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Exhibit 10.2  


 
 

JOINDER AGREEMENT    
    


        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 used herein and not defined herein shall have the meanings assigned to them in the Financing
Agreement (defined below). 


RECITALS: 



        A.    Existing
Borrowers and Lenders have previously entered into that certain Financing Agreement, dated as of August 4, 2003 (the "Financing
Agreement"), pursuant to which, subject to the terms and conditions set forth therein, the Lenders acting through the Agent have made certain credit facilities available to the
Existing Borrowers; 


        B.    Existing
Borrowers have informed Agent that the Parent intends to make the following fundamental corporate changes affecting certain of the Existing Borrowers
(collectively, the "Restructure"): 



        (a)   Parent
has already formed TSA Corporate Services, Inc., a Colorado corporation ("TSA Services"), and TSA Gift
Card, Inc., a Virginia corporation ("TSA Gift Card", and collectively, jointly and severally, with TSA Services, "New
Borrowers" and each, individually, a "New Borrower"); 


        (b)   Sportmart, Inc.,
a Delaware corporation, will be merged with and into its parent, Gart Bros. Sporting Goods Co., a Colorado corporation
("GBSGC"); 


        (c)   GBSGC
will be merged with and into TSA Stores, Inc., a Delaware corporation ("TSA Stores"); 


        (d)   Oshman's
Sporting Goods, Inc., a Delaware corporation ("Oshman's"), will be merged with and into TSA Stores; 


        (e)   Oshman's
Sporting Goods, Inc.—Services, a Delaware corporation, a subsidiary of Oshman's, will be merged with and into TSA Services; 



        (f)    TSA
Stores will contribute all of its domestic intellectual property rights to The Sports Authority Michigan, Inc., a Michigan corporation
("TSA Michigan"); 


        (g)   TSA
Michigan will contribute its intellectual property rights (including, without limitation, such rights acquired from TSA Stores) to TSA Services; 


        (h)   TSA
Stores will contribute its sole Michigan store (acquired by merger with Oshman's) to TSA Michigan; 




        C.    In
connection with the Restructure, Existing Borrowers have requested that the Agent and the Lenders permit New Borrowers to be added and joined as additional Borrowers
under the Financing 


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Agreement
and, subject to the terms and conditions set forth herein, Agent and Lenders have agreed to permit such additions; and 


        D.    Existing
Borrowers, New Borrowers, Lenders and the Agent desire to enter into this Agreement in order to provide for the joinder of New Borrower as "Borrowers" under the
Financing Agreement. 


AGREEMENT: 


        NOW,
THEREFORE, in consideration of the foregoing premises, the mutual covenants and conditions herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows: 


        1.     Joinder. Each of TSA Services and TSA Gift Card hereby agrees as follows in favor of the Agent and Lenders: 



        (a)   Effective
as of the date hereof, each New Borrower hereby agrees to become a Borrower under, and to bind itself to the Financing Agreement and each other Loan Document
to which the Borrowers are bound generally as of the date hereof, and, in such capacity, to jointly and severally assume and bind itself to all debts, liabilities and obligations of the Borrowers
thereunder (including, without limitation, all Obligations). 


        (b)   In
furtherance but without limitation of the foregoing, as security for the prompt payment in full of all Obligations, each of the New Borrowers hereby pledges and
grants to the Agent on behalf of the Lenders a continuing general lien upon, and security interest in, all their Collateral. To facilitate the foregoing grant of a security interest, each New Borrower
agrees to execute (and, if required by Agent, acknowledge) and deliver to the Agent such instruments and agreements as the Agent may require in connection herewith, including without limitation,
UCC-1 financing statements, collateral assignments, legal opinions, resolutions, incumbency certificates, good standing certificates, qualifications to do business and other, related
documents, instruments, certificates or agreements as Agent may reasonably request to give effect to this joinder of each New Borrower as a Borrower. 


        (c)   To
induce the Agent and Lenders to accept each New Borrower as a Borrower, New Borrower hereby agrees to and makes each and every representation and warranty made in the
Financing Agreement and the other Loan Documents in respect of the Borrowers generally, as fully and completely as if each New Borrower were an original party thereto (except to the extent that such
representations and warranties relate solely to an earlier date), subject, however, to the disclosures set forth on Schedule 1(c) attached
hereto. 




        2.     Conditions to the Effectiveness of this Agreement. 



        (a)   Conditions Precedent. This Agreement shall not become effective unless and until the Agent shall have received each of
the documents and other items listed in Schedule 2(a) attached hereto, each to be in form and substance satisfactory to the Agent and its
counsel, and, as applicable, duly executed and delivered by the party or parties thereto. 


        (b)   Condition Subsequent. On or before January 31, 2004 (the "Restructure
Deadline"), the Borrowers shall either (i) consummate the Restructure (including, without limitation, delivery to the Agent of the stock certificates of TSA Michigan and
New Borrowers) or (ii) tender to the Agent the stock certificates of TSA Michigan, The Sports Authority Florida, Inc., a Florida corporation, and Authority International, Inc., a
Delaware corporation. The failure by Borrowers to comply with the foregoing condition by the Restructure Deadline shall constitute an Event of Default under the Financing Agreement. 



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        3.     Miscellaneous. 



        (a)   Effect of Agreement. All references to Borrowers in the Financing Agreement and the other Loan Documents shall be deemed
to include each New Borrower with the same force and effect as if each New Borrower were an original signatory thereto. The Financing Agreement shall be read in conjunction with this Agreement. This
Agreement shall be considered a Loan Document. 


        (b)   Reaffirmation of Representations and Warranties. Subject to the disclosures set forth on  Schedule 1(a), each Existing Borrower hereby ratifies and reaffirms all of
the representations and warranties set forth in the Financing
Agreement and the other Loan Documents, except to the extent that such representations and warranties relate to an earlier date. 



        (c)   Ratification. Each Existing Borrower hereby restates, ratifies and reaffirms each and every term and condition set forth
in the Financing Agreement and the Loan Documents effective as of the date hereof. 


        (d)   Estoppel. To induce the Agent and Lenders to enter into this Agreement, Borrowers hereby acknowledge and agree that, as
of the date hereof, no Default or Event of Default has occurred and is continuing and, in addition, there exists no right of offset, defense, counterclaim or objection in favor of any Borrower in
respect to any Obligations. 


        (e)   Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California
and all applicable federal laws of the United States of America. 


        (f)    Costs and Expenses. Borrowers agree to pay on demand all reasonable costs and expenses of the Agent in connection with
the preparation, execution, delivery and enforcement of this Agreement and all other agreements and instruments executed in connection herewith, including, without limitation, the reasonable fees and
out-of-pocket expenses of the Agent's counsel and the cost of any searches respecting the New Borrowers or their assets. 



        (g)   Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts and by different parties on
separate counterparts, including by facsimile signature, each of which when so executed and delivered shall be deemed to be an original. All such counterparts, taken together, shall constitute but one
and the same Agreement. This Agreement shall become effective upon the execution of a counterpart of this Agreement by each of the parties hereto. 



[the remainder of this page left blank intentionally; signatures to follow] 


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        IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be executed and delivered by their proper and duly authorized officers as of the date set forth above. 



	

 	
 	
AGENT:
	
 	
 	
THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	
PARENT:
	
 	
 	
THE SPORTS AUTHORITY, INC., a Delaware corporation
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	
EXISTING BORROWERS:
	
 	
 	
GART BROS. SPORTING GOODS COMPANY, a Colorado corporation
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	
OSHMAN'S SPORTING GOODS, INC., a Delaware corporation
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	
SPORTMART, INC., a Delaware corporation
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	 	 	 





S-1







 

	

 	
 	
THE SPORTS AUTHORITY FLORIDA, INC., a Florida corporation
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	
THE SPORTS AUTHORITY MICHIGAN, INC., a Michigan corporation
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	
TSA STORES, INC., a Delaware corporation
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	
NEW BORROWERS:
	
 	
 	
TSA CORPORATE SERVICES, INC., a Colorado corporation
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	
TSA GIFT CARD, INC., a Virginia corporation
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	
LENDERS:
	
 	
 	
THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	 	 	 



S-2







 

	

 	
 	
FLEET RETAIL FINANCE INC., a Delaware corporation
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	
BANK OF AMERICA, N.A., a national association organized under the laws of the United States
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	
WELLS FARGO FOOTHILL, LLC, a California limited liability company
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	
GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	
NATIONAL CITY COMMERCIAL FINANCE, INC., an Ohio corporation
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	
CONGRESS FINANCIAL CORPORATION (SOUTHWEST), a Texas corporation
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	 	 	 





S-3







 

	

 	
 	
LASALLE BANK NATIONAL ASSOCIATION, a national association organized under the laws of the United States
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	
JPMORGAN CHASE BANK, a New York corporation
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	
PNC BANK, NATIONAL ASSOCIATION, a national association organized under the laws of the United States
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	
AmSOUTH BANK, an Alabama corporation
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	Title:	 	 




S-4








Schedule 1(c)  


NONE  








Schedule 2(a)  



	•
	That
certain Stock Pledge Agreement, dated as of December 18, 2003, by and between The Sports Authority Michigan, Inc. and the Agent;



	•
	That
certain Stock Pledge Agreement, dated as of December 18, 2003, by and between TSA Services and the Agent;



	•
	Trademark
Collateral Assignment, dated as of December 18, 2003, by TSA Gift Card in favor of the Agent;



	•
	Patent
Collateral Assignment, dated as of December 18, 2003, by TSA Gift Card in favor of the Agent;



	•
	Copyright
Collateral Assignment, dated as of December 18, 2003, by TSA Gift Card in favor of the Agent;



	•
	Trademark
Collateral Assignment, dated as of December 18, 2003, by TSA Services in favor of the Agent;



	•
	Patent
Collateral Assignment, dated as of December 18, 2003, by TSA Services in favor of the Agent;



	•
	Copyright
Collateral Assignment, dated as of December 18, 2003, by TSA Services in favor of the Agent;



	•
	UCC-1
Financing Statement(s) duly prepared and delivered by TSA Services;



	•
	Certificate
of the Secretary of TSA Services certifying to the following: (1) a copy of resolutions of the board of directors of TSA Services authorizing the
execution, delivery and performance of this Agreement, the other Loan Documents, and the transactions contemplated thereby, and such other documents relating thereto as the Agent reasonably may
request; (2) a certified copy of the articles of incorporation of TSA Services; (3) a certified copy of the by-laws of TSA Services; and (4) signature and incumbency
certificates of TSA Services's officers who are authorized to execute this Agreement and the other Loan Documents to which TSA Services is to be a party;



	•
	Certificate
of Good Standing from TSA Services's jurisdiction of organization and the secretary of state of each jurisdiction in which TSA Services is qualified to do
business, each dated a recent date prior to the date of this Agreement;



	•
	UCC-1
Financing Statement(s) duly prepared and delivered by TSA Gift Card;



	•
	Certificate
of the Secretary of TSA Gift Card certifying to the following: (1) a copy of resolutions of the board of directors of TSA Gift Card authorizing the
execution, delivery and performance of this Agreement, the other Loan Documents, and the transactions contemplated thereby, and such other documents relating thereto as the Agent reasonably may
request; (2) a certified copy of the articles of incorporation of TSA Gift Card; (3) a certified copy of the by-laws of TSA Gift Card; and (4) signature and incumbency
certificates of TSA Gift Card's officers who are authorized to execute this Agreement and the other Loan Documents to which TSA Gift Card is to be a party;



	•
	Certificate
of Good Standing from TSA Gift Card's jurisdiction of organization and the secretary of state of each jurisdiction in which TSA Gift Card is qualified to do
business, each dated a recent date prior to the date of this Agreement; and



	•
	Such
opinions of counsel for each of TSA Services and TSA Gift Card as the Agent shall request, each such opinion to be in a form, scope, and substance satisfactory to the
Bank and its counsel. 
















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JOINDER AGREEMENT