EXHIBIT 10.22
GUARANTY
1. In consideration of the financial accommodations extended by THE SPORTS
AUTHORITY, INC., a Delaware corporation with its principal office at 0000 Xxxxx
Xxxxx Xxxx 0, Xxxx Xxxxxxxxxx, Xxxxxxx 00000, U.S.A., and THE SPORTS AUTHORITY
MICHIGAN, INC. a Michigan corporation with its principal office at 000 Xxxxx
Xxxxxxxxxx, Xxxxx 000, Xxxxx Xxx, Xxxxxxxx 00000, U.S.A. (collectively, "TSA"),
to MEGA SPORTS CO., LTD., a Japan corporation with its principal office at
Adachi Building, 0-00-0, Xxxxxxxxxx Xxxxxxxxxxx, Xxxx-Xx, Xxxxx 000, Xxxxx
("Mega") under a certain AMENDED AND RESTATED LICENSE AGREEMENT dated March 26,
1999 between TSA and Mega, the undersigned JUSCO Co., Ltd., a Japan corporation
with its principal office at 0-0-0 Xxxxxx, Xxxxxx-xx, Xxxxx-Xxx, Xxxxx, 261
Japan ("JUSCO") hereby guarantees performance by Mega of its financial
obligations to TSA under the said AMENDED AND RESTATED LICENSE AGREEMENT,
including the timely payment of "Royalties" (hereinafter, the "Indebtedness").
2. To invoke this Guaranty with respect to any Indebtedness for which payment
from Mega to TSA is overdue, TSA shall notify JUSCO as set forth in Paragraph 9
below. XXXXX shall pay the overdue Indebtedness in full within ten (10) business
days of receipt of such notice. JUSCO's payment shall be made without regard to,
and JUSCO hereby waives: (a) any notice, demand, or action by TSA with respect
to any default in payment of all or any part of the Indebtedness and with
respect to any default by Mega under the AMENDED AND RESTATED LICENSE AGREEMENT
or by JUSCO under this Guaranty; and (b) any requirement that TSA sue Mega or
any other person obligated with respect to all or any part of the Indebtedness.
Further, JUSCO waives any and all defenses, claims, and discharges of Mega with
respect to the Indebtedness, except the defense of discharge by payment.
3. If this Guaranty is terminated as set forth in Paragraph 6 below, it shall
nevertheless continue in effect as to all Indebtedness incurred, arising, or
committed for before such termination, including any extensions, renewals, or
modifications of such Indebtedness made after the termination.
4. The validity and enforceability of this Guaranty shall not be impaired or
affected by any act or omission of TSA with respect to all or part of the
Indebtedness or any agreement relating to it, or with respect to any present or
future Guaranty or other security for all or part of the Indebtedness.
5. The liability of JUSCO is joint and several with Mega and independent of any
other guaranties or obligations at any time in effect with respect to all or any
part of the Indebtedness and may be enforced regardless of the existence,
validity, enforcement, or nonenforcement of any such other guaranties or other
obligations.
6. Provided that the existing Indebtedness is paid in full to date, this
Guaranty shall terminate as to all future Indebtedness:
(a) on the first day of the month immediately following a fiscal year
of Mega in which the audited year-end financial statements of Mega show
Mega's net equity to exceed zero. However, this Guaranty shall revive
and be renewed as to all future and existing Indebtedness when on the
first day of the month immediately following a fiscal year of
Mega in which the audited year-end financial statements of Mega show
Mega's net equity to be less than zero; or
(b) on the first day of the month following a month in which a closing
has taken place and all Board of Directors and shareholder approvals
have been obtained and made of record concerning TSA's purchase of any
shares of Mega from JUSCO. This provision shall not apply to any
purchases of shares of Mega by TSA from Mega.
This Guaranty shall survive termination of the AMENDED AND RESTATED LICENSE
AGREEMENT and/or the AMENDED AND RESTATED JOINT VENTURE AGREEMENT and until such
time as Mega has paid TSA all financial obligations as defined herein.
7. JUSCO warrants and represents to TSA that: (a) the execution, delivery, and
performance of this Guaranty by JUSCO shall not violate any law, rule, judgment,
order, agreement, or instrument binding upon JUSCO, nor require the approval of
any public authority or other third party; and (b) this Guaranty constitutes the
valid and binding obligation of JUSCO, enforceable in accordance with its terms.
8. If any payment applied by TSA to the Indebtedness is set aside, recovered,
rescinded, or required to be returned for any reason (including without
limitation the bankruptcy, insolvency, or reorganization of Mega), the
Indebtedness to which the payment was applied shall for the purposes of this
Guaranty be deemed to have continued in existence, notwithstanding the
application, and this Guaranty shall be enforceable as to that Indebtedness as
fully as if TSA had not made the application.
9. Any notice or request with respect to this Guaranty shall be in writing and
shall be delivered personally, by registered mail, or by airborne express
courier, in each such case directed by each Party to the other, with evidence of
transmission, to its respective address(es) as follows:
IF TO JUSCO: Jusco Co. Ltd. Tel: 000-00-00-000-0000
1-5-1, 1 Chome Fax: 000-00-00-000-0000
Nakase, Mihama-Ku
Chiba-Shi, Chiba 261, Japan
Attn: GENERAL MANAGER INTERNATIONAL DEPARTMENT
AND TO: Mega Sports Co., Ltd. Tel: 000-00-0-0000-0000
Adachi Building Fax: 000-00-0-0000-0000
1. , Nihonbashi Kakigaracho
Chuo-Ku, Tokyo 103 JAPAN
Attn: PRESIDENT
IF TO TSA: The Sports Authority, Inc. Tel: (000) 000-0000
0000 Xxxxx Xxxxx Xxxx 7 Fax: (000) 000-0000
Fort Lauderdale, Florida 33319 U.S.A.
Attn: PRESIDENT AND CHIEF EXECUTIVE OFFICER
AND TO: The Sports Authority Michigan, Inc. Tel: (000) 000-0000
000 Xxxxx Xxxxxxxxxx, Xxxxx 000 Fax: (000) 000-0000
Royal Oak, Michigan, 48067 U.S.A.
Attn: GENERAL COUNSEL
10. This Guaranty shall be governed by and interpreted in accordance with the
laws of Japan, without giving effect to conflict-of-laws principles.
11. This Guaranty embodies the entire agreement between XXXXX and TSA with
respect to the subject matter of this agreement. There are no promises, terms,
conditions, or obligations other than those contained in this agreement. This
Guaranty may not be modified except by a writing signed by the party to be
charged.
12. This Guaranty shall be binding upon and inure to the benefit of TSA and
XXXXX and their respective heirs, executors, administrators, legal
representatives, successors, and permitted assigns.
13. The obligations of JUSCO under this Guaranty are personal in nature and may
not be assigned by XXXXX without the express written consent of TSA.
Dated: ______________________ JUSCO CO., LTD.
By:_________________________
Its:_________________________
Dated: ______________________ THE SPORTS AUTHORITY, INC.
By:_________________________
Its:_________________________
Dated: ______________________ THE SPORTS AUTHORITY MICHIGAN, INC.
By:_________________________
Its: _________________________
