exv10w2



 






Exhibit 10.2




			
	 	 	 
	
	 	CONSENT AGREEMENT












This
CONSENT AGREEMENT (“Consent Agreement”) is entered into as
of this 9th day of May, 2005
by and between MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.
(“MLBFS”) and COLLEGIATE PACIFIC INC.
(“Customer”), KESSLER TEAM SPORTS INC. (“Kessler”), TOMARK SPORTS INC. (“Tomark”), DIXIE SPORTING
GOODS CO., INC, (“Dixie”) and CMS OF CENTRAL FLORIDA INC. (“CMS”, which together with Kesoler,
TomarK and Dixie shall collectively and Individually as “Guarantor”); individually each of
Customer and each Guarantor shall be known herein as a “Credit Party” and collectively as the
“Credit Parties”.



WHEREAS, MLBFS and Customer are parties to contain WCMA loan and Security Agreement No.
586-07007 dated as of December 16, 2003, as amended and/or
extended from time to time (as so
amended and/or extended, the “Loan Agreement”);



WHEREAS, the Credit Parties have requested that MLBFS consent to the proposed activity or
transactions described herein on the terms and conditions contained
herein.



NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby
acknowledged by the parties hereto, the parties hereto hereby agree as follows:



     Section 1. Limited-Consent. From and after the Consent Effective Date, but subject
to the satisfaction of the conditions set forth in Sections 2, 3 and 4 below, MLBFS hereby:




	 	(a)  	consents to customer’s acquisition of 100% of the stock of Salkeld and Sons Inc.
(“Salkeld”) (the “Acquisition”) and
	 
	 	(b)  	agrees that actions contemplated by clauses (a) above shall not constitute an Event of
Default under the Loan Documents.





The
Credit Parties acknowledge and agree that the consent contained in the foregoing
sentence shall not be deemed to be or constitute a consent to any future action or inaction on the
part of the Customer or any other Credit Party that might result in a
Default or Event of Default,
and shall not constitute a waiver of any covenant, term or provision
In the Loan Agreement or the
other Loan Documents, or hinder, restrict or otherwise modify the
rights and remedies of MLBFS
following the occurrence of any present or future Default or Event of Default under the
Loan Agreement or any other Loan Document.



     Section 2.-
Effectiveness of Consent. This Consent Agreement shall be effective as of
the closing of the Acquisition (the “Consent Effective Date”), subject, to receipt by MLBFS of each
of the following in form and substance satisfactory to
MLBFS:




	 	(a)  	counterparts of this Consent Agreement duly executed by each of the Credit Parties
and MLBFS;
	 
	 	(b)  	payment of all fees, costs and expenses of MLBFS, Including without
limitation the fees of MLBFS’ counsel
incurred in connection with the negotiation, documentation and closing of this
Consent Agreement and any
other outstanding fees and expenses owing by the Customer to such counsel;
	 
	 	(c)  	a copy of the final stock purchase agreement for the
Acquisition subject to the review and
approval of
MLBFS;
	 
	 	(d)  	Such other documents, certificates or other confirmations as MLBFS may reasonably
request;
	 
	 	(e)  	Balance sheet of Salkeld as of a date within 5 days prior to the closing date of
Acquisition; and
	 
	 	(f)  	By execution of this Consent Agreement, the Customer and all Guarantors (as
such term is defined in the Loan Agreement) hereby agree to amend the Loan Agreement
to require that the following be submitted in MLBFS within
45 days of the closing of the
Acquisition.






	 	(i)  	An executed unconditional Guaranty by Salked of the Customer’s
obligations to MLBFS;




 









 






	 	(ii)  	An executed security agreement and landlord waiver by Salkeld and
UCC financing statements
and lien searches evidencing a first lien on Salkelds’ assets; and
	 
	 	(iii)  	Subordination to all debt incurred by Customer in connection
with the Acquisition.





     Section 3.
Representations of the Credit Parties. The Credit Parties represent and
warrant to MLBFS that:



     (a) Compliance with Laws. Etc. The execution and delivery by the Customer and the
other Credit Parties of this Consent Agreement does not and will not, by the passage of time, the
giving of notice or otherwise; (i) require the approval of any governmental authority or any other
Person (other than those approvals which have been obtained and remain effective), or violate any
applicable law relating to such Credit Party or (ii) conflict with, result in a breach of or
constitute a default under the organizational documents of any Credit Party, or any indenture,
agreement or other instrument to which such Credit Party is a party or by which it or any of its
properties may be bound.



     (b) No
Default As of the data hereof and as of the Consent Effective Date, no
Default or Event of Default has occurred and is continuing, nor will any exist immediately
after giving effect to this Consent Agreement.



     (c) Representations and Warranties in Loan Agreement and other Loan
Documents. All representations and
warranties set forth in the Loan Agreement and other Loan Documents are true and correct on
and as of the date hereof except
for those that expressly relate to a prior date. Without limiting the generality of the
foregoing, the Credit Parties represent and
warrant to MLBFS that all conditions set forth in Section 3.3(k) of the Loan Agreement have
been satisfied.



     (d) Due
Authorization. The execution, delivery and performance by the Credit Parties
of this Consent
Agreement have been duly authorized by all necessary corporate and
other action.



     Section 4.
REAFFIRMATION OF OBLIGATIONS. Each of the Credit Parties
hereby reaffirms
its continuing obligations owing to MLBFS under the Loan Document to which such Person is a party
and agrees that the activity or transactions contemplated by this Consent Agreement shall not in
any way affect the validity and enforceability of any such Loan Document or reduce, impair or
discharge the obligations or collateral of such Person thereunder.



     Section 5.
GOVERNING LAW. THIS CONSENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.



     Section 6.
Effect. Except as expressly herein modified, the terms and conditions of the
Loan Agreement and the other Loan Documents shall remain in full force and effect.



     Section 7.
Counterparts. This Consent Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and shall be binding upon all
parties, their successors and assigns.



     Section 8.
Definitions. All capitalized terms not otherwise defined herein are used
herein with the respective definitions given them in the Loan Agreement and the other Loan
Documents.



     Section 9.
No Novation. Neither this Consent Agreement nor any of the transactions
contemplated hereby shall be deemed to be a novation of any of the
Obligations of the Customer or any
other Credit Party under the Loan Agreement or the other Loan Documents.



[Signatures on
Following Pages]




 









 








     IN WITNESS WHEREOF, the parties hereto have caused the Consent Agreement to be executed
as of the date
first above written.


	 	 	 	 	 
	 	COLLEGIATE PACIFIC INC.; 

 	 
	 	By:
 	/s/ MICHAEL J. BLUMENFELD 	 
	 	Name:  	MICHAEL J. BLUMENFELD           	 
	 	Title:  	CEO 	 
	 




	 	 	 	 	 
	KESSLER’S
TEAM SPORTS INC.:


	By:

	 	/s/ MICHAEL J. BLUMENFELD	 	 
	Name:

	 	MICHAEL J. BLUMENFELD	 	 
	Title:

	 	CEO	 	 
	 
	 	 	 	 
	TOMARK SPORTS
INC.:


	By:

	 	/s/ MICHAEL J. BLUMENFELD	 	 
	Name:

	 	MICHAEL J. BLUMENFELD	 	 
	Title:

	 	CEO

	 	 
	DIXIE SPORTING GOODS CO., INC.


	By:

	 	/s/ MICHAEL J. BLUMENFELD	 	 
	Name:

	 	MICHAEL J. BLUMENFELD	 	 
	Title:

	 	CEO

	 	 
	CMS OF CENTRAL
FLORIDA INC.


	By:

	 	/s/ MICHAEL J. BLUMENFELD	 	 
	Name:

	 	MICHAEL J. BLUMENFELD	 	 
	Title:

	 	CEO

	 	 
	MERRILL LYNCH
BUSINESS FINANCIAL SERVICES INC.;


	By:

	 	/s/ BRIAN TALTY	 	 
	Name:

	 	BRIAN TALTY	 	 
	Title :

	 	 VP