discharge any person or entity with respect to any such Indemnification Right.
(c) Unless and until an Event of Default shall occur and be
continuing, all payments made by any person or entity in connection with such
Indemnification Right may be paid directly to Holding Company.
4. Subordination of Indebtedness to Owners.
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(a) Subordination. The Borrowers and Guarantors acknowledge, confirm
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and agree that, notwithstanding anything to the contrary contained in the Stock
Purchase Agreement, the Gen-X Subordinated Notes, or any document, instrument or
agreement executed in connection therewith, except as set forth in paragraph
4(b) below, payment of any Indebtedness due and payable under the Gen-X
Subordinated Notes (such Indebtedness, including, principal, interest, fees and
any other amount in respect thereof is referred to in this paragraph 4 as the
"Junior Debt") is subordinated and deferred to the prior indefeasible payment
and satisfaction in full of all of the Obligations.
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(b) Permitted Payments. Foothill hereby agrees that, notwithstanding
------------------
anything to the contrary contained in paragraph 4(a) above, Holding Company may
make and the payees of the Gen-X Subordinated Notes may receive and retain
regularly scheduled payments in respect of the Junior Debt in accordance with
the terms of the Gen-X Subordinated Notes, as in effect on the date hereof,
provided, that:
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(i) after giving effect to any proposed payment of the Junior
Debt, Excess Availability shall be at least $500,000;
(ii) at the time of any proposed payment and after giving effect
thereto, no Event of Default, or act, condition or event which with notice or
passage of time or both would constitute an Event of Default, shall have
occurred or exist under the Loan Documents; and
(iii) the Borrowers and Guarantors shall have given Foothill written
notice of such proposed payment, including information as to the proposed date
and the amount of such proposed payment, not later than fourteen (14) days prior
to such proposed payment date.
5. Fee.
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As partial consideration for Foothill's entering into this Amendment
and increasing the Maximum Revolving Amount, as well as Foothill's other
agreements hereunder, Borrowers shall pay to Foothill a fee in the amount of
$50,000, which shall be fully earned and payable as of the date hereof, and may
be charged by Foothill directly to Borrowers' Revolving Loan account maintained
by Foothill.
6. 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 and each Guarantor 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) This 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
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and each Guarantor in accordance with their respective terms.
(b) Neither the execution and delivery of the Stock Purchase
Agreement, nor any of the instruments and documents to be delivered pursuant
thereto, nor the consummation of the transactions contemplated by the Stock
Purchase Agreement, has violated or will violate any law, including, without
limitation, any applicable fraudulent transfer laws and judicial interpretations
thereof, or any regulation, order, writ, injunction or decree of any court or
governmental instrumentality in any respect.
(c) No action of, or filing with, or consent of any governmental or
public body or authority and no approval or consent of any other party, is
required to authorize, or is otherwise required in connection with, the
execution, delivery and performance of the Stock Purchase Agreement or any of
the instruments or documents to be delivered pursuant thereto.
(d) 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 1 hereof and the
consummation of the transactions contemplated by the Stock Purchase Agreement,
except to the extent any such representation or warranty is made as of a
specified date, in which case such representation or warranty shall have been
true and correct as of such date.
(e) As of the date hereof, and after giving effect to the consents set
forth in paragraph 1 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.
(f) Holding Company has delivered to Foothill true, complete and
correct executed or execution copies (to the extent a fully executed copy has
not been delivered to Holding Company) of the Stock Purchase Agreement,
including all Schedules and Exhibits thereto, and all documents, instruments and
agreements executed, or to be executed, and delivered in connection therewith.
7. Conditions Precedent. The consent and amendments provided for in this
--------------------
Amendment shall not be effective until each of the following conditions
precedent has been satisfied in full, as determined by Foothill:
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(a) Foothill shall have received a counterpart of this Amendment duly
authorized, executed and delivered by Borrowers and Guarantors;
(b) Foothill shall have received evidence reasonably satisfactory to
it that all of the transactions contemplated by the Stock Purchase Agreement
have been consummated in accordance with the Stock Purchase Agreement, as in
effect as of the date hereof;
(c) Holding Company, DMJ Financial Inc. and the Gen-X Shareholders'
Agent shall have executed and delivered the Gen-X Subordination Agreement with
respect to the Gen-X Subordinated Notes, in form and substance satisfactory to
Foothill, providing for, among other things, and without limitation, the
subordination of the payment of the Gen-X Subordinated Notes to the prior
indefeasible payment in full of all Obligations on the terms and conditions set
forth in paragraph 4 above; and
(d) Holding Company shall have delivered to Foothill a Stock Pledge
Agreement with respect to the Gen-X Stock, in form and substance satisfactory to
Foothill, together with all certificates evidencing the shares of Gen-X Stock
purchased by Holding Company pursuant to the Stock Purchase Agreement.
8. Effect of this Amendment. (a) Except as modified pursuant hereto, no
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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 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, the Holding Company GSA or any other Loan
Document that prohibits the making of loans, advances, capital contributions, or
transfers of property to a Person, including, without limitation, Section 7.13
of the Loan Agreement, none of Borrowers or Guarantors shall, without the prior
written consent of Foothill in each instance, make any loans, advances or
capital contributions or transfer any property to either of the Gen-X Companies.
9. Further Assurances. The Borrowers and Guarantors shall execute and
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deliver such additional documents and take such additional action as may be
necessary or desirable to effectuate the provisions and purposes of this
Amendment.
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10. Governing Law. The rights and obligations hereunder of each of the
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parties hereto shall be governed by and interpreted and determined in accordance
with the laws of the State of New York.
11. Binding Effect. This Amendment shall be binding upon and inure to the
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benefit of each of the parties hereto and their respective successors and
assigns.
12. Counterparts. This Amendment may be executed in any number of
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counterparts, but all of such counterparts shall together constitute but one and
the same agreement. In making proof of this 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 Amendment in the space
provided below, whereupon this Amendment, as so accepted by Foothill, shall
become a binding agreement among Borrowers, Guarantors and Foothill.
Very truly yours,
KPR SPORTS INTERNATIONAL, INC.
By: /s/ Michael Rubin
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Title: CEO
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RYKA, INC.
By: /s/ Michael Rubin
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Title: CEO
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GLOBAL SPORTS, INC.
By: /s/ Michael Rubin
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Title: CEO
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AGREED:
FOOTHILL CAPITAL CORPORATION
By: /s/ Bruce Rivers
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Title: AVP
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ACKNOWLEDGED AND AGREED TO
IN ALL RESPECTS:
APEX SPORTS INTERNATIONAL, INC.
By: /s/ Michael Rubin
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Title: CEO
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MR MANAGEMENT INC.
By: /s/ Michael Rubin
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Title: CEO
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/s/ Michael Rubin
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MICHAEL RUBIN
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