0000950134-06-021386 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 13th, 2006 • Collegiate Pacific Inc • Retail-catalog & mail-order houses • Delaware

This Indemnification Agreement, dated as of November 13, 2006, is made by and between COLLEGIATE PACIFIC INC., a Delaware corporation (the “Company”), and Terrence M. Babilla, a director, officer or key employee of the Company or one of the Company’s Subsidiaries (the “Indemnitee”).

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AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF NOVEMBER 13, 2006 AMONG COLLEGIATE PACIFIC INC., MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., as Administrative Agent, as a Lender (including as the Lender of WCMA Loans) and as Sole Bookrunner and...
Credit Agreement • November 13th, 2006 • Collegiate Pacific Inc • Retail-catalog & mail-order houses • Illinois

AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 13, 2006 among COLLEGIATE PACIFIC INC., a Delaware corporation, as Borrower, the financial institutions or other entities from time to time parties hereto, each as a Lender, MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., individually as a Lender (including as the Lender of WCMA Loans), as Administrative Agent, Sole Bookrunner and Sole Lead Arranger.

WAIVER
Collegiate Pacific Inc • November 13th, 2006 • Retail-catalog & mail-order houses

We refer to the Credit Agreement dated June 29, 2006 among Collegiate Pacific Inc., Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as Administrative Agent, as a Lender and as Sole Bookrunner and Sole Lead Arranger, and the additional Lenders from time to time party thereto (the “Credit Agreement”) and all other Financing Documents (as defined in the Credit Agreement). Capitalized terms used but not defined herein shall have the meanings assigned to those terms in the Credit Agreement.

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • November 13th, 2006 • Collegiate Pacific Inc • Retail-catalog & mail-order houses • Delaware

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated to be effective as of November 13, 2006, is made by and among Collegiate Pacific Inc., a Delaware corporation (“Parent”), CP Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Sport Supply Group, Inc., a Delaware corporation (the “Company”).

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