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EXHIBIT 99
PLEDGE AND SECURITY AGREEMENT
THIS PLEDGE AND SECURITY AGREEMENT ("Pledge Agreement"), dated
December 10, 1996, is by XXXXXXX RADIO CORP., a Delaware corporation
("Pledgor"), with its chief executive office at 0 Xxxxx Xxxx, Xxxxxxxxxx, Xxx
Xxxxxx 00000-0000 to and in favor of CONGRESS FINANCIAL CORPORATION, a
California corporation ("Pledgee"), having an office at 0000 Xxxxxx xx xxx
Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
W I T N E S S E T H:
WHEREAS, Pledgor is now the direct and beneficial owner of certain
issued and outstanding shares of capital stock (the "Pledged Stock") of Sport
Supply Group, Inc., a Delaware corporation ("Issuer"), and certain warrants of
Issuer (the "Pledged Warrants), all as described on Exhibit A annexed hereto
and made a part hereof (collectively, the "Pledged Securities); and
WHEREAS, Pledgee and Pledgor have entered into financing arrangements
pursuant to which Pledgee has made and may make loans and advances and has
provided and may provide other financial accommodations to Pledgor and Majexco
Imports, Inc. ("Majexco") as set forth in the Loan and Security Agreement,
dated March 31, 1994, currently by and among Pledgee, Pledgor and Majexco (as
the same now exists or may hereafter be amended, modified, supplemented,
extended, renewed, restated or replaced, the "Loan Agreement") and other
agreements, documents and instruments referred to therein or at any time
executed and/or delivered in connection therewith or related thereto,
including, but not limited to, this Pledge Agreement (all of the foregoing,
together with the Loan Agreement, as the same now exist or may hereafter be
amended, modified, supplemented, extended, renewed, restated or replaced, being
collectively referred to herein as the "Financing Agreements"); and
WHEREAS, in order to induce Pledgee to continue to make loans and
advances and continue to provide other financial accommodations to Pledgor and
Majexco pursuant to the Financing Agreements, Pledgor has agreed to further
secure the payment and performance of the Obligations (as hereinafter defined)
to Pledgee and to accomplish same by (i) executing and delivering to Pledgee
this Pledge Agreement, (ii) delivering to Pledgee the
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Pledged Securities which are registered in the name of Pledgor, together with
appropriate powers and assignment forms duly executed in blank by Pledgor and
undated, and (iii) delivering to Pledgee any and all other documents which
Pledgee deems necessary to protect Pledgee's interests hereunder;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Pledgor hereby agrees as follows:
1. GRANT OF SECURITY INTEREST
(a) the Pledged Securities, together with all cash dividends,
stock dividends, interests, profits, redemptions, warrants, subscription
rights, stock, securities options, substitutions, exchanges and other
distributions now or hereafter distributed by Issuer or which may hereafter be
delivered to the possession of Pledgor or Pledgee with respect thereto, (b) all
rights of Pledgor to have the Pledged Securities (and any capital stock of
Issuer acquired through the exercise of the Pledged Warrants or any other
warrants which constitute a portion of the Pledged Securities or of any other
warrants at any time owned by Pledgor) registered under the Registration Rights
Agreement dated of even date herewith by and among Issuer, Pledgor and Xxxxxxx
Radio (Hong Kong) Limited (as the same now exists or may hereafter be amended,
modified, supplemented, extended, renewed, restated or replaced, the
"Registration Rights Agreement"), (c) Pledgor's records with respect to the
foregoing, and (d) the proceeds of all of the foregoing (all of the foregoing
being collectively referred to herein as the "Pledged Property").
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2. OBLIGATIONS SECURED
The security interest, lien and other interests granted to Pledgee
pursuant to this Pledge Agreement shall secure the prompt performance and
payment in full of any and all obligations, liabilities and indebtedness of
every kind, nature and description owing by Pledgor to Pledgee and/or its
affiliates, including principal, interest, charges, fees, costs and expenses,
however evidenced, whether as principal, surety, endorser, guarantor or
otherwise, whether arising under this Pledge Agreement, the Loan Agreement, the
other Financing Agreements or otherwise, whether now existing or hereafter
arising, whether arising before, during or after the initial or any renewal
term of the Loan Agreement or after the commencement of any case with respect
to Pledgor under the United States Bankruptcy Code or any similar statute
(including, without limitation, the payment of interest and other amounts which
would accrue and become due but for the commencement of such case), whether
direct or indirect, absolute or contingent, joint or several, due or not due,
primary or secondary, liquidated or unliquidated, secured or unsecured, and
however acquired by Pledgee (all of the foregoing being collectively referred
to herein as the "Obligations").
3. REPRESENTATIONS, WARRANTIES AND COVENANTS
Pledgor hereby represents, warrants and covenants with and to Pledgee
the following (all of such representations, warranties and covenants being
continuing so long as any of the Obligations are outstanding):
(a) The Pledged Stock consists of duly authorized, validly issued,
fully paid and non-assessable shares of common stock of Issuer and the Pledged
Warrants consist of duly authorized, validly issued, fully paid and non-
assessable warrants to acquire common stock of Issuer, and the Pledged
Securities constitute Pledgor's entire interest in Issuer and are not
registered, nor has Pledgor authorized the registration thereof, in the name of
any person or entity other than Pledgor or Pledgee. The Pledged Stock does not
include the 669,500 shares of common stock of Issuer owned by Xxxxxxx Radio
(Hong Kong) Limited.
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(b) The Pledged Property is directly, legally and beneficially
owned by Pledgor, free and clear of all claims, liens, pledges and encumbrances
of any kind, nature or description, except for the pledge and security interest
in favor of Pledgee and the pledges and security interests permitted under the
Loan Agreement.
(c) The Pledged Property is not subject to any restrictions
relative to the transfer thereof, except as noted on the certificates and
warrants evidencing the Pledged Securities and as provided under the Securities
Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder, and Pledgor has the right
to transfer and hypothecate the Pledged Property free and clear of any liens,
encumbrances or restrictions.
(d) The Pledged Property is duly and validly pledged to Pledgee
and no consent or approval of any governmental or regulatory authority or of
any securities exchange or the like, nor any consent or approval of any other
third party, was or is necessary to the validity and enforceability of this
Pledge Agreement.
(e) Pledgor authorizes Pledgee to: (i) store, deposit and
safeguard the Pledged Property, (ii) perform any and all other acts which
Pledgee in good xxxxx xxxxx reasonable and/or necessary for the protection and
preservation of the Pledged Property or its value or Pledgee's security
interest therein, including, without limitation, transferring, registering or
arranging for the transfer or registration of the Pledged Property to or in
Pledgee's own name and receiving the income therefrom as additional security
for the Obligations and (iii) pay any charges or expenses which Pledgee deems
necessary for the foregoing purpose, but without any obligation to do so. Any
obligation of Pledgee for reasonable care for the Pledged Property in Pledgee's
possession shall be limited to the same degree of care which Pledgee generally
uses for similar property pledged to Pledgee by other persons.
(f) If Pledgor shall become entitled to receive or acquire, or
shall receive any stock certificate, or option or right with respect to the
stock of Issuer (including without limitation, any
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certificate representing a dividend or a distribution or exchange of or in
connection with reclassification of the Pledged Securities) whether as an
addition to, in substitution of, or in exchange for any of the Pledged Property
or otherwise, Pledgor agrees to accept same as Pledgee's agent, to hold same in
trust for Pledgee and to deliver same forthwith to Pledgee or Pledgee's agent
or bailee in the form received, with the endorsement(s) of Pledgor where
necessary and/or appropriate powers and/or assignments duly executed to be held
by Pledgee or Pledgee's agent or bailee subject to the terms hereof, as further
security for the Obligations.
(g) Pledgor shall not, without the prior consent of Pledgee,
directly or indirectly, sell, assign, transfer, or otherwise dispose of, or
grant any option with respect to the Pledged Property, nor shall Pledgor
create, incur or permit any further pledge, hypothecation, encumbrance, lien,
mortgage or security interest with respect to the Pledged Property.
(h) So long as no Event of Default (as hereinafter defined) has
occurred and is continuing, Pledgor shall have the right to vote and exercise
all corporate rights with respect to the Pledged Securities, except as
expressly prohibited herein, and to receive any cash dividends payable in
respect of the Pledged Securities.
(i) No action has been taken or is being taken by or is currently
planned by Pledgor, or any agent acting on its behalf, which would cause this
Pledge Agreement, the Obligations or the other Financing Agreements to violate
Regulation G or Regulation X or any other regulation of the Board of Governors
of the Federal Reserve System, the Securities Exchange Act of 1934, the
Investment Company Act of 1940, or any other applicable law or regulation, in
each case as now in effect or as the same may hereafter be amended or
supplemented.
(j) Pledgor shall pay all charges and assessments of any nature
against the Pledged Property or with respect thereto prior to said charges
and/or assessments being delinquent.
(k) Pledgor shall promptly reimburse Pledgee on demand, together
with interest at the rate then applicable to the
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Obligations set forth in the Loan Agreement, for any charges, assessments or
expenses paid or incurred by Pledgee in its reasonable discretion for the
protection, preservation and maintenance of the Pledged Property and the
enforcement of Pledgee's rights hereunder, including, without limitation,
reasonable attorneys' fees and legal expenses incurred by Pledgee in seeking to
protect, collect or enforce its rights in the Pledged Property or otherwise
hereunder.
(l) Pledgor shall furnish, or cause to be furnished, to Pledgee
such information concerning Issuer and the Pledged Property as Pledgee may from
time to time reasonably request in good faith, including, without limitation,
current financial statements which are otherwise reasonably available from
Issuer.
(m) Pledgee may notify Issuer or the appropriate transfer agent of
the Pledged Securities to register the security interest and pledge granted
herein and honor the rights of Pledgee with respect thereto.
(o) Pledgor waives: (i) all rights to require Pledgee to proceed
against any other person, entity or collateral or to exercise any remedy, (ii)
the defense of the statute of limitations in any action upon any of the
Obligations, (iii) any right of subrogation or interest in the Obligations or
Pledged Property until all Obligations have been paid in full, (iv) any rights
to notice of any kind or nature whatsoever, unless specifically required in
this Pledge Agreement or non-waivable under any applicable law, and (v) to the
extent permissible, its rights under Section 9-112 and 9-207 of the Uniform
Commercial Code. Pledgor agrees that the Pledged Property, other collateral,
or any other guarantor or endorser may be released, substituted or added with
respect to the Obligations, in whole or in part, without releasing or otherwise
affecting the liability of Pledgor, the pledge and security interests granted
hereunder, or this Pledge Agreement. Pledgee is entitled to all of the
benefits of a secured party set forth in Section 9-207 of the New York Uniform
Commercial Code.
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4. EVENTS OF DEFAULT
All Obligations shall become immediately due and payable, without
notice or demand, at the option of Pledgee, upon the occurrence of any Event of
Default, as such term is defined in the Loan Agreement (each an "Event of
Default" hereunder).
5. RIGHTS AND REMEDIES
At any time an Event of Default exists or has occurred and is
continuing, in addition to all other rights and remedies of Pledgee, whether
provided under this Pledge Agreement, the Loan Agreement, the other Financing
Agreements, applicable law or otherwise, Pledgee shall have the following
rights and remedies which may be exercised without notice to, or consent by,
Pledgor except as such notice or consent is expressly provided for hereunder:
(a) Pledgee, at its option, shall be empowered to exercise its
continuing right to instruct the Issuer (or the appropriate transfer agent of
the Pledged Securities) to register any or all of the Pledged Securities in the
name of Pledgee or in the name of Pledgee's nominee and Pledgee may complete,
in any manner Pledgee may deem expedient, any and all stock powers, assignments
or other documents heretofore or hereafter executed in blank by Pledgor and
delivered to Pledgee. After said instruction, and without further notice,
Pledgee shall have the exclusive right to exercise all voting and corporate
rights with respect to the Pledged Securities and other Pledged Property, and
exercise any and all rights of conversion, redemption, exchange, subscription
or any other rights, privileges, or options pertaining to any shares of the
Pledged Securities or other Pledged Property as if Pledgee were the absolute
owner thereof, including, without limitation, the right to exchange, in its
discretion, any and all of the Pledged Securities and other Pledged Property
upon any merger, consolidation, reorganization, recapitalization or other
readjustment with respect thereto. Upon the exercise of any such rights,
privileges or options by Pledgee, Pledgee shall have the right to deposit and
deliver any and all of the Pledged Securities and other Pledged Property to any
committee, depository, transfer agent, registrar or other designated agency
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upon such terms and conditions as Pledgee may determine, all without liability,
except to account for property actually received by Pledgee. However, Pledgee
shall have no duty to exercise any of the aforesaid rights, privileges or
options (all of which are exercisable in the sole discretion of Pledgee) and
shall not be responsible for any failure to do so or delay in doing so.
(b) Pledgee may (but shall not be required to) exercise and
enforce all rights of Pledgor under the Registration Rights Agreement.
(c) In addition to all the rights and remedies of a secured party
under the Uniform Commercial Code or other applicable law, Pledgee shall have
the right, at any time and without demand of performance or other demand,
advertisement or notice of any kind (except the notice specified below of time
and place of public or private sale) to or upon Pledgor or any other person
(all and each of which demands, advertisements and/or notices are hereby
expressly waived to the extent permitted by applicable law), to proceed
forthwith to collect, redeem, recover, receive, appropriate, realize, sell, or
otherwise dispose of and deliver said Pledged Property or any part thereof in
one or more lots at public or private sale or sales at any exchange, broker's
board or at any of Pledgee's offices or elsewhere at such prices and on such
terms as Pledgee may deem best. The foregoing disposition(s) may be for cash
or on credit or for future delivery without assumption of any credit risk, with
Pledgee having the right to purchase all or any part of said Pledged Property
so sold at any such sale or sales, public or private, free of any right or
equity of redemption in Pledgor, which right or equity is hereby expressly
waived or released by Pledgor. The proceeds of any such collection,
redemption, recovery, receipt, appropriation, realization, sale or other
disposition, after deducting all costs and expenses of every kind incurred
relative thereto or incidental to the care, safekeeping or otherwise of any and
all Pledged Property or in any way relating to the rights of Pledgee hereunder,
including reasonable attorneys' fees and legal expenses, shall be applied first
to the satisfaction of the Obligations (in such order as Pledgee may elect and
whether or not due) and then to the payment of any other amounts required by
applicable law, including Section 9- 504(1)(c) of the Uniform
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Commercial Code, with Pledgor to be and remain liable for any deficiency.
Pledgor shall be liable to Pledgee for the payment on demand of all such costs
and expenses, together with interest at the then applicable rate set forth in
the Loan Agreement, and any attorneys' fees and legal expenses. To the extent
any notice of disposition is required under applicable law, Pledgor agrees that
five (5) days prior written notice by Pledgee designating the place and time of
any public sale or of the time after which any private sale or other intended
disposition of any or all of the Pledged Property is to be made, is reasonable
notification of such matters.
(d) Pledgor recognizes that Pledgee may be unable to effect a
public sale of all or part of the Pledged Property by reason of certain
prohibitions contained in the Securities Act of 1933, as amended, as now or
hereafter in effect or in applicable Blue Sky or other state securities law, as
now or hereafter in effect, but may be compelled to resort to one or more
private sales to a restricted group of purchasers who will be obliged to agree,
among other things, to acquire such Pledged Property for their own account for
investment and not with a view to the distribution or resale thereof. If at
the time of any sale of the Pledged Property or any part thereof, the same
shall not, for any reason whatsoever, be effectively registered (if required)
under the Securities Act of 1933 (or other applicable state securities law), as
then in effect, Pledgee in its sole and absolute discretion is authorized to
sell such Pledged Property or such part thereof by private sale in such manner
and under such circumstances as Pledgee or its counsel may deem necessary or
advisable in order that such sale may legally be effected without registration.
Pledgor agrees that private sales so made may be at prices and other terms less
favorable to the seller than if such Pledged Property were sold at public sale,
and that Pledgee has no obligation to delay the sale of any such Pledged
Property for the period of time necessary to permit Issuer, even if Issuer is
required to register any of the Pledged Property under the Registration Rights
Agreement or would otherwise agree to register such Pledged Property for public
sale under such applicable securities laws. Pledgor agrees that any private
sales made under the foregoing circumstances shall be deemed to have been in a
commercially reasonable manner.
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(e) All of the Pledgee's rights and remedies, including, but not
limited to, the foregoing and those otherwise arising under this Pledge
Agreement, the Loan Agreement and the other Financing Agreements, the
agreements and instruments comprising the Pledged Property, applicable law or
otherwise, shall be cumulative and not exclusive and shall be enforceable
alternatively, successively or concurrently as Pledgee may deem expedient. No
failure or delay on the part of Pledgee in exercising any of its options,
powers or rights or partial or single exercise thereof, shall constitute a
waiver of such option, power or right.
6. JURY TRIAL WAIVER; OTHER WAIVERS
AND CONSENTS; GOVERNING LAW
(a) The validity, interpretation and enforcement of this Pledge
Agreement and the other Financing Agreements and any dispute arising out of the
relationship between the parties hereto, whether in contract, tort, equity or
otherwise, shall be governed by the internal laws of the State of New York
(without giving effect to principles of conflicts of law).
(b) Pledgor irrevocably consents and submits to the non-exclusive
jurisdiction of Supreme Court of the State of New York for the County of New
York and the United States District Court for the Southern District of New York
and waives any objection based on venue or forum non conveniens with respect to
any action instituted therein arising under this Pledge Agreement or any of the
other Financing Agreements or in any way connected with or related or
incidental to the dealings of the parties hereto in respect of this Pledge
Agreement or any of the other Financing Agreements or the transactions related
hereto or thereto, in each case whether now existing or hereafter arising, and
whether in contract, tort, equity or otherwise, and agrees that any dispute
with respect to any such matters shall be heard only in the courts described
above (except that Pledgee shall have the right to bring any action or
proceeding against Pledgor or its property in the courts of any other
jurisdiction which Pledgee deems necessary or appropriate in order to realize
on the Pledged Property or to otherwise enforce its rights against Pledgor or
its property).
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(c) Pledgor hereby waives personal service of any and all process
upon it and consents that all such service of process may be made by certified
mail (return receipt requested) directed to its address set forth herein and
service so made shall be deemed to be completed five (5) days after the same
shall have been so deposited in the U.S. mails, or, at Pledgee's option, by
service upon Pledgor in any other manner provided under the rules of any such
courts. Within thirty (30) days after such service, Pledgor shall appear in
answer to such process, failing which Pledgor shall be deemed in default and
judgment may be entered by Pledgee against Pledgor for the amount of the claim
and other relief requested.
(d) PLEDGOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS PLEDGE AGREEMENT OR
ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF PLEDGOR AND PLEDGEE IN RESPECT OF THIS
PLEDGE AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS
RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. PLEDGOR HEREBY
AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT PLEDGOR OR PLEDGEE MAY
FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS PLEDGE AGREEMENT WITH ANY COURT
AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR
RIGHT TO TRIAL BY JURY.
(e) Pledgee shall not have any liability to Pledgor (whether in
tort, contract, equity or otherwise) for losses suffered by Pledgor in
connection with, arising out of, or in any way related to the transactions or
relationships contemplated by this Pledge Agreement, or any act, omission or
event occurring in connection herewith, unless it is determined by a final and
non-appealable judgment or court order binding on Pledgee, that the losses were
the result of acts or omissions constituting gross negligence or willful
misconduct. In any such litigation, Pledgee shall be entitled to the benefit
of the rebuttable presumption that it acted in good faith and with the exercise
of ordinary care in the performance by it of the terms of this Pledge
Agreement.
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7. MISCELLANEOUS
(a) Pledgor agrees that at any time and from time to time upon the
written request of Pledgee, Pledgor shall execute and deliver such further
documents, including, but not limited to, irrevocable proxies or stock powers,
in form satisfactory to counsel for Pledgee, and will take or cause to be taken
such further acts as Pledgee may request in order to effect the purposes of
this Pledge Agreement and perfect or continue the perfection of the security
interest in the Pledged Property granted to Pledgee hereunder.
(b) Beyond the exercise of reasonable care to assure the safe
custody of the Pledged Property (whether such custody is exercised by Pledgee,
or Pledgee's nominee, agent or bailee) Pledgee or Pledgee's nominee agent or
bailee shall have no duty or liability to protect or preserve any rights
pertaining thereto and shall be relieved of all responsibility for the Pledged
Property upon surrendering it to Pledgor or foreclosure with respect thereto.
(c) All notices, requests and demands to or upon the respective
parties hereto shall be in writing and shall be deemed to have been duly given
or made: if delivered in person, immediately upon delivery; if by telex,
telegram or facsimile transmission, immediately upon sending and upon
confirmation of receipt; if by nationally recognized overnight courier service
with instructions to deliver the next business day, one (1) business day after
sending; and if by registered or certified mail, return receipt requested, five
(5) days after mailing. All notices, requests and demands upon the parties are
to be given to the following addresses (or to such other address as any party
may designate by notice in accordance with this Section):
If to Pledgor: Xxxxxxx Radio Corp.
0 Xxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000-0000
Attention: President
If to Pledgee: Congress Financial Corporation
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Mr. Xxxxxx Xxxxx
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(d) All references to the plural herein shall also mean the
singular and to the singular shall also mean the plural. All references to
Pledgor, Pledgee and Issuer pursuant to the definitions set forth in the
recitals hereto, or to any other person herein, shall include their respective
successors and assigns. The words "hereof," "herein," "hereunder," "this
Pledge Agreement" and words of similar import when used in this Pledge
Agreement shall refer to this Pledge Agreement as a whole and not any
particular provision of this Pledge Agreement and as this Pledge Agreement now
exists or may hereafter be amended, modified, supplemented, extended, renewed,
restated or replaced. An Event of Default shall exist or continue or be
continuing until such Event of Default is waived in accordance with Section
7(g) hereof. All references to the term "Person" or "Persons" herein shall
mean any individual, sole proprietorship, partnership, corporation (including,
without limitation, any corporation which elects subchapter S status under the
Internal Revenue Code of 1986, as amended), limited liability company, limited
liability partnership, business trust, unincorporated association, joint stock
company, trust, joint venture or other entity or any government or any agency,
instrumentality or political subdivision thereof.
(e) This Pledge Agreement, the other Financing Agreements and any
other document referred to herein or therein shall be binding upon Pledgor and
its successors and assigns and inure to the benefit of and be enforceable by
Pledgee and its successors and assigns.
(f) If any provision of this Pledge Agreement is held to be
invalid or unenforceable, such invalidity or unenforceability shall not
invalidate this Pledge Agreement as a whole, but this Pledge Agreement shall be
construed as though it did not contain the particular provision held to be
invalid or unenforceable and the rights and obligations of the parties shall be
construed and enforced only to such extent as shall be permitted by applicable
law.
(g) Neither this Pledge Agreement nor any provision hereof shall
be amended, modified, waived or discharged orally or by
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course of conduct, but only by a written agreement signed by an authorized
officer of Pledgee. Pledgee shall not, by any act, delay, omission or
otherwise be deemed to have expressly or impliedly waived any of its rights,
powers and/or remedies unless such waiver shall be in writing and signed by an
authorized officer of Pledgee. Any such waiver shall be enforceable only to
the extent specifically set forth therein. A waiver by Pledgee of any right,
power and/or remedy on any one occasion shall not be construed as a bar to or
waiver of any such right, power and/or remedy which Pledgee would otherwise
have on any future occasion, whether similar in kind or otherwise.
IN WITNESS WHEREOF, Pledgor has executed this Pledge Agreement as of
the day and year first above written.
XXXXXXX RADIO CORP.
By:
-----------------------
Title:
--------------------
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EXHIBIT A
TO
PLEDGE AND SECURITY AGREEMENT
Capital Stock
Certificate
Issuer Number Shares
------ ----------- ------
Sport Supply Group, Inc. GYM 7162 1,600,000
Warrants
Number of Shares
Warrant Which May Be
Issuer Number Purchased
------ -------- ----------------
Sport Supply Group, Inc. 001 1,000,000
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