STOCK PLEDGE AGREEMENT
This Stock Pledge Agreement, dated as of July 14, 1999, is
by and between Xxxxxxx'x Sporting Goods Company, Inc., and THE
FIRST NATIONAL BANK OF CHICAGO, as Agent.
R E C I T A L S:
1. Pursuant to the Credit Agreement (as hereinafter defined) the
Lenders have agreed to make certain loans and other financial
accommodations to the Borrower (as hereinafter defined); and
2. As a condition to further extensions of credit under the Credit
Agreement, the Agent and the Lenders have requested that the
Borrower grant to the Agent, on behalf of the Agent and the
Lenders, a security interest in the Collateral (as hereinafter
defined);
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
a. DEFINITIONS.
As used in this Pledge Agreement:
"Agent" means The First National Bank of Chicago in its
capacity as Agent for the Lenders and not in its individual
capacity, and any successor Agent appointed pursuant to Article X
of the Credit Agreement.
"Borrower" means Xxxxxxx'x Sporting Goods Company, Inc., a
Delaware corporation, and its successors and assigns.
"Collateral" means the Pledged Stock, the Stock Rights and
all proceeds of the foregoing.
"Credit Agreement" means that certain Amended and Restated
Credit Agreement dated as September 12, 1997 among the Borrower,
the Lenders and the Agent, heretofore and hereafter amended,
supplemented, restated or otherwise modified from time to time.
"Default" means an event described in Section 6.1.
"Default Rate" means the rate of interest which may be due
and owing from time to time on any Loan and payable to the
Borrower under the Credit Agreement pursuant to Section 2.11 of
such agreement.
"Lien" means any security interest, mortgage, pledge,
hypothecation, assignment, lien, claim, charge, encumbrance,
title retention agreement, or lessor's interest, in, of or on the
Collateral or any portion thereof.
"Pledge Agreement" means this Stock Pledge Agreement, as it
may be amended, supplemented, restated or otherwise modified from
time to time.
"Pledged Stock" means all of the outstanding shares of
capital stock set forth on Schedule A hereto and any additional
capital stock pledged pursuant to Section 5.1 hereof.
"Section" means a numbered section of this Pledge Agreement,
unless another document is specifically referenced.
"Stock Rights" means any stock, any dividend or other
distribution and any other right or property which the Borrower
shall receive or shall become entitled to receive for any reason
whatsoever with respect to, in substitution for or in exchange
for any shares of Pledged Stock and any stock, any right to
receive stock and any right to receive earnings, in which the
Borrower now has or hereafter acquires any right, issued by an
issuer of the Pledged Stock.
"Unmatured Default" means an event which but for the lapse
of time or the giving of notice, or both, would constitute a
Default.
The foregoing definitions shall be equally applicable to
both the singular and plural forms of the defined terms.
Capitalized terms used herein and not otherwise defined herein
shall have the meanings attributed to such terms in the Credit
Agreement.
b. PLEDGE AND SECURITY INTEREST. In order to secure the
full and complete payment and performance by the
Borrower of the Obligations when due, the Borrower
hereby pledges and grants to the Agent for the benefit
of the Agent and the Lenders, equally and ratably in
proportion to the total Obligations owing at any time
to the Agent and the Lenders, a first priority lien on,
and security interest in, all of the Borrower's right,
title and interest in and to the Collateral.
c. DEPOSIT OF CERTIFICATES FOR PLEDGED STOCK. The
certificates representing the Pledged Stock listed on
Schedule A attached hereto shall be delivered to the
Agent contemporaneously herewith together with
appropriate undated stock powers duly executed in
blank. Neither the Agent nor the Lenders shall be
obligated to preserve or protect any rights with
respect to the Pledged Stock or to receive or give any
notice with respect thereto whether or not the Agent or
any Lender are deemed to have knowledge of such
matters.
d. REPRESENTATIONS AND WARRANTIES.
The Borrower represents and warrants to the Agent and the
Lenders that:
i. EXISTENCE AND STANDING. The Borrower is duly
organized and is validly existing and in good
standing under the laws of its jurisdiction of
incorporation, and the Borrower has all requisite
authority to conduct its business in each
jurisdiction in which its business is conducted.
ii. AUTHORIZATION, VALIDITY AND ENFORCEABILITY. The
execution, delivery and performance by the
Borrower of this Pledge Agreement has been duly
authorized by proper corporate proceedings, and
this Pledge Agreement constitutes a legal, valid
and binding obligation of the Borrower,
enforceable against the Borrower in accordance
with its terms, and creates a security interest
which is enforceable against the Borrower in all
now owned and hereafter acquired Collateral except
as enforceability may be limited by bankruptcy,
insolvency or similar laws affecting the
enforcement of creditors' rights generally and
subject also to the availability of equitable
remedies if equitable remedies are sought. No
consent or approval of any Governmental Authority
which has not been obtained is required in
connection with the execution, delivery and
performance by the Borrower of this Pledge
Agreement.
iii. CONFLICTING LAWS AND CONTRACTS. Neither the
execution and delivery by the Borrower of this
Pledge Agreement, nor the creation and perfection
of the security interest in the Collateral granted
hereunder, nor compliance by the Borrower with the
terms and provisions hereof will violate any law,
rule, regulation, order, writ, judgment,
injunction, decree or award binding on the
Borrower or the Borrower's articles of
incorporation or bylaws, the provisions of any
indenture, instrument or agreement to which the
Borrower is a party or is subject, or by which it,
or its property, is bound, or conflict with or
constitute a default thereunder, or result in the
creation or imposition of any Lien (except to the
extent created by the Pledge Agreement) pursuant
to the terms of any such indenture, instrument or
agreement.
iv. NO DEFAULT. No Default or Unmatured Default
exists.
v. PLEDGED STOCK. The Borrower is the direct and
beneficial owner of each share of the Pledged
Stock and the Pledged Stock represents the
percentage (on a fully diluted basis) of the
issued and outstanding capital stock of its issuer
as set forth on Schedule A hereto. All of the
shares of the Pledged Stock are duly authorized,
validly issued, fully paid and nonassessable. The
Borrower has good and marketable title to the
Pledged Stock and has all requisite rights, power,
and authority to execute, deliver and comply with
the terms of this Pledge Agreement and to pledge
and deliver the Collateral to the Agent pursuant
hereto. The Pledged Stock is free and clear of
all Liens, options, warrants, puts, calls, or
other rights of third persons, and restrictions,
other than (i) those liens arising under this
Pledge Agreement and (ii) restrictions on
transferability imposed by applicable state and
Federal securities laws, rules and regulations.
Assuming the Agent has possession of the Pledged
Stock, the pledge, assignment and delivery of the
Pledged Stock pursuant to this Pledge Agreement
creates a valid, continuing, first perfected Lien
on the Pledged Stock in favor of the Agent, for
the benefit of the Agent and the Lenders, subject
to no prior Lien of any other Person.
e. COVENANTS.
From the date hereof and continuing thereafter until this
Pledge Agreement is terminated pursuant to Section 8.10, the
Borrower covenants and agrees with the Agent and the Lenders as
follows:
i. PLEDGE OF ADDITIONAL STOCK. If the Borrower shall
at any time acquire any additional shares of the
capital stock of any class of the Pledged Stock,
whether such acquisition shall be by purchase,
exchange, reclassification, dividend, or
otherwise, or acquire any new shares of capital
stock of any newly formed or acquired Subsidiary
(to the extent permitted by the Credit Agreement),
the Borrower shall forthwith (and without the
necessity for any request or demand by the Agent
or any Lender) deliver the certificates
representing such shares to the Agent, in the same
manner as described in Section 3, provided,
Borrower shall be obligated to pledge hereunder
not more than 65% of each class of stock held by
it in Rawlings de Costa Rica, S.A. The Borrower
will hold in trust for the Agent and the Lenders
upon receipt and immediately thereafter deliver to
the Agent any other instrument evidencing or
constituting Collateral (except, prior to the
occurrence of an Unmatured Default or a Default,
ordinary cash dividends, if any, paid with respect
to the Pledged Stock and the Stock Rights and
permitted by the Credit Agreement).
ii. TITLE; SECURITY INTEREST AND LIEN. The Borrower
(a) will preserve, warrant, and defend title to
and ownership of the Pledged Stock and the Lien in
the Collateral created hereby against the claims
of all Persons whomsoever; (b) will not at any
time assign, transfer, or otherwise dispose of its
right, title and interest in and to any of the
Collateral; (c) will not do or suffer any matter
or thing whereby the Lien created by this Pledge
Agreement in and to the Collateral might or could
be impaired; and (d) will not at any time,
directly or indirectly, create, assume, or suffer
to exist any Lien, warrant, put, option, or other
rights of third Persons and restrictions in and to
the Collateral or any part thereof other than (i)
those Liens arising under this Pledge Agreement
and (ii) restrictions on transferability imposed
by applicable state and Federal securities laws,
rules and regulations.
iii. FURTHER ASSURANCES. The Borrower, at its expense,
shall from time to time execute and deliver to the
Agent all such other assignments, certificates,
supplemental documents and financing statements,
and do all other acts or things as the Agent may
reasonably request in order to more fully create,
evidence, perfect, continue and preserve the
priority of the Lien created hereby.
iv. Pledged Stock.
(1) CHANGES IN CAPITAL STRUCTURE OF ISSUERS. The
Borrower will not (i) permit or suffer any
issuer of Pledged Stock to dissolve,
liquidate, retire any of its capital stock,
reduce its capital or merge or consolidate
with any other entity, except for a merger
permitted by Section 6.12 of the Credit
Agreement, or (ii) vote any of the Pledged
Stock in favor of any of the foregoing.
(2) ISSUANCE OF ADDITIONAL STOCK. The Borrower
will not permit or suffer the issuer of any
of the Pledged Stock to issue any stock, any
right to receive stock or any right to
receive earnings, except to the Borrower.
(3) DISPOSITION OF COLLATERAL. The Borrower will
not sell or otherwise dispose of all or any
part of the Collateral.
(4) REGISTRATION OF PLEDGED STOCK. After the
occurrence of a Default, the Borrower will,
to the extent permitted by applicable law,
permit any registerable Collateral to be
registered in the name of the Agent or its
nominee at any time at the option of the
Required Lenders.
(5) EXERCISE OF RIGHTS IN PLEDGED STOCK. The
Borrower will permit the Agent or its nominee
at any time after the occurrence of a
Default, without notice, to exercise all
voting and corporate rights relating to the
Collateral, including, without limitation,
exchange, subscription or any other rights,
privileges, or options pertaining to any
shares of the Pledged Stock and the Stock
Rights as if it were the absolute owner
thereof.
v. NOTICE OF DEFAULT. The Borrower will give prompt
notice in writing to the Agent and the Lenders of
the occurrence of any Default or Unmatured Default
and of any other development, financial or
otherwise, which might materially adversely affect
the Collateral.
f. RIGHTS OF BORROWER, AGENT AND THE LENDERS.
i. DEFAULT; EXERCISE OF STOCKHOLDER RIGHTS.
(a) Unless and until a Default shall occur and be
continuing, the Borrower shall be entitled to
receive all cash dividends or other
distributions on the Pledged Stock except (i)
distributions made in capital stock on the
Pledged Stock resulting from stock dividends
or on subdivision, combination, or
reclassification of the outstanding capital
stock of any corporation or as a result of
any merger, consolidation, acquisition or
other exchange of assets of any corporation;
and (ii) all sums paid on any Pledged Stock
upon liquidation or dissolution or reduction
of capital, repurchase, retirement or
redemption. All such sums, dividends,
distributions, proceeds or property described
in the immediately preceding clauses (i) and
(ii) shall, if received by any Person other
than the Agent, be held in trust for the
benefit of the Agent and the Lenders and
shall forthwith be delivered to the Agent for
the benefit of the Agent and the Lenders
(accompanied by proper instruments of
assignment and/or stock powers executed by
the Borrower in accordance with the Agent's
instructions) to be held subject to the terms
of this Pledge Agreement. Upon the
occurrence of a Default, the Agent, for the
benefit of the Agent and the Lenders, shall
be entitled to receive all payments of
whatever kind made upon or with respect to
any Collateral and to hold such payments as
Collateral or apply such payments pursuant to
the terms of this Agreement and the Credit
Agreement. The relative rights of the Agent
and the Lenders to receive such payments
shall be in proportion to the relative
amounts of all Obligations owing to the Agent
and the Lenders and the aggregate amount of
all Obligations then outstanding. As used
herein, the term "Default" shall mean the
occurrence of any one or more of the
following events:
(i) Any representation or warranty made by
or on behalf of the Borrower to the
Agent or the Lenders under or in
connection with this Pledge Agreement
shall be false in any material respect
as of the date on which made.
(ii) The breach by the Borrower of any of the
terms or provisions of Section 5.1, 5.3,
5.4.1, 5.4.2, 5.4.3, 5.4.5, 5.5 or 7(b).
(iii) The breach by the Borrower (other than a
breach which constitutes a Default under
Section 6.1(a)(A) or 6.1(a)(B)) of any
of the terms or provisions of this
Pledge Agreement which is not remedied
within 20 days after the giving of
written notice by the Agent.
(iv) The Agent shall not have a first
perfected security interest in the
Collateral, other than cash dividends
and other distributions which the
Borrower is entitled to retain pursuant
to Section 6.1 hereof.
(v) The occurrence of any "Default" under,
and as defined in, the Credit Agreement.
(b) Prior to the occurrence of a Default, the
Borrower shall have the sole and exclusive
right to vote and give consents with respect
to all of the Collateral and to consent to,
ratify, or waive notice of any and all
meetings. Upon the occurrence of a Default,
the Agent, shall have the exclusive right,
but shall not be obligated, at the election
of the Required Lenders (A) to vote and give
consents with respect to the issuer of any
Pledged Stock and to join in and become a
party to any plan of recapitalization,
reorganization, or readjustment (whether
voluntary or involuntary) as shall seem
desirable to the Agent, on behalf of the
Lenders, to protect or further their
interests in respect of the Collateral, (B)
to deposit the Collateral under any such
plan, and (C) to make any exchange,
substitution, cancellation, or surrender of
the Collateral required by any such plan and
to take such action with respect to the
Collateral as may be required by any such
plan or for the accomplishment thereof, and
no such disposition, exchange, substitution,
cancellation, or surrender shall be deemed to
constitute a release of the Collateral from
the Lien of this Pledge Agreement.
ii. RIGHT OF SALE AFTER DEFAULT. Upon the occurrence
and during the continuance of a Default the Agent
on behalf of the Lenders may exercise any or all
of the rights and remedies provided (i) in this
Pledge Agreement, (ii) to a secured party when a
debtor is in default under a security agreement by
the Illinois Uniform Commercial Code and (iii) by
any other applicable law including, without
limitation, any law governing the exercise of a
bank's right of setoff or bankers' lien. Without
limiting the generality of the foregoing, upon the
occurrence and continuance of a Default, the Agent
may sell, without recourse to judicial
proceedings, with the right to bid for and buy,
free from any right of redemption, the Collateral
or any part thereof, upon ten days' notice (which
notice is agreed to be reasonable notice for the
purposes hereof) to the Borrower of the time and
place of sale, for cash, upon credit or for future
delivery, at the Lenders' option and in the
Lenders' complete discretion:
(a) At public sale, including a sale at any
broker's board or exchange;
(b) At private sale in any commercially
reasonable manner which will not require
the Collateral, or any part thereof, to
be registered in accordance with the
Securities Act of 1933, as amended, or
the rules and regulations promulgated
thereunder, or any other law or
regulation. The Agent and the Lenders
are also hereby authorized, but not
obligated, to take such actions, give
such notices, obtain such consents, and
do such other things as they may deem
required or appropriate in the event of
sale or disposition of any of the
Collateral. The Borrower understands
that the Agent, on behalf of the
Lenders, may in its discretion approach
a restricted number of potential
purchasers and that a sale under such
circumstances may yield a lower price
for the Collateral, or any portion
thereof, than would otherwise be
obtainable if the same were registered
and sold in the open market. The
Borrower agrees that (i) in the event
the Agent shall so sell the Collateral,
or any portion thereof, at such private
sale or sales, the Agent and the Lenders
shall have the right to rely upon the
advice and opinion of any Person who
regularly deals in or evaluates stock of
the type constituting the Collateral as
to the price obtainable in a
commercially reasonable manner upon such
a private sale thereof, and (ii) such
reliance shall be conclusive evidence
that the Agent and the Lenders handled
such matter in a commercially reasonable
manner.
In the case of any sale by the Agent on behalf of the
Lenders of the Collateral on credit or for future delivery, the
Collateral sold may be retained by the Agent until the selling
price is paid by the purchaser, but neither the Agent nor any
Lender shall incur liability in case of failure of the purchaser
to take up and pay for the Collateral so sold.
In the event that the Agent and the Lenders reasonably
determine that a private sale is not economically practical, and
if in the opinion of the Agent and the Lenders it is necessary or
advisable to have such securities registered under the provisions
of such Act, or any similar law relating to the registration of
securities, the Borrower agrees, at its own expense, to (i)
execute and deliver all such instruments and documents, and do or
cause to be done such other acts and things, as may be necessary
or, in the opinion of the Agent, advisable to register such
securities under the provisions of such Act or any applicable
similar law relating to the registration of securities, and the
Borrower will use its best efforts to cause the registration
statement relating thereto to become effective and to remain
effective for such period as the Agent shall request, and to make
all amendments thereto and/or to the related prospectus which, in
the opinion of the Agent, are necessary or desirable, all in
conformity with the requirements of such Act and the rules and
regulations of the Securities and Exchange Commission applicable
thereto; (ii) use its best efforts to qualify such securities
under state "blue sky" or securities laws, all as reasonably
requested by the Agent; and (iii) at the request of the Agent,
indemnify and hold harmless the Lenders, the Agent, any
underwriters (and any Person controlling any of the foregoing),
and their respective employees, officers, agents, attorneys, and
accountants (collectively, the "Indemnified Parties") from and
against any loss, liability, claim, damage, and expense
(including, without limitation, fees of counsel incurred in
connection therewith) under such Act or otherwise, insofar as
such loss, liability, claim, damage, or expense arises out of or
is based upon any untrue statement or alleged untrue statement of
any material fact furnished by the Borrower contained in any
registration statement under which such securities were
registered under such Act or other securities laws, any
preliminary prospectus or final prospectus contained therein, or
arise out of or are based upon any omission or alleged omission
by the Borrower to state therein a material fact required to be
stated or necessary to make the statements therein not
misleading, such indemnification to remain operative regardless
of any investigation made by or on behalf of any Indemnified
Party; provided, however, that the Borrower shall not be liable
in any case to the extent that any such loss, liability, claim,
damage, or expense arises out of or is based upon an untrue
statement or alleged untrue statement or an omission or an
alleged omission made in reliance upon and in conformity with
written information furnished to the Borrower by an Indemnified
Party specifically for use in such registration statement or
preliminary or final prospectus.
iii. APPLICATION OF PROCEEDS. The Agent shall apply
the proceeds of the Collateral, including the
proceeds of any sales or other disposition of the
Collateral, or any part thereof, under Section 6,
in the following order unless a court of competent
jurisdiction shall otherwise direct:
(a) FIRST, to payment of all reasonable
costs and expenses of the Agent and the
Lenders incurred in connection with the
collection and enforcement of the
Obligations or of the security interest
granted to the Agent and the Lenders
pursuant to this Pledge Agreement,
including all costs and expenses of any
sale pursuant hereto, and of any
judicial or private proceedings in which
such sale may be made, and of all other
expenses, liabilities and advances made
or incurred by the Agent, the Lenders
and the agents and attorneys of each of
them, together with interest at the
Default Rate on such costs, expenses and
liabilities and on all advances made by
the Agent or any Lender from the date
any such cost, expense or liability is
due, owing or unpaid or any such advance
is made, in each case until paid in
full;
(b) (SECOND, for application in accordance
with Section 7.3 of the Borrower
Security Agreement; and
(c) THIRD, the balance, if any, after all of
the Obligations have been satisfied,
shall be remitted to the Borrower.
iv. GOVERNANCE. All rights and remedies available to
the Agent or the Lenders with respect to the
grant, foreclosure and enforcement of the security
interest and lien granted hereby and with respect
to any action permitted hereunder may be exercised
solely by the Agent acting with the concurrence of
the Required Lenders.
g. WAIVERS, AMENDMENTS AND REMEDIES.
No delay or omission of the Agent to exercise any right or
remedy granted under this Pledge Agreement shall impair such
right or remedy or be construed to be a waiver of any Default or
an acquiescence therein, and any single or partial exercise of
any such right or remedy shall not preclude other or further
exercise thereof or the exercise of any other right or remedy,
and no waiver, amendment or other variation of the terms,
conditions or provisions of this Pledge Agreement whatsoever
shall be valid unless in writing signed by the Agent with the
concurrence of the Required Lenders, and then only to the extent
in such writing specifically set forth; provided, however, that
any amendment purporting to release all or any portion of the
Collateral shall be valid only if signed by the Agent with the
concurrence of all of the Lenders. All rights and remedies
contained in this Pledge Agreement or by law afforded shall be
cumulative and all shall be available to the Agent and the
Lenders until the Obligations have been paid in full.
h. GENERAL PROVISIONS.
i. INDEMNITY. The Borrower hereby agrees to assume
liability for, and does hereby agree to indemnify
and keep harmless the Agent and the Lenders, and
their respective successors, assigns, agents and
employees, from and against any and all
liabilities, damages, penalties, suits, costs and
expenses of any kind and nature, imposed on,
incurred by or asserted against the Agent or the
Lenders, or their respective successors, assigns,
agents and employees, in any way relating to or
arising out of any action taken or failure to act
by the Borrower under or in respect of this Pledge
Agreement, provided that no such Person shall be
entitled to indemnification for liabilities,
damages, penalties, suits, costs and expenses
caused by its or their own gross negligence or
willful misconduct.
ii. SECURED PARTY PERFORMANCE OF BORROWER OBLIGATIONS.
Without having any obligation to do so, if a
Default has occurred and is continuing the Agent
may perform or pay any obligation which the
Borrower has agreed to perform or pay in this
Pledge Agreement and the Borrower shall reimburse
the Agent for any amounts paid by the Agent
pursuant to this Section 8.2. The Borrower's
obligation to reimburse the Agent pursuant to the
preceding sentence shall constitute an Obligation
payable on demand.
iii. AUTHORIZATION FOR SECURED PARTY TO TAKE CERTAIN
ACTION. The Borrower irrevocably authorizes the
Agent at any time and from time to time in the
sole discretion of the Agent and appoints the
Agent as its attorney in fact to act on behalf of
the Borrower (i) to execute on behalf of the
Borrower as debtor and to file financing
statements necessary or desirable in the Agent's
sole discretion to perfect and to maintain the
perfection and priority of the Agent's security
interest in the Collateral, (ii) to indorse and
collect any cash proceeds of the Collateral, (iii)
to file a carbon, photographic or other
reproduction of this Pledge Agreement or any
financing statement with respect to the Collateral
as a financing statement in such offices as the
Agent in its sole discretion deems necessary or
desirable to perfect and to maintain the
perfection and priority of the Agent's and the
Lenders' security interest in the Collateral, and
(iv) to apply the proceeds of any Collateral
received by the Agent to the Obligations as
provided in Section 6.3 if a Default has occurred
and is continuing.
iv. SPECIFIC PERFORMANCE OF CERTAIN COVENANTS. The
Borrower acknowledges and agrees that a breach of
any of the covenants contained in Sections 5.1 and
5.3 will cause irreparable injury to the Agent and
the Lenders, that the Agent and Lenders have no
adequate remedy at law in respect of such breaches
and therefore agrees, without limiting the right
of the Agent or the Lenders to seek and obtain
specific performance of other obligations of the
Borrower contained in this Pledge Agreement, that
the covenants of the Borrower contained in the
Sections referred to in this Section 8.4 shall be
specifically enforceable against the Borrower.
v. DEFINITION OF CERTAIN TERMS. Terms defined in the
Illinois Uniform Commercial Code which are not
otherwise defined in this Pledge Agreement are
used in this Pledge Agreement as defined in the
Illinois Commercial Code as in effect on the date
hereof.
vi. BENEFIT OF AGREEMENT. The terms and provisions of
this Pledge Agreement shall be binding upon and
inure to the benefit of the Borrower, the Agent
and the Lenders and their respective successors
and assigns, except that the Borrower shall not
have the right to assign its rights under this
Pledge Agreement or any interest herein, without
the prior written consent of the Agent.
vii. SURVIVAL OF REPRESENTATIONS. All representations
and warranties of the Borrower contained in this
Pledge Agreement shall survive the execution and
delivery of this Pledge Agreement.
viii. TAXES AND EXPENSES. Any taxes (including income
taxes other than taxes on the overall net income
of the Lenders) payable or ruled payable by
Federal or State authority in respect of this
Pledge Agreement shall be paid by the Borrower,
together with interest and penalties, if any. The
Borrower shall reimburse the Agent for any and all
outofpocket expenses and internal charges
(including reasonable attorneys' fees and
reasonable time charges of attorneys and
paralegals who may be employees of the Agent) paid
or incurred by the Agent in connection with the
preparation, execution, delivery, administration,
collection and enforcement of this Pledge
Agreement or in the collection, preservation or
sale of the Collateral.
ix. HEADINGS. The title of and section headings in
this Pledge Agreement are for convenience of
reference only, and shall not govern the
interpretation of any of the terms and provisions
of this Pledge Agreement.
x. TERMINATION. This Pledge Agreement and the Liens
arising hereunder shall (i) become effective as of
the date hereof upon the execution hereof and (ii)
continue in effect (notwithstanding the fact that
from time to time there may be no Obligations
outstanding) until no Obligations or commitments
of the Agent or the Lenders which could give rise
to any Obligations shall be outstanding. Such
delivery shall be without warranty of, or recourse
to, the Agent.
xi. RELEASES; PARTIAL RELEASES. Any cash dividends
received by the Borrower in accordance with the
terms of Section 6.1(a) shall be deemed released
from the Lien of this Pledge Agreement and shall
be held by the Borrower (or any transferee of
Borrower) free and clear of the Lien created by
this Pledge Agreement. Upon termination of this
Pledge Agreement in accordance with the provisions
of Section 8.10, the Agent shall, at the
Borrower's request and expense, execute such
release as the Borrower may reasonably request, in
form and upon terms acceptable to the Agent in all
respects, and shall deliver all certificates
representing the Pledged Stock and other property
held in respect thereof hereunder which is in the
Agent's possession, together with all stock powers
or other instruments of transfer reasonably
required to effect delivery to the Borrower.
xii. ENTIRE AGREEMENT. This Pledge Agreement embodies
the entire agreement and understanding among the
Borrower, the Lenders and the Agent relating to
the Collateral and supersedes all prior agreements
and understandings among the Borrower, the Lenders
and the Agent relating to the Collateral.
xiii. CHOICE OF LAW. THIS PLEDGE AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
(AND NOT THE LAW OF CONFLICTS) OF THE STATE OF
ILLINOIS BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.
xiv. WAIVERS. Except to the extent expressly otherwise
provided herein or in any Loan Document, the
Borrower waives, to the extent permitted by
applicable law, (i) any right to require the Agent
or any Lender to proceed against any other Person,
to exhaust their rights in any other collateral,
or to pursue any other right which the Agent or
any Lender may have, (ii) with respect to the
Obligations, presentment and demand for payment,
protest, notice of protest and nonpayment, and
notice of the intention to accelerate, and (iii)
all rights of marshalling in respect of any and
all of the Collateral.
xv. AGENT APPOINTED ATTORNEY-IN-FACT. The Borrower
hereby irrevocably appoints the Agent as
Borrower's attorney-in-fact, with full authority
in the place and stead of the Borrower and in the
name of the Borrower or otherwise, from time to
time in the Agent's discretion reasonably
exercised, to take any action and to execute any
instrument that the Agent deems reasonably
necessary or advisable to receive, endorse and
collect all instruments made payable to the
Borrower representing any dividend, interest
payment or other distribution in respect of the
Collateral or any part thereof and to give full
discharge for the same, when and to the extent
permitted by this Pledge Agreement.
xvi. SEVERABILITY. The provisions of this Pledge
Agreement are severable and if any clause or
provision hereof shall be held invalid or
unenforceable in whole or in part, then such
invalidity or unenforceability shall attach only
to such clause or provision, or part thereof, and
shall not in any manner affect such clause or
provision in any other jurisdiction or any other
clause or provision in this Pledge Agreement or
any jurisdiction.
i. NOTICES.
i. SENDING NOTICES. Any notice required or permitted
to be given under this Agreement may be, and shall
be deemed, given and sent in accordance with the
provisions of Section 13.1 of the Credit Agreement
when deposited in the United States mail, postage
prepaid, or by telegraph or telex when delivered
to the appropriate office for transmission,
charges prepaid, addressed to the Borrower and the
Agent at the addresses set forth in the Credit
Agreement.
ii. CHANGE IN ADDRESS FOR NOTICES. Each of the
Borrower and the Agent may change the address for
service of notice upon it by a notice in writing
to the other party.
iii. COUNTERPARTS. This Pledge Agreement may be
executed in any number of counterparts, all of
which taken together shall constitute one
agreement, and any of the parties hereto may
execute this Pledge Agreement by signing any such
counterpart. This Pledge Agreement shall be
effective when it has been executed by the
Borrower and the Agent.
j. THE AGENT.
The First National Bank of Chicago has been appointed Agent
hereunder pursuant to Article X of the Credit Agreement, and the
Agent has agreed to act (and any successor Agent shall act) as
such only upon the express conditions contained in such Article
X. Any successor Agent appointed pursuant to Article X of the
Credit Agreement shall be entitled to all the rights, interests
and benefits of the Agent hereunder.
IN WITNESS WHEREOF, the undersigned have executed this Stock
Pledge Agreement as of the date first above written.
XXXXXXX'X SPORTING GOODS
COMPANY, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Chief Financial Officer
THE FIRST NATIONAL BANK OF
CHICAGO, as Agent
By: /s/ Xxxxxx Block
Name: Xxxxxx Block
Title: First Vice President
STATE OF )
) SS:
COUNTY OF )
The foregoing Stock Pledge Agreement was executed and
acknowledged before me this _____ day of _________, ____ by
_______________, personally known to me to be the
________________ of ____________________, a ____________________,
corporation, on behalf of such corporation.
NOTARY PUBLIC
My Commission Expires:
(SEAL)
