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EXHIBIT 4.4
SUPPLEMENTAL INDENTURE AGREEMENT
THIS SUPPLEMENTAL INDENTURE AGREEMENT is made and entered into this 14th
day of February, 1997, by and between SPORTS & RECREATION, INC., a Delaware
corporation ("PREDECESSOR"), and Sports & Recreation Reincorporation, Inc.
(subsequently referred to as JumboSports Inc. upon consummation of the name
change and reincorporation (the "Reincorporation Transaction") as specified in
the Plan and Agreement of Merger, as defined below), a Florida corporation
("SUCCESSOR"). Unless specifically defined herein, all capitalized terms shall
have the meanings ascribed to them in the Original Indenture (as defined
below).
W I T N E S S E T H:
WHEREAS, PREDECESSOR and SUCCESSOR have entered into that certain Plan and
Agreement of Merger dated April 23, 1996, as amended on December 13, 1996 (the
"Plan and Agreement of Merger"), whereby PREDECESSOR has agreed to merge with
and into SUCCESSOR and SUCCESSOR has agreed to merge with PREDECESSOR and
emerge as the surviving entity, said Plan and Agreement of Merger, attached
hereto as Exhibit A, being incorporated by reference and made a part hereof as
if fully set forth herein;
WHEREAS, PREDECESSOR executed that certain Trust Indenture (the "Original
Indenture") related to the public offering of those certain 4-1/4% Convertible
Subordinated Notes Due 2000 (the "Securities").
WHEREAS, in accordance with Section 801 of the Original Indenture,
PREDECESSOR desires to expressly assume by this SUPPLEMENTAL INDENTURE
AGREEMENT, the due and punctual payment of the principal of (and premium, if
any) and interest on all the Securities and the performance of every covenant
of that certain Original Indenture on the part of PREDECESSOR to be performed
or observed and shall provide for conversion rights in accordance with Section
1211 of said Original Indenture.
NOW, THEREFORE, in consideration of the premises, which shall be deemed an
integral part of this Agreement and not as mere recitals hereto, and in
consideration of the mutual covenants, agreements and undertakings contained
herein and in the above-referenced Plan and Agreement of Merger and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound thereby, agree
as follows:
SUCCESSOR, on behalf of itself and its successors and assigns, does hereby
for itself, themselves, their respective successors and assigns expressly
assume, by this SUPPLEMENTAL INDENTURE AGREEMENT, the due and punctual payment
of the principal of (and premium, if any) and interest on all the Securities
and the performance of every covenant of that certain Original Indenture on the
part of PREDECESSOR to be performed or observed and shall provide for
conversion rights in accordance with Section 1211 of said Original Indenture.
Specifically, that the Holder of each Security then outstanding and such Person
shall have the right thereafter, during the period such Security shall be
convertible as specified in Section 1201 of the Original Indenture, to convert
such Security only into the kind and amount of securities, cash and other
property receivable, if any, upon completion of the Reincorporation Transaction
by a holder of the number of shares of Common Stock of PREDECESSOR into which
such Security might have been converted immediately prior to the
Reincorporation Transaction, subject to the limitations of Section 1211 of said
Original Indenture.
This SUPPLEMENTAL INDENTURE AGREEMENT binds SUCCESSOR, its successors and
assigns, and the benefits and advantages of this SUPPLEMENTAL INDENTURE
AGREEMENT shall inure to the benefit of PREDECESSOR, its successors and assigns
and the Indenture Trustee, its successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written.
SPORTS & RECREATION, INC.
WITNESSES:
By: /s/ XXXXXXX XXXXX
-------------------------- -------------------------------------
Xxxxxxx Xxxxx, President
--------------------------
"PREDECESSOR"
Sports & Recreation Reincorporation, Inc.
(JumboSports Inc. upon consummation of the
(the Reincorporation Transaction)
"SUCCESSOR"
-------------------------- By: /s/ XXXXXXX XXXXX
--------------------------------------
-------------------------- Xxxxxxx Xxxxx, President
THE BANK OF NEW YORK, Successor to
Xxxxxxx Xxxxx Trust Company,
National Association
By: /s/ XXXXXX X. XXXXXXXX
-------------------------- ---------------------------------------
Xxxxxx X. Xxxxxxxx,
--------------------------
"TRUSTEE"
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