AGREEMENT AND PLAN OF MERGER BY AND AMONG VESTIS RETAIL GROUP, LLC, EVEREST MERGER SUB, INC. AND SPORT CHALET, INC. June 30, 2014Agreement and Plan of Merger • July 1st, 2014 • Sport Chalet Inc • Retail-miscellaneous shopping goods stores
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 30, 2014 (the “Agreement Date”), by and among Vestis Retail Group, LLC, a Delaware limited liability company, (“Parent”), Everest Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Sport Chalet, Inc., a Delaware corporation (the “Company”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 1st, 2014 • Sport Chalet Inc • Retail-miscellaneous shopping goods stores
This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 30, 2014, by and among Vestis Retail Group, LLC, a Delaware limited liability company (“Parent”), Everest Merger Sub, Inc., a Delaware corporation (“Purchaser”), The Olberz Family Trust dated 05/06/1997, a trust organized under the laws of the state of California (the “Trust”), Irene M. Olberz (“IO”), individually and as co-trustee for the Trust, Eric S. Olberz (“EO”), individually and as co-trustee for the Trust, and, solely with respect to Sections 3.7, 4.1, 5.1, 6.3(b), and 8.10, Sport Chalet, Inc., a Delaware corporation (the “Company”). The Trust, IO and EO are referred to collectively as the “Sellers.”
June 30, 2014Sport Chalet Inc • July 1st, 2014 • Retail-miscellaneous shopping goods stores
This letter is in reference to the Employment Agreement, dated December 31, 2008, between Sport Chalet, Inc. (the “Company”) and myself (the “Employment Agreement”). Capitalized terms that are not defined in this letter shall have the same meaning as under the Employment Agreement.
June 30, 2014Sport Chalet Inc • July 1st, 2014 • Retail-miscellaneous shopping goods stores
This letter is in reference to the Employment Agreement, dated December 31, 2008, between Sport Chalet, Inc. (the “Company”) and myself (the “Employment Agreement”). Capitalized terms that are not defined in this letter shall have the same meaning as under the Employment Agreement.
CONSENT AGREEMENTConsent Agreement • July 1st, 2014 • Sport Chalet Inc • Retail-miscellaneous shopping goods stores • New York
This CONSENT AGREEMENT, dated as of June 27, 2014 (this “Agreement”; capitalized terms used herein without definition have the meanings provided in Article I), is entered into by each of SPORT CHALET, INC., a Delaware corporation (“Borrower”), SPORT CHALET VALUE SERVICES, LLC, a Virginia limited liability company (“SCVS”), and SPORT CHALET TEAM SALES, INC., a California corporation (“SCTS”, together with Borrower and SCVS, the “Obligated Parties”, and each individually, an “Obligated Party”), the financial institutions that are now or that hereafter become a party to the Loan Agreement (as defined below) (collectively, the “Lenders”, and each individually a “Lender”) and CRYSTAL FINANCIAL SBIC LP, as agent for the Lenders (“Agent”).
Sport Chalet, Inc. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 1st, 2014 • Sport Chalet Inc • Retail-miscellaneous shopping goods stores • Delaware
This Indemnification Agreement (the “Agreement”), dated as of June , 2014 is made and effective as of the date set forth in Section 14 of the Agreement, by and between Sport Chalet, Inc., a Delaware corporation (the “Corporation”), on the one hand, and Irene Olberz and Eric Olberz, individually and in their capacities as trustees of the Olberz Family Trust, and the Olberz Family Trust, on the other hand, as Selling Stockholders of the Corporation (each an “Indemnitee” and, collectively, “Indemnitees”).
CONSENT AGREEMENTConsent Agreement • July 1st, 2014 • Sport Chalet Inc • Retail-miscellaneous shopping goods stores • California
This CONSENT AGREEMENT, dated as of June 27, 2014 (this “Agreement”; capitalized terms used herein without definition have the meanings provided in Article I), is entered into by each of SPORT CHALET, INC., a Delaware corporation (“Borrower”), SPORT CHALET VALUE SERVICES, LLC, a Virginia limited liability company (“SCVS”), and SPORT CHALET TEAM SALES, INC., a California corporation (“SCTS”, together with Borrower and SCVS, the “Obligated Parties”, and each individually, an “Obligated Party”), the financial institutions that are now or that hereafter become a party to the Loan Agreement (as defined below) (collectively, the “Lenders”, and each individually a “Lender”) and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”).
FIRST AMENDMENT TO LEASELease • July 1st, 2014 • Sport Chalet Inc • Retail-miscellaneous shopping goods stores
THIS FIRST AMENDMENT TO LEASE (the “Amendment”) made as of June 30, 2014 by and between LA CANADA PROPERTIES, INC., a California corporation (“Landlord”) and SPORT CHALET, INC., a Delaware corporation (“Tenant”).
FORM OF TENDER AND SUPPORT AGREEMENTForm of Tender and Support Agreement • July 1st, 2014 • Sport Chalet Inc • Retail-miscellaneous shopping goods stores
THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of June 30, 2014, by and among Vestis Retail Group, LLC, a Delaware limited liability company (“Parent”), Everest Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and (“Stockholder”).
