EXHIBIT 24
AMENDMENT NO. 2
TO STOCKHOLDERS' AGREEMENT
This Amendment No. 2 dated as of December 11, 1998 to Stockholders'
Agreement dated as of August 14, 1998 amended and restated as of June 26, 1997
and amended as of March 2, 1998, by and among Xxxxxx Xxxxxxxxxxx, as voting
trustee (the "Voting Trustee") under the Voting Trust Agreement dated as of
May 29, 1991, by and among Xxxxxxx Sports Inc., a Delaware corporation (the
"Company"), and all of the stockholders of the Company listed on Schedule A
thereto (the "Voting Trust Agreement"), Lenny Corp., a Delaware corporation,
Xxxxxxx Xxxxxxxx P.C. Defined Pension Benefit Plan ("Benefit Plan"), Xxxxxx
Xxxxxxxxxxx ("Nederlander"), Xxxxxxx Xxxxxxxx ("Toboroff"), Xxxxx Xxxxx
("Xxxxx"), R.E.R. Corporation, a Michigan corporation ("R.E.R."), Xxxxxx
Holdings, Inc., a Delaware corporation ("RHI"), JEMC Corp., a Delaware
corporation ("JEMC"), Xxxx XxXxxxxxxxx, Xx., Xxx Xxxxxxx ("Xxxxxxx") and
Xxxxxxx X.Xxxx (the "Executive") (RHI, Lenny Corp., Benefit Plan, Toboroff,
Nederlander, McConnaughy, Mauer, Cougill, R.E.R, JEMC and the Executive are
referred to as the "Stockholders").
WHEREAS, Xxxxxxx, as a party to the Stockholders' Agreement, is bound by
its voting and other restrictions.
WHEREAS, Xx. Xxxxxxx has resigned from his positions with the Company
effective December 11, 1998.
WHEREAS, the parties have determined that it is no longer appropriate to
impose voting and other restrictions on the shares of Common Stock of Xxxxxxx
Sports Inc. owned by Xxxxxxx, and the parties agree that Xxxxxxx should no
longer be a party to the Stockholders' Agreement.
NOW THEREFORE, in consideration of the foregoing and mutual agreement
hereinafter contained, the parties hereto agree as follows:
1. Xxxxxxx is no longer a party to the Stockholders' Agreement.
2. Section A. Definition of "Stockholders." The definition of the term
"Stockholders in the Stockholders' Agreement, as set forth in the first
paragraph thereof, is hereby amended to delete Xxxxxxx as one of the
Stockholders, and is restated in its entirety as follows:
"STOCKHOLDERS' AGREEMENT dated as of August 14, 1998 as amended and
restated on June 26, 1997 and March 2, 1998, by and among Xxxxxx
Xxxxxxxxxxx, as voting trustee (the "Voting Trustee") under the Voting
Trust Agreement dated as of May 29, 1991, by and among Xxxxxxx Sports
Inc., a Delaware corporation (the "Company"), and all of the
stockholders of the Company listed on Schedule A thereto (the "Voting
Trust Agreement"), Xxxxxx Xxxxxxxxxxx, Lenny Corp., a Delaware
corporation, Xxxxxxx Xxxxxxxx P.C. Defined Pension Benefit Plan
("Benefit Plan"), Xxxxxxx Xxxxxxxx ("Toboroff"), Xxxxx Xxxxx ("Xxxxx"),
Xxxxxx Holdings, Inc., a Delaware corporation ("RHI") R.E.R.
Corporation, a Michigan corporation ("R.E.R"), JEMC Corp., a Delaware
corporation ("JEMC"), Xxxx XxXxxxxxxxx, Xx., and Xxxxxxx X.Xxxx (the
"Executive") (RHI, Lenny Corp., Benefit Plan, Toboroff, Nederlander,
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McConnaughy, Mauer, and R.E.R., JEMC and the Executive are referred to
as the "Stockholders").
3. Except as amended hereby, Stockholders' Agreement remains in full force
and effect.
4. This Amendment may be executed in counterparts, each of which shall be
deemed an original, but all of the together shall constitute one and the
same instrument.
5. IN WITNESS WHEREOF, this Amendment has been fully executed and delivered
as of the date first written above.
/s/ XXXXXX XXXXXXXXXXX
Xxxxxx Xxxxxxxxxxx, as Voting Trustee
XXXXXX HOLDINGS, INC.
BY: /s/ XXXXXX XXXXXXXXXXX
Name Xxxxxx Xxxxxxxxxxx
Title President
R.E.R. CORP.
BY: /s/ XXXXXX XXXXXXXXXXX
Name Xxxxxx Xxxxxxxxxxx
Title President
LENNY CORP.
BY: /s/ XXXXXXX XXXXXXXX
Name Xxxxxxx Xxxxxxxx
Title President
XXXXXXX XXXXXXXX, P.C., DEFINED PENSION
BENEFIT PLAN
BY: /s/ XXXXXXX XXXXXXXX
Name Xxxxxxx Xxxxxxxx
Title President
JEMC CORP.
BY: /s/ XXXX XXXXXXXXXXX, XX.
Name Xxxx XxXxxxxxxxx, Xx.
Title President
/s/ XXXXX XXXXX
Xxxxx Xxxxx, in his individual capacity
/s/ XXX XXXXXXX
Xxx Xxxxxxx, in his individual capacity
/s/ XXXXXXX X. XXXX
Xxxxxxx X. Xxxx, in his individual
capacity
/s/ XXXXXX XXXXXXXXXXX
Xxxxxx Xxxxxxxxxxx, in his individual
capacity
/s/ XXXXXXX XXXXXXXX
Xxxxxxx Xxxxxxxx, in his individual
capacity
/s/ XXXX XXXXXXXXXXX, XX.
Xxxx XxXxxxxxxxx, Xx., in his individual
capacity
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