AMENDED AND RESTATED
STOCKHOLDER AGREEMENT
AMENDED AND RESTATED AGREEMENT, dated as of December 2, 1997, by
and between Gart Sports Company, a Delaware corporation ( Holdings ),
Gart Bros. Sporting Goods Company, a Colorado corporation and wholly-
owned subsidiary of Holdings ( Sporting ) and the stockholders of
Sportmart, Inc., a Delaware corporation (the Company ) signatory
hereto (the Stockholders ).
RECITALS
A. Holdings and Stockholders are parties to a Stockholder
Agreement (the Original Stockholder Agreement ) dated September 28,
1997 (the Original Execution Date ) and, concurrently with the
execution of the Original Stockholder Agreement, Holdings, Sporting
and the Company entered into an Agreement and Plan of Merger (the
Original Merger Agreement ) pursuant to which the Company would have
been merged with and into Sporting (the Merger);
B. As an inducement and a condition to entering into the
Original Merger Agreement, Holdings required that Stockholders agree,
and Stockholders did agree, to enter into the Original Stockholder
Agreement;
C. Concurrently with the execution of this Amended and Restated
Agreement, Holdings, Sporting and the Company have amended and
restated the Original Merger Agreement in its entirety whereby GB
Acquisition, Inc., a Delaware corporation ( Acquisition ) and wholly
owned subsidiary of Holdings, will merge with and into the Company (as
such amended and restated agreement may hereafter be amended from time
to time, the Merger Agreement ); and
D. As an inducement and a condition to voting in favor of the
Merger Agreement and the Merger, as restructured, the Stockholders
have required that the Original Stockholder Agreement be amended and
restated in its entirety as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises, representations, warranties, covenants and agreements
contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound hereby, agree as follows:
1. Certain Definitions. In addition to the terms defined
elsewhere herein, capitalized terms used and not defined herein have
the respective meanings ascribed to them in the Merger Agreement. For
purposes of this Agreement:
(a) Beneficially Own or Beneficial Ownership with
respect to any securities means having beneficial ownership of such
securities as determined pursuant to Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the Exchange Act ).
(b) Existing Shares means shares of Company Common
Stock Beneficially Owned by any of the Stockholders as of the date
hereof.
(c) Securities means the Existing Shares together
with any shares of Company Common Stock or other securities of the
Company that become Beneficially Owned by any Stockholder in any
capacity after the date hereof and prior to the termination of this
Agreement whether upon the exercise of options, warrants or rights,
the conversion or exchange of convertible or exchangeable securities,
or by means of purchase, dividend, distribution, split-up,
recapitalization, combination, exchange of shares or the like, gift,
bequest, inheritance or as a successor in interest in any capacity or
otherwise.
2. Disclosure. The Stockholders hereby agree to permit
the Company and Holdings to publish and disclose in the Registration
Statement and the Proxy Statement (including all documents and
schedules filed with the SEC), and any press release or other
disclosure document which Holdings, in its sole discretion, determines
to be necessary or desirable in connection with the Merger and any
transactions related thereto, the Stockholders identities and
ownership of Company Common Stock and the nature of the Stockholders
commitments, arrangements and understandings under this Agreement.
Holdings will provide a representative of the Stockholders designated
by them (the Spokesperson ) with a copy of any proposed disclosure
and will provide the Spokesperson with a reasonable opportunity to
comment thereon and will not make any disclosure to which the
Spokesperson reasonably objects.
3. Voting of Company Common Stock. The Stockholders
hereby agree that, during the period commencing on the date hereof and
continuing until the first to occur of (a) the Effective Time, (b) 30
days after termination of the Merger Agreement (i) by Holdings other
than pursuant to Sections 8.1(d)(ii) or 8.1(d)(iii) of the Merger
Agreement provided that such termination is not as a result of the
Company's intentionally acting, or failing to act, in bad faith with
respect to its obligations under the Merger Agreement or (ii)
rightfully by the Company in good faith pursuant to Section 8.1(f) of
the Merger Agreement, or (c) June 30, 1998 (the first to occur of
clauses (a), (b) and (c), the Termination Date ), at any meeting
(whether annual or special and whether or not an adjourned or
postponed meeting) of the holders of Company Common Stock, however
called, or in connection with any written consent of the holders of
Company Common Stock, the Stockholders will appear at the meeting or
otherwise cause the Securities to be counted as present thereat for
purposes of establishing a quorum and vote or consent (or cause to be
voted or consented) the Securities (A) in favor of the adoption of the
Merger Agreement and the approval of other actions contemplated by the
Merger Agreement and this Agreement and any actions required in
furtherance thereof and hereof; (B) against any action or agreement
that would result in a breach in any respect of any material covenant,
representation or warranty or any other obligation or agreement of the
Company under the Merger Agreement or this Agreement; and (C) except
as otherwise agreed to in writing in advance by Holdings in its sole
discretion, against the following actions (other than the Merger and
the transactions contemplated by this Agreement and the Merger
Agreement): (1) any Acquisition Transaction or Superior Proposal, (2)
(u) any change in a majority of the persons who constitute the
Company's Board of Directors (other than with the approval of a
majority of the Company's directors then in office); (v) any material
change in the present capitalization of the Company, including without
limitation any proposal to sell a substantial equity interest in the
Company or its Subsidiaries; (w) any amendment of the Company's
Certificate of Incorporation or By-laws; (x) any other material change
in the Company's corporate structure or business; or (y) any other
action which, in the case of each of the matters referred to in
clauses (2) (u), (v), (w) or (x), is intended, or could reasonably be
expected, to impede, interfere with, delay, postpone or materially
adversely affect the Merger and the transactions contemplated by this
Agreement and the Merger Agreement. The Stockholders may not enter
into any agreement or understanding with any person the intended or
reasonably anticipated effect of which would be inconsistent with or
violative of any provision contained in this Section 3.
4. Subsequent Stockholder Actions.
(a) If Holdings becomes entitled to a fee pursuant to
Section 8.2 of the Merger Agreement, subject to the last sentence of
this subsection (a) to this Section 4, with respect to Securities for
which any Stockholder receives cash consideration pursuant to the
Acquisition Transaction, such Stockholder will immediately upon the
receipt thereof pay to Holdings an amount in cash (if positive) (the
Differential Amount ) equal to (i) the net pre-tax cash proceeds
received by such Stockholder with respect to the shares of Company
Common Stock or other Securities, including any shares of Company
Common Stock into or for which any Securities are convertible,
exchangeable or exercisable, of such Stockholder (such shares, the
Subject Shares ) in such Acquisition Transaction within nine months
after the date that the Merger Agreement is terminated, minus (ii) the
product of (A) the per share value attributed to the outstanding
Company Common Stock in the proposed Merger based on a $105 million
equity value for Holdings times (B) the number of Subject Shares. If
such Stockholder receives any non-cash consideration in an Acquisition
Transaction otherwise of a type described above as part of the net
proceeds ( Other Consideration ) that consists of securities listed on
a national securities exchange or the Nasdaq National Market
( Marketable Securities ), such Stockholder shall deliver immediately
to Holdings an amount of Marketable Securities whose aggregate value,
calculated on the basis of the closing price for such Marketable
Securities on the exchange where such Marketable Securities are
listed, equals the Differential Amount. To the extent the Other
Consideration consists of non-Marketable Securities or other assets,
such Other Consideration will be held by such Stockholder until such
Stockholder shall have sold or otherwise disposed of such Other
Consideration for cash or Marketable Securities, or has otherwise
actually realized value, directly or indirectly, from such sale or
disposition, at which time the Differential Amount, to the extent not
previously paid, will be immediately paid to Holdings in cash or such
Marketable Securities.
(b) From and after the date hereof and until June 30,
1998, each Stockholder agrees to use commercially reasonable efforts
(but without the obligation to expend any funds) to facilitate the
renegotiation by Holdings, Sporting or the Company of any leases or
other material contracts between the Company (prior to the Effective
Time) or Sporting (as the survivor by merger to the Company), and any
entities in which such Stockholder owns a substantial economic
interest or over which such Stockholder exercises any control
(including the obtaining of any required landlord consents to the
Merger); provided, however, that no such renegotiation shall change
the underlying economics of any such leases or material contracts.
5. Covenants, Representations and Warranties of
Stockholders. Each Stockholder hereby represents and warrants to, and
agrees with, Holdings as follows:
(a) Ownership of Shares. Such Stockholder is the sole
record and Beneficial Owner of the number of Existing Shares opposite
such Stockholder's name on the signature pages hereof, and on the date
hereof, such Existing Shares constitute all of the shares of Company
Common Stock owned of record or Beneficially Owned by such
Stockholder. Such Stockholder has sole voting power and sole power to
issue instructions with respect to the matters set forth in Sections 3
and 4 hereof, sole power of disposition, sole power of conversion,
sole power to demand appraisal rights and sole power to agree to all
of the matters set forth in this Agreement, in each case with respect
to all of such Stockholder's Existing Shares with no limitations,
qualifications or restrictions on such rights, subject to applicable
securities laws, and the terms of this Agreement.
(b) Corporate Authorization. This Agreement has been
duly and validly executed and delivered by such Stockholder and
constitutes a valid and binding agreement enforceable against such
Stockholder in accordance with its terms except (i) as may be limited
by applicable bankruptcy, insolvency or similar laws affecting
creditors rights and (ii) that the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.
(c) No Conflicts. Except for filings, authorizations,
consents and approvals as may be required under the HSR Act, the
Exchange Act and the Securities Act, (i) no filing with, and no
permit, authorization, consent or approval of, any state or federal
Governmental Authority is necessary for the execution of this
Agreement by such Stockholder and the consummation by such Stockholder
of the transactions contemplated hereby and (ii) none of the execution
and delivery of this Agreement by such Stockholder, the consummation
by such Stockholder of the transaction contemplated hereby or
compliance by such Stockholder with any of the provisions hereof will
(A) conflict with or result in any breach of the organizational
documents of such Stockholder (if applicable), (B) result in a
violation or breach of, or constitute (with or without notice or lapse
of time or both) a default (or give rise to any third party right of
termination, cancellation, material modification or acceleration)
under any of the terms, conditions or provisions of any note, loan
agreement, bond, mortgage, indenture, license, contract, commitment,
arrangement, understanding, agreement or other instrument or
obligation of any kind to which such Stockholder is a party or by
which such Stockholder or any of its properties or assets may be
bound, or (C) violate any order, writ, injunction, decree, judgment,
statute, rule or regulation applicable to such Stockholder or any of
its properties or assets.
(d) No Encumbrances. Except as applicable in
connection with the transactions contemplated by Sections 3 and 4
hereof, such Stockholder's Existing Shares at all times during the
term hereof, will be Beneficially Owned by such Stockholder, free and
clear of all liens, claims, security interests, proxies, voting trusts
or agreements, understandings or arrangements or any other
encumbrances whatsoever, except for Existing Shares pledged to other
Stockholders.
(e) No Finder's Fees. No broker, investment banker,
financial advisor or other person is entitled to any broker's,
finder's, financial adviser's or other similar fee or commission in
connection with the transactions contemplated by this Agreement based
upon arrangements made by or on behalf of such Stockholder, other than
as contemplated by the Merger Agreement.
(f) No Solicitation. Such Stockholder will not, and
will cause its Affiliates (other than the Company) and officers,
directors, employees, partners, investment bankers, attorneys,
accountants and other agents and representatives of such Stockholder
and such affiliates (such Affiliates, officers, directors, employees,
partners, investment bankers, attorneys, accountants and other agents
and representatives of any person are hereinafter collectively
referred to as the Representatives of such person) not to, directly
or indirectly (other than with Holdings and its representatives in
connection with the Merger), (i) solicit, initiate or encourage
(including by way of furnishing information) any inquiries or the
making of any proposal with respect to any Acquisition Transaction or
(ii) negotiate or otherwise engage in discussions with any person with
respect to any Acquisition Transaction, or which may reasonably be
expected to lead to a proposal for an Acquisition Transaction, or
enter into any agreement, arrangement or understanding (including any
letter of intent, agreement in principle or similar agreement) with
respect to any such Acquisition Transaction. Such Stockholder will
promptly advise Holdings of any inquiries or proposals received by,
and any information requested from, or any negotiations or discus-
sions sought to be initiated or continued with agents or representa-
tives of the foregoing, in each case from a person (other than Hold-
ings and its representatives) with respect to an Acquisition Trans-
action, and a reasonable summary of the terms thereof, including the
identity of such third party (unless disclosing the identity of such
third party would violate the terms of any confidentiality or similar
agreement binding on the Company and entered into on or prior to
September 19, 1997), including any financing arrangement or commitment
in connection therewith. Such Stockholder will, and will cause its
Representatives to, immediately cease and cause to be terminated any
and all existing activities, discussions or negotiations, if any, with
any parties conducted heretofore with respect to any Acquisition
Transaction or Superior Proposal relating to the Company, other than
discussions or negotiations with Holdings and its affiliates.
(g) Restriction on Transfer, Proxies and Non-
Interference. From the date hereof, such Stockholder will not,
directly or indirectly, prior to the Termination Date, (i) offer for
sale, sell, transfer, tender, pledge, encumber, assign or otherwise
dispose of, or enter into any contract, option or other arrangement or
understanding with respect to or consent to the offer for sale, sale,
transfer, tender, pledge, encumbrance, assignment or other disposition
of, any or all of the Securities or any interest therein, not
including any sale, transfer, pledge, assignment or otherwise to other
Stockholders and except as provided in Section 4(a); (ii) grant any
proxies or powers of attorney, deposit the Securities into a voting
trust or enter into a voting agreement with respect to the Securities;
or (iii) take any action that would make any representation or
warranty of such Stockholder contained herein untrue or incorrect or
would result in a breach by such Stockholder of its obligations under
this Agreement.
(h) Reliance by Holdings. Such Stockholder
understands and acknowledges that Holdings is entering into the Merger
Agreement in reliance upon such Stockholder s execution and delivery
of this Agreement.
6. Representations and Warranties of Holdings and
Sporting. Each of Holdings and Sporting hereby represents and
warrants to the Stockholders as follows:
(a) Organization. Holdings is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Delaware. Sporting is a corporation duly organized, validly
existing and in good standing under the laws of the State of Colorado.
Holdings and Sporting have all requisite corporate power or other
power and authority to execute and deliver this Agreement and perform
their obligations hereunder. The execution and delivery by Holdings
and Sporting of this Agreement and the performance by Holdings and
Sporting of their obligations hereunder have been duly and validly
authorized by the Board of Directors of Holdings and Sporting and no
other corporate proceedings on the part of Holdings or Sporting are
necessary to authorize the execution, delivery and performance of this
Agreement or the consummation of the transactions contemplated hereby
by Holdings and Sporting.
(b) Corporate Authorization. This Agreement has been
duly and validly executed and delivered by Holdings and Sporting and
constitutes a valid and binding agreement of Holdings and Sporting
enforceable against Holdings and Sporting in accordance with its
terms, except (i) as may be limited by applicable bankruptcy,
insolvency or similar laws affecting creditors rights and (ii) that
the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefor may be
brought.
(c) No Conflicts. Except for filings, authorizations,
consents and approvals as may be required under the HSR Act, the
Exchange Act and the Securities Act, (i) no filing with, and no
permit, authorization, consent or approval of, any state or federal
Governmental Authority is necessary for the execution of this
Agreement by Holdings and Sporting and the consummation by Holdings
and Sporting of the transactions contemplated hereby and (ii) none of
the execution and delivery of this Agreement by Holdings and Sporting,
the consummation by Holdings and Sporting of the transactions
contemplated hereby or compliance by Holdings and Sporting with any of
the provisions hereof will (A) conflict with or result in any breach
of the certificate of incorporation or by-laws of Holdings or
Sporting, (B) result in a violation or breach of, or constitute (with
or without notice or lapse of time or both) a default (or give rise to
any third party right of termination, cancellation, material
modification or acceleration) under any of the terms, conditions or
provisions of any note, loan agreement, bond, mortgage, indenture,
license, contract, commitment, arrangement, understanding, agreement
or other instrument or obligation of any kind to which Holdings or
Sporting is a party or by which Holdings or Sporting or any of their
properties or assets may be bound, or (C) violate any order, writ,
injunction, decree, judgment, statute, rule or regulation applicable
to Holdings or Sporting or any of their properties or assets.
(d) No Finder's Fee. No broker, investment banker,
financial adviser or other person is entitled to any broker's,
finder's, financial adviser's or other similar fee or commission in
connection with the transactions contemplated hereby based upon
arrangements made by or on behalf of Holdings or Sporting other than
as contemplated by the Merger Agreement.
(e) Merger Agreement. Holdings and Sporting
acknowledge that the Stockholders are third-party beneficiaries of
Section 6.13 of the Merger Agreement.
7. Stop Transfer; Legend.
(a) Each Stockholder agrees with, and covenants to
Holdings that such Stockholder will not request that the Company
register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of the Securities, unless
such transfer is made in compliance with this Agreement.
(b) In the event of a stock dividend or distribution,
or any change in the Company Common Stock by reason of any stock
dividend, split-up, recapitalization, combination, exchange of shares
or the like other than pursuant to the Merger, the terms Shares and
Securities will be deemed to refer to and include the shares of
Company Common Stock as well as all such stock dividends and
distributions and any shares into which or for which any or all of the
Securities may be changed or exchanged and appropriate adjustments
shall be made to the terms and provisions of this Agreement.
(c) Such Stockholder will duly execute and deliver to
Holdings an Affiliate's Letter in the form attached to the Merger
Agreement prior to Closing.
8. Lease Guarantees. In order to preserve the economics
originally negotiated under the Original Merger Agreement and the
Original Stockholder Agreement, Sporting hereby irrevocably,
unconditionally and absolutely guarantees, effective from and after
the Effective Time, as primary obligor and not merely as surety, the
full and prompt performance and payment when due of all liabilities
and obligations, whether now existing or hereafter arising, of the
Company under those leases at the locations set forth in Exhibit A
attached to this Agreement and made a part hereof (the Leases ). It
is understood and agreed that this guaranty is a guaranty of
performance and payment when due and not of collection and this
guaranty may be enforced directly against Sporting without proceeding
against the Company and that Sporting hereby waives notice of
acceptance of this guaranty and notice of any liability or obligations
to which it may apply and waives presentment, demand of payment,
protest, notice of dishonor or non-payment or non-performance of any
such liability or obligation, suit or the taking of any other action
thereof by, and any other notice to, any party liable thereon or
therefor. This guaranty is expressly for the benefit of, and
enforceable by, each and every person or entity to whom the Company
has obligations or liabilities under and pursuant to the Leases,
whether now existing or hereafter arising.
9. Termination. This Agreement will terminate upon the
Termination Date, except that the covenants and agreements set forth
in Section 4(a) hereof will survive any termination of this Agreement
for the term specified therein.
10. Miscellaneous.
(a) Further Assurances. From time to time, at the
other party's request and without further consideration, each party
hereto will execute and deliver such additional documents and take all
such further lawful action as may be necessary or reasonably desirable
to consummate and make effective, in the most expeditious manner
practicable, the transactions contemplated by this Agreement.
(b) Entire Agreement. This Agreement constitutes the
entire agreement among the parties with respect to the subject matter
hereof and supersedes all other prior agreements and understandings,
both written and oral, between the parties with respect to the subject
matter hereof.
(c) Capacity, Binding Effect and Certain Permitted
Activities. Stockholders agree that this Agreement and the
obligations hereunder will attach to the Securities and will be
binding upon any person or entity to which legal or Beneficial
Ownership of such Securities shall pass, whether by operation of law
or otherwise, including without limitation, any Stockholder's legal
representatives or successors or other transferees (for value or
otherwise) and any other successors in interest. Notwithstanding
anything to the contrary in this Agreement, each Stockholder is
signing this Agreement solely in its capacity as a stockholder of the
Company and no Stockholder shall be limited or otherwise affected by
this Agreement with respect to any action or inaction of such
Stockholder taken (i) in its capacity as a director, officer or
employee of the Company, (ii) in its capacity as a director, officer
or employee of, or consultant to, Holdings and/or its subsidiaries or
(iii) in conjunction with, vis-a-vis or in relation to any other
Stockholder or family member or any entity (other than, for purposes
of this clause (iii), the Company and Holdings or any of their
respective subsidiaries) as to which such a Stockholder or family
member serves as a director, officer, trustee, member, partner, or
fiduciary or other similar position, or as to which such Stockholder
exercises any dispositive or voting control of any Securities held by
such entity.
(d) Assignment. Neither this Agreement nor any of the
rights, interests or obligations hereunder will be assigned or
delegated (whether by operation of law or otherwise) without the prior
written consent of the other parties, provided that Holdings may
assign, in its sole discretion, its rights, interests and obligations
hereunder to any direct or indirect wholly owned Subsidiary of
Holdings, but no such assignment will relieve Holdings from any of its
obligations hereunder if such assignee does not perform such
obligations. Subject to the preceding sentence, this Agreement will
be binding upon, inure to the benefit of and be enforceable by the
parties and their respective successors and assigns.
(e) Amendment and Modification. This Agreement may
not be amended, changed, supplemented, waived or otherwise modified,
except upon the execution and delivery of a written agreement executed
by the parties hereto.
(f) Notices. All notices and other communications
hereunder will be in writing and will be deemed given if delivered
personally, telecopied (which is confirmed) or on the next business
day after being sent by an overnight courier service, such as FedEx,
to the parties at the following addresses (or at such other address
for a party as will be specified by like notice):
If to the Stockholders:
c/o Xx. Xxxxxx X. Xxxxxxxx
00 Xxxxx Xxxxx Xxxx Xxxxx
Xxxxxxxx Xxxx, XX 00000
Telecopy: (847-266-1004)
copy to:
Barack Xxxxxxxxxx Xxxxxxxxxx Xxxxxxx & Xxxxxxxxx
000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Barack and Xxxxx X. Xxxxxx
Telecopy: (000) 000-0000
if to Holdings or Sporting:
Gart Sports Company
0000 Xxxxxxxx
Xxxxxx, XX 00000
Attention: Xxxx Xxxxxxx Xxxxxx
Telecopier: (000) 000-0000
with copies to:
Xxxxxxx Xxxxx & Partners, L.P.
00000 Xxxxx Xxxxxx Xxxxxxxxx
Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxxx Xxxxxx Xxxxxx
Telecopier: (000) 000-0000
and
Xxxxxxxxxx Xxxxx Xxxxxx & Xxxxxxxxxx, P.C. th
000 00xx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx
Telecopier: (000) 000-0000
(g) Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent
jurisdiction or other authority to be invalid, void, unenforceable or
against its regulatory policy, the remainder of the terms, provisions,
covenants and restrictions of this Agreement will remain in full force
and effect and will in no way be affected, impaired or invalidated.
(h) Specific Performance. The parties hereto agree
that irreparable damage would occur in the event any provision of this
Agreement was not performed in accordance with the terms hereof and
that the parties will be entitled to the remedy of specific
performance of the terms hereof, in addition to any other remedy at
law or equity.
(i) No Waiver. The failure of any party hereto to
exercise any right, power or remedy provided under this Agreement or
otherwise available in respect hereof at law or in equity, or to
insist upon compliance by any other party hereto with its obligations
hereunder, and any custom or practice of the parties at variance with
the terms hereof, will not constitute a waiver by such party of its
right to exercise any such or other right, power or remedy or to
demand such compliance.
(j) No Third Party Beneficiaries. Except as
contemplated by and set forth in Section 8, this Agreement is not
intended to confer upon any person other than the parties hereto any
rights or remedies hereunder.
(k) Governing Law. This Agreement will be governed
and construed in accordance with the laws of the State of Delaware,
without giving effect to the principles of conflict of laws thereof.
(l) Jurisdiction. Each party hereby irrevocably
submits to the exclusive jurisdiction of the Court of Chancery in the
State of Delaware in any action, suit or proceeding arising in
connection with this Agreement, and agrees that any such action, suit
or proceeding will be brought only in such court (and waives any
objection based on forum non conveniens or any other objection to
venue therein); provided, however, that no such consent to
jurisdiction of said Court or in the State of Delaware shall be valid
other than for such purposes. Each party hereby waives any right to a
trial by jury in connection with any such action, suit or proceeding.
(m) Description Headings. The description headings
used herein are for reference purposes only and will not affect in any
way the meaning or interpretation of this Agreement.
(n) Counterparts. This Agreement may be executed in
counterparts, each of which will be considered one and the same
agreement and will become effective when such counterparts have been
signed by each of the parties and delivered to the other parties, it
being understood that all parties need not sign the same counterpart.
(o) Certain Sales and Transfers. Anything to the
contrary in this Agreement notwithstanding, a Stockholder may (i)
sell, transfer or otherwise dispose of all or any portion of the
Holdings Common Stock which it may acquire in the Merger or which it
may otherwise own and (ii) reorganize its internal structure and
composition and/or transfer all or any portion of the Securities which
it owns for tax, securities or estate planning purposes, for
charitable donation purposes or to another Stockholder, as long as the
recipient of the voting and dispositive power with respect to such
Securities under this subsection (ii) agrees to abide by the
provisions of and become a party to this Agreement. In addition, a
Stockholder may pledge all or any portion of the Securities which it
owns as security for the Stockholder s obligations in connection with
a bona fide transaction as long as the pledgee or mortgagee of such
Securities agrees, in the event it obtains the right to vote such
Securities, whether by reason of a default, foreclosure or otherwise,
to abide by and become a party to this Agreement.
IN WITNESS WHEREOF, Holdings, Sporting and the Stockholders
have caused this Agreement to be duly executed as of the day and year
first above written.
GART SPORTS COMPANY
By: /S/ XXXX XXXXXXX XXXXXX
Name: Xxxx Xxxxxxx Xxxxxx
Title: President and Chief Executive Officer
GART BROS. SPORTING GOODS COMPANY
By: /S/ XXXX XXXXXXX XXXXXX
Name: Xxxx Xxxxxxx Xxxxxx
Title: President and Chief Executive Officer
STOCKHOLDERS:
AH INVESTMENT TRUST U/A/D 6/3/87 NV-555,424
C-275,329
By: /S/ XXXXXXX X. XXXXXXXX
Xxxxxxx X. Xxxxxxxx, Trustee
By: /S/ XXXXXX X. XXXXXXXX
Xxxxxx X. Xxxxxxxx, Trustee
XXXXXXX X. XXXXXXXX TRUST U/A/D 12/17/88 NV-93,000
C-102,000
By: /S/ XXXXXXX X. XXXXXXXX
Xxxxxxx X. Xxxxxxxx, Trustee
XXX X. XXXXXXXXXX SUB-TRUST U/A/D 1/3/90 NV-4,500
C-12,500
By: /S/ XXXXX X. XXXXXXXX
Xxxxx X. Xxxxxxxx, Trustee
XXXXXX X. XXXXXXXX SUB-TRUST U/A/D 1/3/90 NV-4,500
C-15,000
By: /S/ XXXXX X. XXXXXXXX
Xxxxx X. Xxxxxxxx, Trustee
XXXXXXXX ANNUAL GIFT TRUST U/A/D 4/27/94 NV-18,100
C-792
By: /S/ XXXXXX XXXXXXXX
Xxxxxx Xxxxxxxx, Trustee
By: /S/ XXXXX X. XXXXXXXX
Xxxxx X. Xxxxxxxx, Trustee
XXXXXX XXXXXXXX UNDER THE IL UGMA NV-7,651
By: /S/ XXXXXX X. XXXXXXXX
Xxxxxx X. Xxxxxxxx, as Custodian for
Xxxxxx Xxxxxxxx under the IL UGMA
/S/ XXXXXX XXXXXXXX
XXXXXX XXXXXXXX NV-22,483
/S/ XXXXXX XXXXXXXX
XXXXXX XXXXXXXX NV-5,000
XXXXX X. XXXXXXXX TRUST U/A/D 6/12/81 NV-478,921
C-2,358,557
By: /S/ XXXXX X. XXXXXXXX
Xxxxx X. Xxxxxxxx
XXXXX XXXXXXXXXX UNDER THE IL UGMA NV-6,800
By: /S/ XXX XXXXXXXXXX
Xxx Xxxxxxxxxx, as Custodian for
Xxxxx Xxxxxxxxxx under the IL UGMA
XXXXX XXXXXXXXXX UNDER THE IL UGMA NV-8,851
By: /S/ XXX XXXXXXXXXX
Xxx Xxxxxxxxxx, as Custodian for
Xxxxx Xxxxxxxxxx under the IL UGMA
/S/ XXX XXXXXXXXXX
XXX XXXXXXXXXX NV-2,957
XXXXXXX XXXXXXXXXX UNDER THE IL UGMA NV-6,800
By: /S/ XXX XXXXXXXXXX
Xxx Xxxxxxxxxx, as Custodian for
Xxxxxxx Xxxxxxxxxx under the IL UGMA
XXXXXX XXXXXXXXXX UNDER THE IL UGMA NV-6,800
By: /S/ XXX XXXXXXXXXX
Xxx Xxxxxxxxxx, as Custodian for
Xxxxxx Xxxxxxxxxx under the IL UGMA
/S/ XXXX X. XXXXXXXXXX
XXXX X. XXXXXXXXXX NV-21,220
AHL INVESTMENT TRUST U/A/D 12/7/90 NV-126,732
By: /S/ XXXXXXX X. XXXXXXXX
Xxxxxxx X. Xxxxxxxx, Trustee
By: /S/ XXXX X. XXXXXXXXXX
Xxxx X. Xxxxxxxxxx, Trustee
XXXXXXX XXXXXXXX UNDER THE IL UGMA NV-4,338
By: /S/ XXXXXX XXXXXXXX
Xxxxxx Xxxxxxxx, as Custodian for
Xxxxxxx Xxxxxxxx under the IL UGMA
XXXXXXX XXXXXXXXXX UNDER THE IL UGMA NV-6,154
By: /S/ XXXX X.XXXXXXXXXX
Xxxx X. Xxxxxxxxxx, as Custodian for
Xxxxxxx Xxxxxxxxxx under the IL UGMA
XXX X. XXXXXXXXXX REVOCABLE TRUST NV-117,270
U/A/D 8/29/91 C-138,807
By: /S/ XXX X. XXXXXXXXXX
Xxx X. Xxxxxxxxxx, Trustee
XXXXXX X. XXXXXXXX REVOCABLE TRUST NV-56,207
U/A/D 7/9/87 C-138,015
By: /S/ XXXXXX X. XXXXXXXX
Xxxxxx X. Xxxxxxxx
XXXXXXX XXXXXXXXXX UNDER THE IL UGMA NV-5,538
By: /S/ XXX XXXXXXXXXX
Xxx Xxxxxxxxxx, as Custodian for
Xxxxxxx Xxxxxxxxxx under the IL UGMA
LJH L.P. NV-1,434,500
By: Xxxxx X. Xxxxxxxx Trust U/A/D 6/12/81,
General Partner
By: /S/ XXXXX XXXXXXXX
Xxxxx Xxxxxxxx, Trustee
AH L.P. NV-64,500
By: Xxxxxx X. Xxxxxxxx Revocable Trust,
General Partner
By: /S/ XXXXXX XXXXXXXX
Xxxxxx Xxxxxxxx, Trustee
/S/ XXXXX X. XXXXXXXX
XXXXX X. XXXXXXXX NV-10,657
EXHIBIT A
Xxxxx
Xxxxxxx
Calumet City, IN
Schaumburg
Chicago (Lakeview)
Merrillville, IN
North Riverside
Ferguson, MO
Crestwood, MO
Wheeling
Chicago (River North)
