RECITALConsulting Agreement • January 13th, 1998 • Gart Sports Co • Retail-miscellaneous shopping goods stores • Colorado
EXHIBIT 7.4 VOTING AGREEMENT THIS VOTING AGREEMENT (this "Agreement") is entered into as of February 21, 2001, by and among Gart Sports Company, a Delaware corporation ("Gart"), GSC Acquisition Corp., a Delaware corporation ("MergerSub"), and the...Voting Agreement • March 5th, 2001 • Gart Sports Co • Retail-miscellaneous shopping goods stores • Delaware
RECITALS --------Registration Rights Agreement • March 1st, 2001 • Gart Sports Co • Retail-miscellaneous shopping goods stores • Delaware
RECITALSLease • April 20th, 2000 • Gart Sports Co • Retail-miscellaneous shopping goods stores
Exhibit 10.37 INDEMNIFICATION AGREEMENT ------------------------- THIS INDEMNIFICATION AGREEMENT ("Agreement") is entered into as of February 21, 2001, by and between Gart Sports Company, a Delaware corporation ("Gart"), and the individual reflected...Indemnification Agreement • April 17th, 2001 • Gart Sports Co • Retail-miscellaneous shopping goods stores • California
RECITALSRegistration Rights Agreement • December 16th, 1997 • Gart Sports Co • Retail-miscellaneous shopping goods stores • Delaware
EXHIBIT 10.7 This Form of Severance Agreement represents the form of severance agreement entered into between the Registrant, Gart Sports Company, and its executive officers. This Form of Severance Agreement indicates in bracketed language the...Gart Sports Co • April 29th, 1999 • Retail-miscellaneous shopping goods stores • Colorado
RECITALSRegistration Rights Agreement • January 13th, 1998 • Gart Sports Co • Retail-miscellaneous shopping goods stores • Delaware
Exhibit 99.5 PARENT STOCK PLEDGE AGREEMENT THIS PARENT STOCK PLEDGE AGREEMENT (this "Agreement"), dated as of June 7, 2001, is entered into between GART SPORTS COMPANY, a Delaware corporation ("Pledgor"), and THE CIT GROUP/BUSINESS CREDIT, INC., a New...Stock Pledge Agreement • June 18th, 2001 • Gart Sports Co • Retail-miscellaneous shopping goods stores • California
2 3 Affiliates (collectively, the "Indemnified Parties"), to the fullest extent permitted by law, from and against any and all losses, claims, damages and liabilities, joint or several, to which any Indemnified Party may become subject, caused by,...Management Services Agreement • December 16th, 1997 • Gart Sports Co • Retail-miscellaneous shopping goods stores • California
BY AND AMONGAgreement and Plan of Merger • January 23rd, 2006 • Sports Authority Inc /De/ • Retail-miscellaneous shopping goods stores • Delaware
1 EXHIBIT 10.11 TAX SHARING AGREEMENT THIS TAX SHARING AGREEMENT ("Agreement") is entered into as of the 25th day of September, 1992, among TCH Corporation, a Delaware corporation, and its direct and indirect corporate subsidiaries listed on the...Tax Sharing Agreement • December 16th, 1997 • Gart Sports Co • Retail-miscellaneous shopping goods stores • California
EXHIBIT 99.2 VOTING AGREEMENT THIS VOTING AGREEMENT (this "Agreement") is entered into as of February 21, 2001, by and among Gart Sports Company, a Delaware corporation ("Gart"), GSC Acquisition Corp., a Delaware corporation ("MergerSub"), and the...Voting Agreement • March 1st, 2001 • Gart Sports Co • Retail-miscellaneous shopping goods stores • Delaware
EXHIBIT 7.3 VOTING AGREEMENT THIS VOTING AGREEMENT (this "Agreement") is entered into as of February 21, 2001, by and among Gart Sports Company, a Delaware corporation ("Gart"), GSC Acquisition Corp., a Delaware corporation ("MergerSub"), and the...Voting Agreement • March 5th, 2001 • Gart Sports Co • Retail-miscellaneous shopping goods stores • Delaware
RECITALConsulting Agreement • December 16th, 1997 • Gart Sports Co • Retail-miscellaneous shopping goods stores • Colorado
EXHIBIT 99.1 VOTING AGREEMENT THIS VOTING AGREEMENT (this "Agreement") is entered into as of February 21, 2001, by and among Gart Sports Company, a Delaware corporation ("Gart"), GSC Acquisition Corp., a Delaware corporation ("MergerSub"), and the...Voting Agreement • March 1st, 2001 • Gart Sports Co • Retail-miscellaneous shopping goods stores • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • April 14th, 2005 • Sports Authority Inc /De/ • Retail-miscellaneous shopping goods stores • Delaware
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and between The Sports Authority, Inc., a Delaware corporation previously known as Gart Sports Company (the "Company"), and Thomas Hendrickson (the "Executive") and shall be effective as of the "Effective Time," as defined in the written Agreement and Plan of Merger, dated as of February 19, 2003, by and among the Company, Gold Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company, and The Sports Authority, Inc. ("TSA") (the "Merger Agreement").
Borrowers" shall mean Gart, Sportmart, Oshman's and the Subsidiaries of Oshman's signatories to the Financing Agreement (but no other Subsidiaries of Gart, Sportmart, or Oshman's), and "Borrower" shall mean any one of them. --------General Continuing Guaranty • June 18th, 2001 • Gart Sports Co • Retail-miscellaneous shopping goods stores • California
Exhibit 99.2 AMENDED AND RESTATED -------------------- FINANCING AGREEMENT ------------------- by and among THE LENDERS THAT ARE SIGNATORIES HERETO GART BROS. SPORTING GOODS COMPANY, SPORTMART, INC., OSHMAN'S SPORTING GOODS, INC.Financing Agreement • June 18th, 2001 • Gart Sports Co • Retail-miscellaneous shopping goods stores • California
UNDERWRITING AGREEMENTUnderwriting Agreement • May 22nd, 2002 • Gart Sports Co • Retail-miscellaneous shopping goods stores • New York
BANC OF AMERICA SECURITIES LLC MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED U.S. BANCORP PIPER JAFFRAY INC. STEPHENS INC. SUNTRUST CAPITAL MARKETS, INC. As Representatives of the several Underwriters c/o BANC OF AMERICA SECURITIES LLC 600 Montgomery Street San Francisco, California 94111
OPTION ASSUMPTION, CONTRIBUTION AND SUBSCRIPTION AGREEMENTOption Assumption, Contribution and Subscription Agreement • February 15th, 2006 • Sports Authority Inc /De/ • Retail-miscellaneous shopping goods stores • Delaware
This OPTION ASSUMPTION, CONTRIBUTION AND SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of January 22, 2006, is entered into by and between Nesa E. Hassanein, an individual (the “Investor”), and Slap Shot Holdings Corp., a Delaware corporation (“Parent”).
Exhibit 10.36 CONSULTING AND NON-COMPETITION AGREEMENT This Consulting and Non- Competition Agreement (this "Agreement") between Marilyn Oshman ("Consultant") and Gart Bros. Sporting Goods Company (the "Company") is hereby made as of _________ ____,...Consulting and Non-Competition Agreement • April 17th, 2001 • Gart Sports Co • Retail-miscellaneous shopping goods stores • Colorado
1 EXHIBIT 10.13 INDEMNIFICATION AND REIMBURSEMENT AGREEMENT INDEMNIFICATION AND REIMBURSEMENT AGREEMENT, dated as of April 20, 1994 (the "Agreement"), by and among MC Sports Company, a Delaware corporation ("MC"), Michigan Sporting Goods Distributors,...Indemnification and Reimbursement Agreement • December 16th, 1997 • Gart Sports Co • Retail-miscellaneous shopping goods stores • California
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 14th, 2005 • Sports Authority Inc /De/ • Retail-miscellaneous shopping goods stores • Delaware
INDEMNIFICATION AGREEMENT (this "Agreement"), dated as of March 1, 2004, between The Sports Authority, Inc., a Delaware corporation (the "Company") and the undersigned ("Indemnitee").
1 EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made as of this ___ day of _________, 199_, by and between Gart Sports Company, a Delaware corporation (the "Company"), and Green Equity Investors,...Registration Rights Agreement • December 16th, 1997 • Gart Sports Co • Retail-miscellaneous shopping goods stores • Colorado
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • February 15th, 2006 • Sports Authority Inc /De/ • Retail-miscellaneous shopping goods stores • Delaware
This Amendment No. 1 (this “Amendment”) to that certain Employment Agreement, dated as of August 4, 2003 (the “Agreement”), by and between The Sports Authority, Inc., a Delaware corporation (the “Company”) and John Douglas Morton (“Executive”) is entered into as of this 22nd day of January, by and between Executive and SAS Acquisition Corp., a Delaware corporation (“Merger Sub”), and shall be effective upon consummation of the Merger (as defined below), provided, however, if the Merger Agreement (as defined below) is terminated and the Merger (as defined below) is not consummated, this Amendment shall be void and shall have no further force and effect. Capitalized terms used in this Amendment and not otherwise defined shall have the meanings ascribed to them in the Agreement.
FIRST AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • April 14th, 2005 • Sports Authority Inc /De/ • Retail-miscellaneous shopping goods stores
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENT ("Amendment") is made and entered into as of the 2 day of April, 2004 (the "Effective Date") by and between TSA STORES, INC., a corporation organized and existing under the laws of the State of Delaware, United States of America ("U.S.A.") with its principal place of business at 1050 W. Hampden Avenue, Englewood, Colorado 80110, U.S.A. (formerly The Sports Authority, Inc.) and THE SPORTS AUTHORITY MICHIGAN, INC. a corporation organized and existing under the laws of the State of Michigan with its principal place of business at 1050 W. Hampden Avenue, Englewood, Colorado 80110, U.S.A. (collectively, "Licensor"), and MEGA SPORTS CO., LTD., a corporation organized and existing under the laws of Japan, with its principal office at 1-36-5, Nihonbashi Kakigara-cho, Chuo-ku, Tokyo, 103-0014 Japan ("Licensee").
CONSULTING AGREEMENTConsulting Agreement • April 14th, 2005 • Sports Authority Inc /De/ • Retail-miscellaneous shopping goods stores • Delaware
This CONSULTING AGREEMENT, effective as of December 30, 2003, is entered into by and between Martin E. Hanaka (the "Consultant") and The Sports Authority, Inc., a Delaware corporation (the "Company").
FIRST AMENDED AND RESTATED FINANCING AGREEMENT by and among THE CIT GROUP/BUSINESS CREDIT, INC. (as Agent and Lender) and WELLS FARGO FOOTHILL, LLC (as Documentation Agent) and GENERAL ELECTRIC CAPITAL CORPORATION (as a Co- Syndication Agent) and...Financing Agreement • September 20th, 2004 • Sports Authority Inc /De/ • Retail-miscellaneous shopping goods stores
1 Exhibit 10.7 To: David J. Nace From: The Board of Directors, Gart Bros. Sporting Goods Company Re: Severance Letter Agreement As an inducement to your employment, the following Severance Letter of Agreement is proposed. All references to "Employer"...Gart Sports Co • December 16th, 1997 • Retail-miscellaneous shopping goods stores • Colorado
INDEMNIFICATION AGREEMENT21 Indemnification Agreement • April 14th, 2005 • Sports Authority Inc /De/ • Retail-miscellaneous shopping goods stores • Delaware
INDEMNIFICATION AGREEMENT (this "Agreement"), dated as of March 1, 2004, between The Sports Authority, Inc., a Delaware corporation (the "Company") and the undersigned ("Indemnitee").
AGREEMENTSports Authority Inc /De/ • April 14th, 2005 • Retail-miscellaneous shopping goods stores • New York
This Agreement (the "Agreement") is entered into by and between The Sports Authority, Inc. (the "Company") and Martin E. Hanaka (the "Executive") and is effective as of December 30, 2003 (the "Effective Date"). Any prior agreement between the Company and the Executive regarding the termination of the Executive's employment with the Company is void ab initio.
JOINDER AGREEMENTJoinder Agreement • April 14th, 2005 • Sports Authority Inc /De/ • Retail-miscellaneous shopping goods stores • California
THIS JOINDER AGREEMENT ("Agreement") dated as of December 18, 2003 is made and entered into by and among The Sports Authority, Inc., a Delaware corporation (formerly known as Gart Sports Company) (hereinafter referred to as "Parent"), each of the Subsidiaries of Parent signatory hereto (such Subsidiaries identified on the signatory pages hereof as "Existing Borrowers" are, together with Parent, hereinafter referred to collectively and individually, jointly and severally, as the "Existing Borrowers," and each, individually, as an "Existing Borrower"), and New Borrowers (defined below), on the one hand, and the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders"), and The CIT Group/Business Credit, Inc., a New York corporation (in its capacity as agent for the Lenders, the "Agent"), on the other hand. Initially capitalized terms
Exhibit 10.35 CONSULTING AND NON-COMPETITION AGREEMENT This Consulting and Non- Competition Agreement (this "Agreement") between Alvin Lubetkin ("Consultant") and Gart Bros. Sporting Goods Company (the "Company") is hereby made as of _________ ____,...Consulting and Non-Competition Agreement • April 17th, 2001 • Gart Sports Co • Retail-miscellaneous shopping goods stores • Colorado
Exhibit 8.2 [Grant Thornton LLP letterhead] February 21, 2001 Oshman's Sporting Goods, Inc. 2302 Maxwell Lane Houston, Texas 77023 RE: Agreement and Plan of Merger by and among Gart Sports Company, GSC Acquisition Corp. and Oshman's Sporting Goods,...Gart Sports Co • May 4th, 2001 • Retail-miscellaneous shopping goods stores
