EXHIBIT 10.23
AGREEMENT
In accordance with the AMENDED AND RESTATED JOINT VENTURE AGREEMENT
dated as of March 12, 1999, entered into between the undersigned parties, the
parties hereby agree: (i) to amend Articles 13, 15 and 27 of the Articles of
Incorporation of Mega Sports Co., Ltd. (the "Company") to read in full as set
forth below in English translation: (ii) to instruct the Company's counsel to
prepare the Japanese language amendment and minutes approving same; and (iii) to
maintain a copy of the Articles of Incorporation, as amended, at its corporate
offices:
"ARTICLE 13. (Resolutions)
1. Unless otherwise provided by provisions of law or these Articles,
resolutions of a general meeting of shareholders shall be adopted by a majority
of votes cast at a meeting at which shareholders holding a majority of the
issued and outstanding shares are present or represented by proxy.
2. The following actions of the Company or any subsidiary shall require
the unanimous affirmative vote of all of the issued and outstanding shares
represented at a meeting of shareholders at which all of the shares are
represented in person or by proxy.
(i) Any amendment to these Articles of Incorporation to modify
Article 1, Article 2, Article 5, Article 8, Article 10 or
Article 13 hereof.
(ii) The transfer of greater than 50% of the entire business of the
Company.
(iii) The transfer of greater than 50% of the assets of the Company.
(iv) The amalgamation or merger of the Company.
(v) A reduction of paid in capital including the manner in which
the reduction is carried out.
(vi) The dissolution of the Company.
(vii) The issuance of new shares at favorable prices to persons
other than existing shareholders and in accordance with the
terms of Article 10.
(viii) Any issuance of preferred stock or options or warrants with
respect thereto or securities convertible into preferred
stock, or any split, combination or
reclassification, or redemption or purchase by the Company, of
shares or other securities (including options and warrants),
to the extent that existing shareholders have not been given
an opportunity to participate in such transactions PRO RATA in
accordance with their shareholdings.
ARTICLE 15. (Number of Directors and Statutory Auditors)
The Company shall have not less than five (5) directors and one (1) or
more statutory auditors.
Article 27. (Cause of Dissolution)
[THIS ARTICLE 27 SHALL BE DELETED, AND SUCCEEDING ARTICLES 28-31 SHALL
BE RE-NUMBERED ACCORDINGLY.]"
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
12th day of March, 1999.
JUSCO CO., LTD. THE SPORTS AUTHORITY, INC.
By: _______________________ By: __________________________
Its: ______________________ Its: _________________________
