This TERMINATION
AGREEMENT (this “ Agreement ”) is made and
entered into as of November 22, 2005 by and among COLLEGIATE
PACIFIC INC., a Delaware corporation (“ Parent
”), CP MERGER SUB, INC., a Delaware corporation and direct
wholly owned subsidiary of Parent (“ Merger Sub
” and, together with Parent, the “ Collegiate
Pacific Parties ”), and SPORT SUPPLY GROUP, INC., a
Delaware corporation (“ SSG ” and, together with
the Collegiate Pacific Parties, the “ Parties ,”
and each, a “ Party ”).
WHEREAS ,
Collegiate Pacific, Merger Sub and SSG entered into an Agreement
and Plan of Merger, dated as of September 7, 2005 (the “
Merger Agreement ”); and
WHEREAS ,
pursuant to Section 7.1(a) of the Merger Agreement, Parent and
SSG have agreed to terminate the Merger Agreement pursuant to the
terms and conditions hereof.
NOW
THEREFORE , in consideration of the mutual covenants contained
herein, the Parties agree as follows:
(a) Pursuant
to Section 7.1(a) of the Merger Agreement, effective as of the
date hereof, the Parties do hereby terminate the Merger Agreement,
and the Merger Agreement is void and of no further force and effect
except as provided in Section 7.2 of the Merger Agreement;
provided , however that for purposes of this
Agreement, all references to the “Agreement” in
Article VIII of the Merger Agreement shall apply to this
Agreement mutatis mutandis .
(b) Parent,
Merger Sub and SSG agree that, notwithstanding any provision of the
Merger Agreement that may be to the contrary, no Party shall have
any liabilities to any other Party for any breach or alleged breach
of the Merger Agreement, including without limitation any
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