EXHIBIT 4.2 EIGHTH AMENDMENT AND CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENT EIGHTH AMENDMENT AND CONSENT, dated as of September 12, 2002, to the Amended and Restated Credit Agreement referred to below (this "Amendment") among DICK'S SPORTING...Credit Agreement • April 29th, 2003 • Dicks Sporting Goods Inc • Retail-miscellaneous shopping goods stores • New York
Exhibit 4.1 TENTH AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT TENTH AMENDMENT AND WAIVER, dated as of August 7, 2003, to the Amended and Restated Credit Agreement referred to below (this "Amendment") among DICK'S SPORTING GOODS,...Credit Agreement • September 3rd, 2003 • Dicks Sporting Goods Inc • Retail-miscellaneous shopping goods stores • New York
EXHIBIT 10.1 DICK'S SPORTING GOODS, INC. (a Delaware corporation) Senior Convertible Notes due 2024 PURCHASE AGREEMENT Dated: February 11, 2004 TABLE OF CONTENTSPurchase Agreement • February 24th, 2004 • Dicks Sporting Goods Inc • Retail-miscellaneous shopping goods stores • New York
DICK’S Sporting Goods, Inc. (a Delaware corporation)Underwriting Agreement • January 14th, 2022 • Dick's Sporting Goods, Inc. • Retail-miscellaneous shopping goods stores • New York
DICK’S Sporting Goods, Inc., a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc., Wells Fargo Securities, LLC and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA Securities, Inc. and Wells Fargo Securities, LLC are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $750,000,000 aggregate principal amount of the Company’s 3.150% Senior Notes due 2032 (the “2032 Notes”) and $750,000,000 aggregate principal amount of the Company’s 4.100% Senior Notes due 2052 (the “2052 Notes” and, together with the 2032 Notes, the “Notes”).
WITNESSETHExchange Agreement • September 27th, 2002 • Dicks Sporting Goods Inc • Retail-miscellaneous shopping goods stores • Delaware
INDENTUREIndenture • February 24th, 2004 • Dicks Sporting Goods Inc • Retail-miscellaneous shopping goods stores • New York
Exhibit 10.3 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 26, 2000Credit Agreement • August 27th, 2002 • Dicks Sporting Goods Inc • Retail-miscellaneous shopping goods stores • New York
AMONGRegistration Rights Agreement • February 24th, 2004 • Dicks Sporting Goods Inc • Retail-miscellaneous shopping goods stores • New York
Exhibit 10.13 AGREEMENT OF SHAREHOLDERS THIS AGREEMENT OF SHAREHOLDERS is made this 12th day of November, 1992, by and among Edward W. Stack, a resident of the State of New York ("E. Stack"), Richard T. Stack, a resident of the state of Florida ("R....Shareholder Agreement • August 27th, 2002 • Dicks Sporting Goods Inc • Retail-miscellaneous shopping goods stores • New York
To: DICK’S Sporting Goods, Inc. 345 Court Street Coraopolis, PA 15108 Attention: [ ] Telephone No.: [ ] Email: [ ] From: [Dealer Name] Re: [Base] [Additional] Call Option Transaction Date: April [ ], 2020Call Option Transaction • April 23rd, 2020 • Dick's Sporting Goods, Inc. • Retail-miscellaneous shopping goods stores
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer Name] (“Dealer”)[, through its agent [Agent Name] (“Agent”)] and DICK’S Sporting Goods, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements for the Transaction.
DICK’S SPORTING GOODS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 21st, 2016 • Dicks Sporting Goods Inc • Retail-miscellaneous shopping goods stores • Delaware
This Indemnification Agreement (this “Agreement”) dated as of ______________, is by and between Dick’s Sporting Goods, Inc., a Delaware corporation (the “Company”), and ______________ (the “Indemnitee”).
To: DICK’S Sporting Goods, Inc. 345 Court Street Coraopolis, PA 15108 Attention: Telephone No.: Email: [ ] [ ] [ ] From: [Dealer Name] Re: [Base] [Additional] Warrants Date: April [ ], 2020Warrant Agreement • April 23rd, 2020 • Dick's Sporting Goods, Inc. • Retail-miscellaneous shopping goods stores
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by DICK’S Sporting Goods, Inc. (“Company”) to [Dealer Name] (“Dealer”)[, who is acting through its agent [Agent Name] (“Agent”)] as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements for the Transaction.
Exhibit 10.12 OPTION AGREEMENT AGREEMENT made as of __________________, 2002 between Dick's Sporting Goods, Inc., a Delaware corporation (the "Company"), and Edward W. Stack ("Executive"). The Company and Executive desire to enter into an agreement...Option Agreement • September 27th, 2002 • Dicks Sporting Goods Inc • Retail-miscellaneous shopping goods stores • Delaware
Exhibit 10.2 SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 27th, 2002 • Dicks Sporting Goods Inc • Retail-miscellaneous shopping goods stores • Delaware
EXHIBIT 10.4 ELEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ELEVENTH AMENDMENT, dated as of January 29, 2004, to the Amended and Restated Credit Agreement referred to below (this "Amendment") among DICK'S SPORTING GOODS, INC., a Delaware...Credit Agreement • February 24th, 2004 • Dicks Sporting Goods Inc • Retail-miscellaneous shopping goods stores • New York
DICK’S SPORTING GOODS, INC. and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of April 17, 2020 3.25% Convertible Senior Notes due 2025Indenture • April 23rd, 2020 • Dick's Sporting Goods, Inc. • Retail-miscellaneous shopping goods stores • New York
INDENTURE, dated as of April 17, 2020, between DICK’S Sporting Goods, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 3rd, 2019 • Dicks Sporting Goods Inc • Retail-miscellaneous shopping goods stores • New York
DICK’S SPORTING GOODS, INC. EXCHANGE AGREEMENT Dated as of December 7, 2022Exchange Agreement • December 8th, 2022 • Dick's Sporting Goods, Inc. • Retail-miscellaneous shopping goods stores
[ ] (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (collectively, the “Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is a beneficial owner of the outstanding 3.25% Convertible Senior Notes due 2025 (the “Outstanding Notes”) issued by DICK’S Sporting Goods, Inc., a Delaware corporation (the “Company”), a “Holder”), enters into this Exchange Agreement (this “Agreement”) with the Company as of the date first written above, whereby the Holders will exchange the Exchanged Notes (as defined below) for a combination of shares of the Company’s common stock, par value $0.01 (“Common Stock”), and cash, plus cash in respect of accrued and unpaid interest on such Holder’s Exchanged Notes, in each case determined as set forth herein.
AGREEMENTConfidentiality Agreement • August 27th, 2002 • Dicks Sporting Goods Inc • Retail-miscellaneous shopping goods stores • Pennsylvania
CREDIT AGREEMENT DATED AS OF JANUARY 14, 2022 AMONG DICK’S SPORTING GOODS, INC., as the Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and an Issuing Lender WELLS FARGO...Credit Agreement • January 14th, 2022 • Dick's Sporting Goods, Inc. • Retail-miscellaneous shopping goods stores • New York
This Credit Agreement, dated as of January 14, 2022, is among DICK’S Sporting Goods, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time parties hereto, the institutions from time to time parties hereto as Lenders (whether by execution of this Agreement or an assignment pursuant to Section 12.01), and Wells Fargo Bank, National Association, as Administrative Agent and an Issuing Lender.
LEASELease • August 27th, 2002 • Dicks Sporting Goods Inc • Retail-miscellaneous shopping goods stores • New York
CALL OPTION PARTIAL UNWIND AGREEMENT dated as of December 7, 2022 with respect to Base Call Option Confirmation, dated April 14, 2020, as amended and Additional Call Option Confirmation, dated April 20, 2020, as amended between DICK’S Sporting Goods,...Call Option Partial Unwind Agreement • December 8th, 2022 • Dick's Sporting Goods, Inc. • Retail-miscellaneous shopping goods stores • New York
THIS CALL OPTION PARTIAL UNWIND AGREEMENT (this “Agreement”) is made as of December 7, 2022, between DICK’S Sporting Goods, Inc. (the “Company”) and [ ] (“Dealer”).
ContractPerformance Unit Award Agreement • March 23rd, 2023 • Dick's Sporting Goods, Inc. • Retail-miscellaneous shopping goods stores
This Performance Unit Award Agreement (this “Agreement”), dated as of the grant date set forth on Exhibit A (the “Grant Date”), is made and entered between Dick’s Sporting Goods, Inc. (the “Company”) and %%FIRST_NAME%-% %%LAST_NAME%-% (the “Grantee”), pursuant to, and subject to, the terms of the Company’s 2012 Stock and Incentive Plan, as amended (the “Plan”).
WARRANTS PARTIAL UNWIND AGREEMENT dated as of December 7, 2022 with respect to Base Warrant Confirmation, dated April 14, 2020, as amended and Additional Warrant Confirmation, dated April 20, 2020, as amended between DICK’S Sporting Goods, Inc. and...Warrants Partial Unwind Agreement • December 8th, 2022 • Dick's Sporting Goods, Inc. • Retail-miscellaneous shopping goods stores • New York
THIS WARRANTS PARTIAL UNWIND AGREEMENT (this “Agreement”) is made as of December 7, 2022 between DICK’S Sporting Goods, Inc. (the “Company”) and [ ] (“Dealer”).
Dick’s Sporting Goods, Inc. STOCK OPTION AGREEMENT Granted Under the 2002 STOCK PLANStock Option Agreement • March 31st, 2005 • Dicks Sporting Goods Inc • Retail-miscellaneous shopping goods stores • Pennsylvania
Unless otherwise defined herein, each capitalized term used in this Stock Option Agreement shall have the meaning given such term in the Dick’s Sporting Goods, Inc. 2002 Stock Plan (the “Plan”).
PERFORMANCE SHARE AWARD AGREEMENT Granted Under the DICK’S SPORTING GOODS, INC.Performance Share Award Agreement • May 26th, 2021 • Dick's Sporting Goods, Inc. • Retail-miscellaneous shopping goods stores
This Performance Share Award Agreement (this “Agreement”), dated as of the grant date set forth on Exhibit A (the “Grant Date”), is made and entered between Dick’s Sporting Goods, Inc. (the “Company”) and ________________________ (the “Grantee”), pursuant to, and subject to, the terms of the Company’s 2012 Stock and Incentive Plan, as amended (the “Plan”).
DICK’S SPORTING GOODS, INC. STOCK OPTION AGREEMENT Granted Under theStock Option Agreement • April 8th, 2004 • Dicks Sporting Goods Inc • Retail-miscellaneous shopping goods stores • Pennsylvania
Unless otherwise defined herein, each capitalized term used in this Stock Option Agreement shall have the meaning given such term in the Dick’s Sporting Goods, Inc. 2002 Stock Plan (the “Plan”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • November 23rd, 2022 • Dick's Sporting Goods, Inc. • Retail-miscellaneous shopping goods stores • Pennsylvania
DICK’S SPORTING GOODS, INC. (“Employer”) and Donald Germano (“Employee”), enter into this Separation Agreement and General Release (this “Agreement”).
AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 13, 2006 AMONG GOLF GALAXY, INC. YANKEES ACQUISITION CORP. AND DICK’S SPORTING GOODS, INC.Merger Agreement • November 22nd, 2006 • Dicks Sporting Goods Inc • Retail-miscellaneous shopping goods stores • Minnesota
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of November 13, 2006, by and among Dick’s Sporting Goods, Inc., a Delaware corporation (the “Parent”), Yankees Acquisition Corp., a Minnesota corporation and wholly-owned subsidiary of Parent (the “Subsidiary”), and Golf Galaxy, Inc., a Minnesota corporation (the “Company” and where the context requires, the “Company” means the Company and its consolidated subsidiaries) (the Subsidiary and the Company sometimes being referred to hereinafter as the “Constituent Corporations”).
AIRCRAFT CHARTER AGREEMENTAircraft Charter Agreement • December 22nd, 2011 • Dicks Sporting Goods Inc • Retail-miscellaneous shopping goods stores
THIS AIRCRAFT CHARTER AGREEMENT (this “Agreement”) is made and entered into as of the 19th day of December, 2011, by and between CORPORATE AIR, LLC, a Pennsylvania limited liability company with its principal offices at 15 Allegheny County Airport, West Mifflin, Pennsylvania 15122 (hereinafter referred to as “Corporate Air”)
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 28, 2004 among DICK’S SPORTING GOODS, INC. as Borrower, THE OTHER LOAN PARTIES SIGNATORY HERETO, as Loan Parties, and THE LENDERS PARTY HERETO, and GENERAL ELECTRIC CAPITAL CORPORATION, as...Credit Agreement • July 30th, 2004 • Dicks Sporting Goods Inc • Retail-miscellaneous shopping goods stores • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 28, 2004, among DICK’S SPORTING GOODS, INC., a Delaware corporation (“Borrower”), the other Loan Parties signatory hereto, the Lenders signatory hereto from time to time (each individually a “Lender” and collectively “Lenders”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself, as Lender, and as Agent for Lenders (in such capacity, “Agent”), CITIZEN’S BANK OF PENNSYLVANIA and NATIONAL CITY BUSINESS CREDIT, INC., as co-documentation agents, and FLEET RETAIL GROUP, INC., as syndication agent.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 22nd, 2006 • Dicks Sporting Goods Inc • Retail-miscellaneous shopping goods stores • New York
FIRST AMENDMENT, dated as of November 9, 2006, to the Second Amended and Restated Credit Agreement referred to below (this “Amendment”) among DICK’S SPORTING GOODS, INC., a Delaware corporation (“Borrower”), the lenders party hereto (“Lenders”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as agent for the Lenders (in such capacity, “Agent”).
CONSENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 22nd, 2004 • Dicks Sporting Goods Inc • Retail-miscellaneous shopping goods stores • New York
CONSENT AND WAIVER, dated as of June 14, 2004, to the Amended and Restated Credit Agreement referred to below (this “Consent”) among DICK’S SPORTING GOODS, INC., a Delaware corporation (“Borrower”), the lenders party hereto (“Lenders”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as agent for the Lenders (in such capacity, “Agent”).
SHAREHOLDER TENDER AGREEMENTShareholder Tender Agreement • June 22nd, 2004 • Dicks Sporting Goods Inc • Retail-miscellaneous shopping goods stores • Indiana
This SHAREHOLDER TENDER AGREEMENT (this “Agreement”), dated as of June 21, 2004, is entered into by and among Dick’s Sporting Goods, Inc., a Delaware corporation (the “Parent”), Diamondbacks Acquisition Inc., an Indiana corporation and a direct wholly-owned subsidiary of Parent (the “Purchaser”), and certain shareholders of Galyan’s Trading Company, Inc., an Indiana corporation (the “Company”), each of which is identified on Schedule A attached hereto (each a “Shareholder” and collectively, the “Shareholders”).
VOTING AGREEMENTVoting Agreement • November 22nd, 2006 • Dicks Sporting Goods Inc • Retail-miscellaneous shopping goods stores • Minnesota
VOTING AGREEMENT, dated as of November 13, 2006 (this “Agreement”), by and between DICK’S SPORTING GOODS, INC., a Delaware corporation (“Parent”), YANKEES ACQUISITION CORP., a Minnesota corporation and wholly owned subsidiary of Parent (“Subsidiary”) and certain shareholders of GOLF GALAXY, INC., a Minnesota corporation (the “Company”), each identified as a signatory hereto (each a “Shareholder” and collectively, the “Shareholders”).
