AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 13, 2006 AMONG GOLF GALAXY, INC. YANKEES ACQUISITION CORP. AND DICK’S SPORTING GOODS, INC.Merger Agreement • November 22nd, 2006 • Dicks Sporting Goods Inc • Retail-miscellaneous shopping goods stores • Minnesota
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of November 13, 2006, by and among Dick’s Sporting Goods, Inc., a Delaware corporation (the “Parent”), Yankees Acquisition Corp., a Minnesota corporation and wholly-owned subsidiary of Parent (the “Subsidiary”), and Golf Galaxy, Inc., a Minnesota corporation (the “Company” and where the context requires, the “Company” means the Company and its consolidated subsidiaries) (the Subsidiary and the Company sometimes being referred to hereinafter as the “Constituent Corporations”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 22nd, 2006 • Dicks Sporting Goods Inc • Retail-miscellaneous shopping goods stores • New York
FIRST AMENDMENT, dated as of November 9, 2006, to the Second Amended and Restated Credit Agreement referred to below (this “Amendment”) among DICK’S SPORTING GOODS, INC., a Delaware corporation (“Borrower”), the lenders party hereto (“Lenders”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as agent for the Lenders (in such capacity, “Agent”).
VOTING AGREEMENTVoting Agreement • November 22nd, 2006 • Dicks Sporting Goods Inc • Retail-miscellaneous shopping goods stores • Minnesota
VOTING AGREEMENT, dated as of November 13, 2006 (this “Agreement”), by and between DICK’S SPORTING GOODS, INC., a Delaware corporation (“Parent”), YANKEES ACQUISITION CORP., a Minnesota corporation and wholly owned subsidiary of Parent (“Subsidiary”) and certain shareholders of GOLF GALAXY, INC., a Minnesota corporation (the “Company”), each identified as a signatory hereto (each a “Shareholder” and collectively, the “Shareholders”).
