Exhibit 23
AMENDMENT TO NO. 2 TO STOCKHOLDERS' AGREEMENT
This AMENDMENT (the "Amendment")dated as of March 2, 1998 to the
STOCKHOLDERS' AGREEMENT, dated as of August 14, 1995 (the "Stockholders'
Agreement") by and among Xxxxxx Xxxxxxxxxxx, as voting trustee (the "Voting
Trustee") under the Voting Trust Agreement dated as of May 29, 1991, by and
among Xxxxxxx Sports Inc., a Delaware corporation (the "Company") and all of
the stockholders of the Company listed on Schedule A thereto (the "Voting
Trust Agreement"), Lenny Corp., a Delaware corporation, Xxxxxxx Xxxxxxxx, P.C.
Defined Benefit Plan ("Benefit Plan"), Xxxxxx Xxxxxxxxxxx ("Nederlander"),
Xxxx XxXxxxxxxxx, Xx. ("XxXxxxxxxxx"), Xxxxxxx Xxxxxxxx ("Toboroff"), Xxxxx
Xxxxx ("Xxxxx"), Xxxxxxx Xxxx (the "Executive") Xxx Xxxxxxx ("Xxxxxxx"),
R.E.R. Corp., a Michigan Corporation ("R.E.R."), Xxxxxx Holdings Inc., a
Delaware corporation ("RHI"), JEMC Corp., a Delaware corporation ("JEMC")
(JEMC together with Lenny Corp., Benefit Plan, Toboroff, Mauer, Nederlander,
McConnaughy, the Executive, R.E.R. and Xxxxxxx, the "Stockholders"), this 2nd
day of March, 1998.
NOW, THEREFORE, in consideration of the foregoing and mutual agreements
hereinafter contained, the parties hereto agree as follows:
Section A. Definition of "Stockholders". The definition of the
term "Stockholders" in the Stockholders' Agreement, as set forth in the first
paragraph thereof, is hereby amended to include the RHI, Nederlander and
XxXxxxxxxxx as Stockholders and is restated in its entirety as follows:
"STOCKHOLDERS' AGREEMENT, dated as of August 14, 1995, as amended and restated
on June 26, 1997 and further amended as of March 2, 1998, by and among Xxxxxx
Xxxxxxxxxxx, as voting trustee (the "Voting Trustee") under the Voting Trust
Agreement dated as of May 29, 1991, by and among Xxxxxxx Sports Inc., a
Delaware corporation (the "Company"), and all of the stockholders of the
Company listed on Schedule A thereto (the "Voting Trust Agreement"), Xxxxxx
Holdings Inc., a Delaware corporation ("RHI"), Lenny Corp., a Delaware
corporation, Xxxxxxx Xxxxxxxx, P.C. Defined Benefit Plan ("Benefit Plan"),
Xxxxxxx Xxxxxxxx ("Toboroff"), Xxxxxx Xxxxxxxxxxx ("Nederlander"), Xxxx
XxXxxxxxxxx, Xx. ("XxXxxxxxxxx"), Xxxxx Xxxxx ("Xxxxx"), Xxx Xxxxxxx
("Xxxxxxx"), R.E.R. Corp., a Michigan Corporation ("R.E.R."), JEMC Corp., a
Delaware corporation ("JEMC") and Xxxxxxx X. Xxxx (the "Executive") (RHI,
Lenny Corp., Benefit Plan, Toboroff, Nederlander, McConnaughy, Mauer, Cougill,
RER, JEMC and the Executive are referred to as the "Stockholders").
Section B. Amendment to Section 1.2 (a). Section 1.2(a) of the
Stockholders' Agreement is hereby amended and restated in its entirety as
follows:
"1.2 Voting Agreement
(a) Each of the Stockholders (other than the Executive) hereby agrees
that, during the term of this Agreement, at any meeting of the stockholders of
the Company or any adjournment thereof, however called, or in any other
circumstances upon which its vote, consent, or other approval is sought, each
of the Stockholders (other than the Executive) shall vote or cause to be voted
such Stockholder's shares of Xxxxxxx Stock (other than shares subject to the
Voting Trust Agreement which are governed by such agreement) (i) as the Voting
Trustee votes the Xxxxxxx Stock held pursuant to the Voting Trust, and (ii)
during the Term of the Employment Agreement dated as of May 5, 1997 by and
between the Company and the Executive (the "Employment Agreement") (as "Term"
is defined in the Employment Agreement), and notwithstanding the above clause
(i), (a) in favor of the election of the Executive and a designee (the
"Designee") of Executive reasonably acceptable to the Board of Directors of
the Company (the "Company Board") (it being understood that any person who was
a senior vice president or director of Varsity Spirit Corporation on May 5,
1997 shall be an acceptable Designee to the Company Board without further
action) to the Company Board and (b) in favor of the Company's 1997 Stock
Option Plan (the "Plan").
Section C. Entire Amendment. Except as amended hereby, the
Stockholders' Agreement shall remain in full force and effect.
Section D. Counterparts. This Amendment may be executed in
counterparts, each of which shall be deemed an original, but both of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Amendment has been fully executed and delivered
as of the day and year first above written.
/s/ Xxxxxx Xxxxxxxxxxx
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Xxxxxx Xxxxxxxxxxx, as
Voting Trustee
XXXXXX HOLDINGS, INC.
By: /s/ Xxxxxx Xxxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxxxx
Title: President
LENNY CORP.
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: President
XXXXXXX XXXXXXXX, P.C.
DEFINED BENEFIT PLAN
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: Xxxxxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx, in his individual capacity
JEMC CORP.
By: /s/ Xxxx XxXxxxxxxxx, Xx.
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Name: Xxxx XxXxxxxxxxx, Xx.
Title: President
R.E.R. Corp.
By: /s/ Xxxxxx Xxxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxxxx
Title: President
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx, in his individual capacity
/s/ Xxx Xxxxxxx
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Xxx Xxxxxxx, in his individual capacity
/s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx, in his individual capacity
/s/ Xxxxxx Xxxxxxxxxxx
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Xxxxxx Xxxxxxxxxxx, in his individual capacity
/s/ Xxxx XxXxxxxxxxx, Xx.
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Xxxx XxXxxxxxxxx, in his individual capacity
