Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), by and between Merck & Co., Inc., a New ---------------- Jersey corporation ("Parent"), PV Acquisition Corp., a Delaware corporation and...Shopko Stores Inc • May 11th, 2000 • Retail-variety stores
FLEET NATIONAL BANK, AS ISSUER,Loan and Security Agreement • September 16th, 2003 • Shopko Stores Inc • Retail-variety stores • New York
EXECUTION COPY AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 8th, 2005 • Shopko Stores Inc • Retail-variety stores • Delaware
EXHIBIT 2.1 ----------- AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 11th, 2000 • Shopko Stores Inc • Retail-variety stores • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • October 25th, 2005 • Shopko Stores Inc • Retail-variety stores
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as an Exhibit (the "Schedule 13D"), and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts.
EXHIBIT 10.1Rights Agreement • April 8th, 2005 • Shopko Stores Inc • Retail-variety stores • Wisconsin
RECITALSStock Purchase Agreement • October 16th, 1996 • Shopko Stores Inc • Retail-variety stores • Delaware
RECITALS The Company wishes to employ Executive as the President and Chief Operating Officer of the ShopKo division and Executive wishes to accept such position in accordance with the terms and provisions contained herein.Employment Agreement • June 19th, 2001 • Shopko Stores Inc • Retail-variety stores • Wisconsin
Underwriting Agreement (U.S. Version) ____________, 1997 Goldman, Sachs & Co. Salomon Brothers Inc Merrill Lynch, Pierce, Fenner & Smith Incorporated As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co.,...Shopko Stores Inc • May 7th, 1997 • Retail-variety stores • New York
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is entered into as of the 9th day of April, 2002 by and between SHOPKO STORES, INC., a Wisconsin corporation (the "Company"), and JEFFREY C. GIRARD (the "Executive").Employment Agreement • June 18th, 2002 • Shopko Stores Inc • Retail-variety stores • Wisconsin
EXHIBIT 10.1 ------------ STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT (this "Agreement") dated as of May 4, 2000 among ShopKo Stores, Inc., a Wisconsin corporation, SKO Holdings, Inc. a Delaware corporation and a wholly owned subsidiary of ShopKo...Stockholder Agreement • May 11th, 2000 • Shopko Stores Inc • Retail-variety stores • Delaware
SHOPKO STORES, INC. (a Wisconsin corporation) 3,500,000 Shares of Common Stock PURCHASE AGREEMENT ------------------ Dated: July , 1999 ----Purchase Agreement • July 13th, 1999 • Shopko Stores Inc • Retail-variety stores • New York
STOCK OPTION AGREEMENTAgreement • September 10th, 2004 • Shopko Stores Inc • Retail-variety stores
RECITALS OF THE COMPANY Upon the merger of ShopKo Stores, Inc., a corporation duly organized and existing under the laws of the state of Minnesota (the "Predecessor"), with and into the Company, the Company and the Trustee shall be parties to an...First Supplemental Indenture • May 22nd, 1998 • Shopko Stores Inc • Retail-variety stores • New York
SHOPKO STORES, INC. (a Wisconsin corporation) ____% Senior Notes due ________ PURCHASE AGREEMENT Dated: August ____, 1999Purchase Agreement • August 19th, 1999 • Shopko Stores Inc • Retail-variety stores • New York
RECITALSEmployment Agreement • December 17th, 2002 • Shopko Stores Inc • Retail-variety stores • Wisconsin
AMONGCredit Agreement • July 28th, 1997 • Shopko Stores Inc • Retail-variety stores • New York
EXHIBIT 10.2 April 30, 2002 Mr. William J. Podany 332 Iroquois Avenue Green Bay, WI 54301 Dear Bill: This letter agreement is intended to reflect our agreement concerning your termination of employment with ShopKo Stores, Inc. (the "Company") and all...Shopko Stores Inc • June 18th, 2002 • Retail-variety stores
SHOPKO STORES, INC. 700 PILGRIM WAY P.O. BOX 19060 GREEN BAY, WISCONSIN 54307-9060 May 15, 2001Shopko Stores Inc • September 18th, 2001 • Retail-variety stores • Wisconsin
EXHIBIT 10.19 - FORM OF CHANGE OF CONTROL SEVERANCE AGREEMENT CHANGE OF CONTROL SEVERANCE AGREEMENT AGREEMENT by and between SHOPKO STORES, INC., a Wisconsin corporation (the "Company"), and _______________________________ (the "Executive"), on this...Control Severance Agreement • April 29th, 2002 • Shopko Stores Inc • Retail-variety stores • Wisconsin
EXHIBIT 10.23 INDEPENDENT CONTRACTOR AGREEMENT THIS INDEPENDENT CONTRACTOR AGREEMENT ("Agreement") is entered into as of this 30th day of January, 2000, by and between SHOPKO STORES, INC., a Wisconsin corporation, having its principal place of...Independent Contractor Agreement • April 28th, 2000 • Shopko Stores Inc • Retail-variety stores • Wisconsin
W I T N E S S E T H :Credit Agreement • October 7th, 1996 • Shopko Stores Inc • Retail-variety stores • New York
RECITALSTax Matters Agreement • May 11th, 2000 • Shopko Stores Inc • Retail-variety stores • Wisconsin
FLEET NATIONAL BANK, AS ISSUER,Loan and Security Agreement • May 4th, 2001 • Shopko Stores Inc • Retail-variety stores • New York
EXHIBIT 10.1 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT, is made as of May 22, 1998 by and between ShopKo Stores, Inc., a Wisconsin corporation (the "Company"), and Richard D. Schepp ("Indemnitee"). WHEREAS, Indemnitee is a member of the...Indemnification Agreement • September 14th, 1998 • Shopko Stores Inc • Retail-variety stores • Wisconsin
Exhibit 10.3 RESTRICTED STOCK AGREEMENT THIS AGREEMENT, entered into as of the Agreement Date (as defined in paragraph 1), by and between the Participant and ShopKo Stores, Inc. (the "Company"); WITNESSETH THAT: WHEREAS, the Company maintains the...Restricted Stock Agreement • September 10th, 2004 • Shopko Stores Inc • Retail-variety stores
EXHIBIT 5 --------- JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which...Joint Filing Agreement • August 25th, 2005 • Shopko Stores Inc • Retail-variety stores
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as an Exhibit (the "Schedule 13D"), and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts.
Exhibit (c)(2) STOCKHOLDER AND PURCHASE AGREEMENT ---------------------------------- STOCKHOLDER AND PURCHASE AGREEMENT (this "Agreement"), dated as of May 10, 1999, among ShopKo Stores, Inc., a Wisconsin corporation ("Parent"), ShopKo Merger Corp., a...Stockholder and Purchase Agreement • May 17th, 1999 • Shopko Stores Inc • Retail-variety stores • Delaware
AMENDMENT TO STOCK BUYBACK AND SECONDARY OFFERING AGREEMENT ----------------------------Stock Buyback and Secondary Offering Agreement • June 10th, 1997 • Shopko Stores Inc • Retail-variety stores
This Amendment shall be effective upon the receipt by SK of signed Resignations in the forms attached as Attachments I and II.
Exhibit 1.2 Shopko Stores, Inc. Common Stock (Par Value $.01 Per Share) Underwriting Agreement (International Version)Underwriting Agreement • May 7th, 1997 • Shopko Stores Inc • Retail-variety stores • New York
Second Amendment to Agreement and Plan of Merger ("Second Amendment")Shopko Stores Inc • September 29th, 2005 • Retail-variety stores
We refer to the Agreement and Plan of Merger by and among Badger Retail Holding, Inc., Badger Acquisition Corp. and ShopKo Stores, Inc. dated as of April 7, 2005, as amended by the First Amendment thereto, dated September 9, 2005 (as so amended, the "Merger Agreement"). The parties to the Merger Agreement wish to amend the Merger Agreement on the terms set forth herein, and to clarify certain matters with respect to the transactions contemplated in the Merger Agreement. All capitalized terms used in this Second Amendment and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
THIRD AMENDMENT TO RIGHTS AGREEMENTRights Agreement • October 20th, 2005 • Shopko Stores Inc • Retail-variety stores • Wisconsin
This Third Amendment, dated as of October 18, 2005 (this “Amendment”), to the Rights Agreement, dated as of July 3, 1992, as amended and restated as of September 24, 1997 and further amended as of May 22, 1998 and April 7, 2005 (the “Rights Agreement”), is made between ShopKo Stores, Inc., a Wisconsin corporation (the “Company”), and Wells Fargo Bank, N.A., as successor to Norwest Bank Minnesota, National Association, a national banking association (the “Rights Agent”). Capitalized terms not otherwise defined herein have the meaning given to such terms in the Rights Agreement.
RE: First Amendment to Agreement and Plan of Merger (“Amendment”)Shopko Stores Inc • September 9th, 2005 • Retail-variety stores
We refer to the Agreement and Plan of Merger (the “Merger Agreement”) by and among Badger Retail Holding, Inc. (“Parent”), Badger Acquisition Corp. (“Acquisition Sub”) and ShopKo Stores, Inc. (the “Company”) dated as of April 7, 2005. The parties to the Merger Agreement wish to amend the Merger Agreement on the terms set forth herein, and to clarify certain matters with respect to the transactions contemplated in the Merger Agreement. All capitalized terms used in this Amendment and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 20th, 2005 • Shopko Stores Inc • Retail-variety stores
This AMENDMENT NO. 1 ("Amendment No. 1") to the Agreement and Plan of Merger dated as of October 18, 2005 (the "Merger Agreement"), is made as of October 18, 2005, by and among SKO Group Holding Corp. ("Parent"), SKO Acquisition Corp. ("Acquisition Sub") and ShopKo Stores, Inc. (the "Company").
BADGER RETAIL HOLDING, INC.Shopko Stores Inc • September 29th, 2005 • Retail-variety stores
In connection with the willingness of Levco Alternative Fund, Ltd., Purchase Associates L.P., Purchase Associates II, L.P., Alvarado Capital Partners, L.P., Levco GP, Inc., John A. Levin & Co., Inc. and BKF Capital Group, Inc. (each a “Levco Shareholder” and collectively the "Levco Shareholders") to enter into that certain voting agreement with Badger Retail Holding, Inc. ("Badger") and Badger Acquisition Corp. ("Acquisition"), dated as of September 29, 2005 (the "Voting Agreement"), Badger and Acquisition have agreed to enter into this letter agreement and to take certain actions following the consummation of the merger (the "Merger") of Acquisition with and into ShopKo Stores, Inc. (the "Company"), pursuant to the terms of the Agreement and Plan of Merger by and among Badger, Acquisition and the Company, dated as of April 7, 2005 (as amended, the "Merger Agreement").
