WAIVER AND CONSENT AGREEMENT
THIS WAIVER AND CONSENT AGREEMENT (this "Waiver") is made and entered
into this the 18th day of April, 2002, by and among the financial institutions
listed on the signature pages hereof (such financial institutions are referred
to hereinafter each individually as a "Lender" and collectively as the
"Lenders"), Bank of America, N.A., a national banking association ("Bank of
America"), as agent for the Lenders (in its capacity as agent) (the "Agent"),
Varsity Brands, Inc. (f/k/a ▇▇▇▇▇▇▇ Sports Inc.), a Delaware corporation (the
"Parent Guarantor"), and each of Varsity Spirit Corporation, a Tennessee
corporation ("Spirit"), Varsity Spirit Fashions & Supplies, Inc., a Minnesota
corporation ("Fashions"), Varsity USA, Inc., a Tennessee corporation ("USA"),
Varsity/Intropa Tours, Inc., a Tennessee corporation ("Intropa"), and
International Logos, Inc., a Tennessee corporation ("Logos") (Spirit, Fashions,
USA, Intropa and Logos are collectively referred to as the "Borrower").
WHEREAS, Lenders, Agent, Parent Guarantor and Borrower are parties to
that certain Second Amended and Restated Loan, Guaranty and Security Agreement
dated as of July 23, 2001, as amended by that certain First Amendment to Second
Amended and Restated Loan, Guaranty and Security Agreement dated as of November
20, 2001 (the "Agreement"); and
WHEREAS, Parent Guarantor has terminated its License Agreement between
Parent Guarantor and Umbro dated November 23, 1998 and described in Schedule 1.1
to the Agreement ("Umbro License"); and
WHEREAS, as a result of the termination of the Umbro License, Fashions
will receive the Proceeds which they wish to use for the Permitted Uses or
Additional Permitted Uses; and
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, intending to be legally bound, the
parties hereby agree as follows:
SECTION 1. DEFINITIONS. For purposes of this Waiver, the following definitions
shall apply:
a. "Permitted Uses" means either or both of the following uses of the
Proceeds permitted by the Indenture: (i) the Senior Note Redemption
or (ii) acquisition of a controlling interest in a Permitted Business
(as defined in the Indenture).
b. "Additional Permitted Uses" means any use of the Proceeds permitted
by the Indenture (other than the Permitted Uses) which includes
either or both of the following: (i) capital expenditures or (ii)
acquisition of other long-term assets.
c. "Proceeds" means the payments made to any Loan Parties under that
certain Agreement dated as of September 26, 2001 between Umbro
Worldwide Limited et. al. and Fashions. It is anticipated that the
Proceeds will total approximately $8,100,000.
d. "Indenture" means that certain Indenture dated June 19, 1997 by
Varsity Brands, Inc. (f/k/a ▇▇▇▇▇▇▇ Sports Inc.), as Issuer, in favor
of Marine Midland Bank, as Trustee, and relating to the Senior Notes.
e. "Senior Note Redemption" means Parent Guarantor's purchase and/or
redemption
of at least $8,100,000 in face value of the Senior Notes.
SECTION 2. CONSENT AND WAIVER OF LENDERS AND AGENT. Parent Guarantor will use
the Proceeds for the Permitted Uses. Lenders and Agent hereby (i) consent to the
use of the Proceeds for the Permitted Uses and (ii) waive the provisions of (a)
Section 9.1 of the Agreement to the extent that such provisions would require
Parent Guarantor or Borrower to fulfill its obligations under the Umbro License,
(b) Section 9.9 of the Agreement to the extent that such provisions would
prohibit the disposition of the Umbro Collateral and the Umbro License, (c)
Section 9.10 of the Agreement to the extent that such provisions would prohibit
the use of the Proceeds for the Permitted Uses or distributions from Fashions to
Parent Guarantor of the Proceeds, or (d) Section 9.14 of the Agreement to the
extent that such provisions would prohibit the Senior Note Redemption. If Parent
Guarantor wishes to use the Proceeds for one or more of the Additional Permitted
Uses, it must obtain Agent's prior written consent, which consent Agent may
withhold in its sole and absolute discretion. Lenders hereby authorize Agent to
execute any documents or other instruments necessary, in its discretion, to
evidence this consent and waiver.
SECITON 3. DEFINED TERMS. Any capitalized term used but not defined herein shall
have the meaning ascribed to it in the Agreement.
SECTION 4. COMPLETE AGREEMENT. This Waiver contains and accurately recites the
complete and entire agreement among the parties regarding its subject matter.
This Waiver shall not be construed to permit any redemption of the Senior Notes
other than the Senior Note Redemption or as a waiver of any other provisions of
the Loan Documents. This Waiver shall not obligate the Lenders or the Agent to
consent to any future redemption or prepayment of the Senior Notes or
Subordinated Debt by Borrower or to any future waivers of any of the provisions
of any of the Agreement or other Loan Documents. This Waiver may be executed in
two or more counterparts, each of which will be deemed an original, but all of
which together shall constitute one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have each executed and delivered this
Waiver as of the date first above written.
"PARENT GUARANTOR"
Varsity Brands, Inc.
(f/k/a ▇▇▇▇▇▇▇ Sports Inc.)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Chief Financial Officer
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"BORROWER"
Varsity Spirit Corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Chief Financial Officer
---------------------------------
Varsity Spirit Fashions & Supplies, Inc.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Title: Chief Financial Officer
---------------------------------
Varsity USA, Inc.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Title: Chief Financial Officer
---------------------------------
Varsity/Intropa Tours, Inc.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Title: Chief Financial Officer
---------------------------------
International Logos, Inc.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Title: Chief Financial Officer
---------------------------------
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"AGENT"
Bank of America, N.A., as the Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Senior Vice President
"LENDERS"
Bank of America, N.A., as a Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Senior Vice President
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