EX-10.1



 





EXHIBIT 10.1




SHAREHOLDER TENDER AGREEMENT




     This SHAREHOLDER TENDER AGREEMENT (this “Agreement”), dated as of June 21,
2004, is entered into by and among Dick’s Sporting Goods, Inc., a Delaware
corporation (the “Parent”), Diamondbacks Acquisition Inc., an Indiana
corporation and a direct wholly-owned subsidiary of Parent (the “Purchaser”),
and certain shareholders of Galyan’s Trading Company, Inc., an Indiana
corporation (the “Company”), each of which is identified on Schedule A attached
hereto (each a “Shareholder” and collectively, the “Shareholders”).



     WHEREAS, simultaneously with the execution of this Agreement, Parent,
Purchaser and the Company are entering into an Agreement and Plan of Merger,
dated as of the date hereof (as the same may be amended or supplemented, the
“Merger Agreement”), which provides, among other things, for the acquisition of
the Company by Parent by means of a cash tender offer (the “Offer”) by
Purchaser for all outstanding shares of common stock, no par value per share,
of the Company (the “Company Common Stock”) and for the subsequent merger of
Purchaser with and into the Company with the Company continuing as the
surviving entity (the “Merger”);



     WHEREAS, as of the date hereof, each Shareholder is the Beneficial Owner
(as defined below) of the outstanding shares of Company Common Stock set forth
opposite such Shareholder’s name in Schedule A (such Shareholder’s “Owned
Shares”); and



     WHEREAS, as an inducement and a condition to its entering into the Merger
Agreement and incurring the obligations set forth therein, Parent has required
that each Shareholder enter into this Agreement;



     NOW, THEREFORE, in consideration of the foregoing and the mutual premises,
representations, warranties, covenants and agreements contained herein and in
the Merger Agreement, the parties hereto, intending to be legally bound hereby,
agree as follows:



     1. Certain Definitions. (a) Capitalized terms used but not
defined in this Agreement shall have the meanings ascribed to such terms in the
Merger Agreement. In addition, for purposes of this Agreement:



     “Affiliate” means, with respect to any specified Person, any Person that
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Person specified. For
purposes of this Agreement, with respect to any Shareholder, “Affiliate” shall
not include the Company or the Persons that directly, or indirectly through one
or more intermediaries, are controlled by the Company.



     “Beneficially Owned” or “Beneficial Ownership” with respect to any
securities means having both voting power and investment power (as determined
pursuant to Rule 13d-3(a) under the Exchange Act) over such securities,
including pursuant to any agreement, arrangement or understanding, whether or
not in writing. Without duplicative counting of the same securities by the same
holder, securities Beneficially Owned by a Person shall include securities
Beneficially Owned by all Affiliates of such Person and all other Persons with
whom such Person would



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constitute a “Group” within the meaning of Section 13(d) of the Exchange
Act and the rules promulgated thereunder; provided that, FS Equity Partners IV,
L.P. shall not be deemed to have Beneficial Ownership over any shares held of
record by Limited Brands, Inc. or G Trademark, Inc., and G Trademark, Inc. and
Limited Brands, Inc. shall not be deemed to have Beneficial Ownership over any
shares held of record by FS Equity Partners IV, L.P., in either case as a
result of the circumstances described in that certain Schedule 13D filed by FS
Equity Partners IV, L.P., Limited Brands, Inc. and G Trademark, Inc., as most
recently amended on August 18, 2003.




     “Beneficial Owner” with respect to any securities means a Person who has
Beneficial Ownership of such securities.



     “Company Group” means the Company and its subsidiaries Galyan’s Nevada,
Inc., a Nevada corporation, and Galyan’s of Virginia, Inc., a Virginia
corporation.



     “Offer Completion Date” means the date of purchase of shares of Company
Common Stock by the Purchaser in the Offer.



     “Person” means an individual, corporation, partnership, limited liability
company, association, trust or other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.



     “Proposed Business Combination” means the Offer, the Merger and the
related transactions contemplated by the Merger Agreement.



     “Transfer” means, with respect to a security, the sale, transfer, pledge,
hypothecation, encumbrance, assignment or disposition of such security or the
Beneficial Ownership thereof (other than by operation of law), the offer to
make such a sale, transfer or other disposition, and each option, agreement,
arrangement or understanding, whether or not in writing, to effect any of the
foregoing. As a verb, “Transfer” shall have a correlative meaning.



     2. Tender of Shares; Agreement to Sell.




     (a) In order to induce Parent and the Purchaser to enter into the
Merger Agreement, each Shareholder hereby agrees to validly tender (or
cause the record owner of such shares to validly tender), pursuant to and
in accordance with the terms of the Offer, not later than the 20th business
day after commencement of the Offer, such Shareholder’s Owned Shares. If a
Shareholder acquires Beneficial Ownership of additional shares of Company
Common Stock after the date hereof and prior to termination of this
Agreement, such Shareholder shall tender such additional shares of Company
Common Stock on such 20th business day or, if later, on the second business
day after such acquisition. A Shareholder shall not withdraw any shares
tendered pursuant this Section 2(a) unless this Agreement is terminated or
the Offer is terminated or has expired without Purchaser purchasing all
shares validly tendered in the Offer and not withdrawn. Notwithstanding
anything herein to the contrary, Limited Brands, Inc. shall not be
obligated to tender its warrant for 1,350,000 shares of Company Common
Stock, with an exercise price in excess of $44.82 per share



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(the “Warrant”), or any shares of Company Common Stock issuable upon
exercise of the Warrant (unless Limited Brands, Inc. elects to exercise
such Warrant).




     (b) Without the written consent of each Shareholder, Purchaser shall
not (i) decrease the Offer Price, (ii) decrease the aggregate number of
shares of Company Common Stock sought or (iii) change the form of
consideration to be paid pursuant to the Offer.



     3. No Disposition or Solicitation.




     (a) Each Shareholder agrees that from and after the date hereof,
except as contemplated by this Agreement, such Shareholder will not (as a
Shareholder, trustee or custodian) Transfer or agree to Transfer any of
such Shareholder’s Owned Shares or any options or warrants or other rights
held or owned by such Shareholder to acquire Company Common Stock (other
than any transfer of an option or warrant to the Company in connection with
the exercise of such option or warrant by such Shareholder) without
Parent’s prior written consent (which consent shall not be unreasonably
withheld or delayed in the context of a Transfer to any member of the
immediate family of such Shareholder or to any trust the Beneficial
Ownership of which is held by such Shareholder, provided in each case that
such transferee agrees, in a form satisfactory to Parent, to be bound by
the terms of this Agreement), or grant any proxy or power-of-attorney with
respect to any such Company Common Stock other than pursuant to this
Agreement.




     (b) Shareholder will not, in its capacity as a shareholder of the
Company, and will use its reasonable best efforts to ensure that its
investment bankers, attorneys, accountants, agents or other advisors or
representatives (the “Shareholder Representatives”), directly or
indirectly, will not take any action with respect to any Takeover Proposal
that the Company is prohibited from taking under clause (i) or (ii) of
Section 5.1.3 of the Merger Agreement; provided that, in the event the
Company takes action under Section 5.1.3 of the Merger Agreement, each
Shareholder will be entitled to participate in all actions that the Company
is or would be entitled to take under Section 5.1.3 of the Merger Agreement
so long as such actions are taken in compliance with such Section 5.1.3.
Notwithstanding the foregoing, it is agreed and understood by the parties
that the term “Shareholder Representatives” shall not include the Company
or any subsidiary of the Company or any of their respective investment
bankers, attorneys, accountants, agents or other advisors or
representatives.




     (c) Shareholder will cease and cause to be terminated all existing
discussions or negotiations conducted by it or its behest with respect to
any Takeover Proposal (other than with Parent and Purchaser).



     4. Option.




     (a) On the terms and subject to the conditions set forth herein,
each Shareholder hereby grants to each of Parent and Purchaser an
irrevocable option (the “Option”) to purchase all of the right, title and
interest of such Shareholder in and to such Shareholder’s Owned Shares at a
price per share equal to the Offer Price but not less than $16.75 per
share. The Parent or Purchaser, as the case may be, may exercise an Option
in whole, but



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not in part, if, but only if, (i) Purchaser has acquired all shares of
Company Common Stock validly tendered pursuant to the Offer and (ii) such
Shareholder shall have failed to tender into the Offer any Owned Shares or
shall have withdrawn the tender of any Owned Shares into the Offer.




     (b) In the event that Parent or Purchaser is entitled to and wishes
to exercise an Option, Parent or Purchaser shall send a written notice to
the relevant Shareholder or parties prior to the termination of this
Agreement specifying the place and the date for the closing of such
purchase, which date shall be not less than three business days and not
more than five business days after the date of such notice; provided that
in the event that prior notification to, or approval of, any Governmental
Entity is required in connection with the exercise of an Option or there
shall be in effect any preliminary or final injunction or other order
issued by any Governmental Entity prohibiting the exercise of an Option,
the period of time during which the date of the closing may be fixed shall
be extended until the tenth day following the last date on which all
required approvals shall have been obtained, all required waiting periods
shall have expired or been terminated and any such prohibition shall have
been vacated, terminated or waived.




     (c) At the closing of the purchase of a Shareholder’s Owned Shares
pursuant to exercise of an Option, simultaneously with the payment by
Parent or Purchaser of the purchase price for a Shareholder’s Owned Shares,
such Shareholder shall deliver, or cause to be delivered, to Parent or
Purchaser certificates representing such Owned Shares duly endorsed to
Parent or Purchaser or accompanied by stock powers duly executed by the
Company in blank, together with any necessary stock transfer stamps
properly affixed, free and clear of all Liens.



     5. Agreement to Vote. Each Shareholder agrees that (a) at such time
as the Company conducts a meeting (including any adjournment thereof) of or
otherwise seeks a vote or consent of its shareholders for the purpose of
approving the Merger Agreement and the transactions contemplated by the Merger
Agreement, including the Merger, such Shareholder will vote, or provide a
consent with respect to, all Company Common Stock (including the Owned Shares)
which, as of the relevant record date, such Shareholder has the power to vote,
in favor of approving the Merger Agreement and the transactions contemplated by
such Agreement, including the Merger, and (b) such Shareholder will (at any
meeting of shareholders or in connection with any consent solicitation) vote
all shares of Company Common Stock (including the Owned Shares) which, as of
the relevant record date, such Shareholder has the power to vote, against, and
will not consent to, any Takeover Proposal with a Person other than Parent and
Purchaser or any action that would or is designed to delay, prevent or
frustrate the Proposed Business Combination. Without limiting the foregoing, it
is understood that the obligations under clause (a) in this Section 5 shall
remain applicable in respect of each meeting of shareholders of the Company
duly called for the purpose of approving the Merger Agreement and the
transactions contemplated thereby, including the Merger, regardless of the
position of the Company’s board of directors as to the Proposed Business
Combination at the time of such meeting.



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     6. Information. Each Shareholder will provide any information
requested by the Company or Parent for any regulatory application or filing
made or approval sought for such transactions (including filings with the SEC).



     7. Additional Stock. Each Shareholder agrees that any additional
shares of Company Common Stock or securities convertible into Company Common
Stock acquired by such Shareholder or over which it acquires Beneficial
Ownership or voting power or dispositive power, whether pursuant to existing
stock option agreements, warrants or otherwise, shall be subject to the
provisions of this Agreement.



     8. Irrevocable Proxy.




     (a) In furtherance of the agreements contained in this Agreement,
each Shareholder hereby irrevocably grants to, and appoints, Edward W.
Stack, Chairman and Chief Executive Officer of Parent, William J. Colombo,
President of Parent, Michael F. Hines, Chief Financial Officer of Parent,
and William R. Newlin, Chief Administrative Officer of Parent, in their
respective capacities as officers of Parent, and any individual who shall
hereafter succeed to any such office of Parent, and each of them
individually, such Shareholder’s proxy and attorney-in-fact (with full
power of substitution), for and in the name, place and stead of such
Shareholder, to vote all shares of such Shareholder’s Owned Shares or
Company Common Stock over which such Shareholder has voting power, or grant
a consent or approval in respect of such shares, or execute and deliver a
proxy to vote such shares, (i) in favor of adopting the Merger Agreement
and approving the transactions contemplated thereby, including the Merger,
and (ii) against any Takeover Proposal with a Person other than Parent and
Purchaser or any other matter referred to in clause (b) of Section 5
hereof. For the avoidance of doubt, the proxy granted by each Shareholder
pursuant to this Section 8(a) is not granted with respect to any matter
other than those matters set forth in items (i) and (ii) of this Section
8(a).




     (b) Each Shareholder represents and warrants to Parent and
Purchaser that any proxies heretofore given by it in respect of shares of
Company Common Stock are not irrevocable, and that any such proxies are
hereby revoked, and agrees to communicate in writing notice of revocation
of such proxies to the relevant proxy holders.




     (c) Each Shareholder hereby affirms that the irrevocable proxy set
forth in Section 8(a) is given in connection with, and in consideration of,
the execution of the Merger Agreement by Parent and Purchaser, and that
such irrevocable proxy is given to secure the performance of the duties of
such Shareholder under this Agreement. Each Shareholder hereby further
affirms that the irrevocable proxy is coupled with an interest and may
under no circumstances be revoked. Such Shareholder hereby ratifies and
confirms all that such irrevocable proxy may lawfully do or cause to be
done by virtue hereof. Such irrevocable proxy is executed and intended to
be irrevocable in accordance with the provisions of Section 3 of Chapter 30
of the Indiana Business Corporation Law.




     (d) Nothing contained in this Agreement shall give Parent or Purchaser
the right to control or direct the Company or the Company’s operations.



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     9. Representations, Warranties and Covenants of the Shareholders.
Each Shareholder hereby individually (and not jointly or severally) represents
and warrants to, and agrees with, Parent and Purchaser as follows:




     (a) Such Shareholder has all necessary power and authority and
legal capacity to execute and deliver this Agreement and perform its
obligations hereunder. In the case of each Shareholder who is not a natural
person, no other proceedings or actions on the part of such Shareholder are
necessary to authorize the execution, delivery or performance of this
Agreement or the consummation of the transactions contemplated hereby.




     (b) This Agreement has been duly and validly executed and delivered
by such Shareholder and constitutes a valid, legal and binding agreement of
such Shareholder, enforceable against such Shareholder in accordance with
its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and
similar laws of general applicability relating to or affecting creditors’
rights or by general equity principles.




     (c) Each Shareholder is the sole Beneficial Owner of such
Shareholder’s Owned Shares, other than those Owned Shares Beneficially
Owned by a family trust or child of such Shareholder. Each Shareholder has
the sole right to vote, or cause to be voted, and to dispose, or cause the
disposition, of such Shareholder’s Owned Shares and there exist no
limitations on its ability to exercise such right. Each Shareholder has
good and marketable title (which may include holding in nominee or “street”
name) to all of such Shareholder’s Owned Shares (other than those Owned
Shares Beneficially Owned by a family trust or child of such Shareholder),
free and clear of all Liens (other than as created by this Agreement and
the restrictions on Transfer under applicable securities laws). The Owned
Shares constitute all of the capital stock of the Company Beneficially
Owned by such Shareholder.




     (d) Subject to requisite shareholder approval and except for the
consents referred to in Section 4.1.8 of the Merger Agreement, neither the
execution nor delivery of this Agreement by such Shareholder nor the
Shareholder’s consummation of the transactions contemplated hereby will
conflict with, result in any violation of, or constitute a default under,
(i) any material mortgage, bond, indenture, agreement, instrument or
obligation to which such Shareholder is a party or by which such
Shareholder or any of the Owned Shares is bound (or, in the case of each
Shareholder that is not a natural person, such Shareholder’s constituent
documents), or (ii) any judgment, decree, order or material law or
regulation of any governmental agency or authority in the United States by
which such Shareholder or any of its subsidiaries is bound, except, with
respect to clauses (i) and (ii) above, where the conflict or default,
individually or in the aggregate, will not have a material adverse effect
on such Shareholder.




     (e) Each Shareholder understands and acknowledges that each of
Parent and Purchaser is entering into the Merger Agreement in reliance upon
such Shareholder’s execution, delivery and performance of this Agreement.



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     10. Representations and Warranties of Parent. Parent represents and
warrants to each Shareholder as follows:




     (a) Organization, Good Standing, Capitalization. Parent is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware with all requisite corporate power and
authority to own, operate and lease its properties, to carry on its
business as now being conducted, and to enter into this Agreement and
perform its obligations hereunder.




     (b) Purchaser. Parent owns all of the issued and outstanding shares
of Purchaser. Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the State of Indiana with all
requisite corporate power to enter into this Agreement and perform its
obligations hereunder. All of the issued and outstanding shares of
Purchaser have been validly issued and are fully paid and non-assessable
with no personal liability attaching to the ownership thereof. There are
no outstanding rights, options, warrants, conversion rights or agreements
for the purchase or acquisition from, or the sale or issuance by, Purchaser
of any shares of its capital stock, other than this Agreement. Since its
organization, Purchaser has conducted no business activities, except such
as are related to this Agreement and the performance of its obligations
hereunder.




     (c) Authority Relative to this Agreement, etc. Each of Parent and
Purchaser has taken all necessary corporate action to approve this
Agreement and the performance of its obligations hereunder. This Agreement
has been duly and validly executed and delivered by each of Parent and
Purchaser and constitutes a valid, legal and binding agreement of each of
Parent and Purchaser, respectively, enforceable against each of Parent and
Purchaser in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer and similar laws of general applicability relating to
or affecting creditors’ rights or by general equity principles.




     (d) Compliance with other Instruments, etc. Subject to the consents
referred to in Section 4.2.5 of the Merger Agreement, neither the execution
nor delivery of this Agreement by Parent or Purchaser nor Parent’s or
Purchaser’s consummation of the transactions contemplated hereby will
conflict with, result in any violation of, or constitute a default under,
the Articles or Certificate of Incorporation or Bylaws of Parent or
Purchaser or any agreement, mortgage, indenture, license, permit, lease or
other instrument material to Parent and its subsidiaries taken as a whole
or any judgment, decree, order, or any material law or regulation of any
governmental agency or authority in the United States by which Parent or
any of its subsidiaries is bound.




     (e) Governmental and other Consents, etc. Subject to any required
filing with the U.S. Department of Justice or the Federal Trade Commission,
no material consent, approval or authorization of or designation,
declaration or filing with any Governmental Entity on the part of Parent or
Purchaser is required in connection with the execution or delivery by
Parent and Purchaser of this Agreement or the consummation of the
transactions by Parent



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and Purchaser contemplated hereby other than filings with the SEC and
any applicable national securities exchange or quotation system.




     (f) No Broker. No broker, finder or investment banker is entitled to
any brokerage, finder’s or other fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by
or on behalf of Parent or Purchaser other than Peter J. Solomon Company,
L.P.




     (g) Litigation. There is not now pending, and to the knowledge of
Parent and Purchaser there is not threatened, any litigation, action, suit
or proceeding to which Parent or Purchaser or any of their respective
subsidiaries is or will be a party in or before or by any Governmental
Entity, except for any litigation, action, suit or proceeding (whether
instituted, pending or threatened) involving claims which, individually or
in the aggregate, will not have a Material Adverse Effect on Parent and
Purchaser or the Merger. In addition, there is no judgment, decree,
injunction, rule or order of any Governmental Entity or arbitrator
outstanding against Parent or Purchaser or any of their respective
subsidiaries having or which, individually or in the aggregate, will not
have a Material Adverse Effect on Parent and Purchaser or the Merger.




     (h) Offer Documents; Proxy Statement.




          (1) None of the Offer Documents will, at the times such documents are
filed with the SEC and are mailed to the shareholders of the Company,
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the
statements made therein, in light of the circumstances under which they are
made, not misleading, except that no representation is made by Parent or
Purchaser with respect to information supplied in writing by the Company or
an affiliate of the Company expressly for inclusion therein. The Offer
Documents will comply as to form in all material respects with the
provisions of the Exchange Act and the rules and regulations of the SEC
thereunder.




          (2) None of the information supplied by Parent, Purchaser or any
affiliate of Parent or Purchaser for inclusion in the Proxy Statement or
the Schedule 14D-9 will, at the date of filing with the SEC, and, in the
case of the Proxy Statement, at the time the Proxy Statement is mailed and
at the time of the Special Shareholders Meeting, contain any untrue
statement of a material fact or omit to state any material fact required to
be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading.



     11. Termination. This Agreement, and all rights and obligations of the
parties hereunder (other than those set forth in Section 12(a)), shall
terminate upon the earlier of: (i) the Effective Time of the Merger, (ii) the
acceptance for payment of the Owned Shares by Parent or Purchaser in the Offer,
(iii) the failure of Purchaser timely to commence the Offer, (iv) the failure
of Purchaser timely to purchase all Owned Shares of the Shareholders in the
Offer or (v) the date upon which the Merger Agreement is terminated pursuant to
Section 7 thereof without the Merger having been consummated.



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12. Miscellaneous.




     (a) Costs and Expenses. Except as otherwise provided in this
Agreement, all costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the
party incurring such expenses.




     (b) Execution in Counterparts. For the convenience of the
parties, this Agreement and any amendments, supplements, waivers and
modifications may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
and the same document.




     (c) Assignment. This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties and their
respective successors, personal or legal representatives, executors,
administrators, heirs, distributees, devisees, legatees and permitted
assigns, but neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any party (whether by operation
of law or otherwise), in whole or in part, without the prior written
consent of the other parties; provided, that Parent or Purchaser may assign
any or all rights under this Agreement to any subsidiary of Parent, and
Purchaser may assign any or all rights under this Agreement to Parent.




     (d) Amendments and Waivers. This Agreement may not be amended,
changed, supplemented, or otherwise modified or terminated, except upon the
execution and delivery of a written agreement executed by the parties
hereto; provided, that each of Parent and Purchaser may waive compliance by
any other party with any representation, agreement or condition otherwise
required to be complied with by any other party under this Agreement or
release any other party from its obligations under this Agreement, but any
such waiver or release shall be effective only if in a writing executed by
Parent and Purchaser.




     (e) Notices. All notices and other communications hereunder shall
be in writing and shall be deemed given (i) upon transmitter’s confirmation
of a receipt of a facsimile transmission, (ii) confirmed delivery by a
nationally reputable standard overnight carrier or (iii) when delivered by
hand, addressed at the address for such party set forth below.



	 	 	 
	

	 	If to a Shareholder, to such Shareholder at the address set forth
beside its name on Schedule A hereto with a copy to:
	 
	 	 
	

	 	Galyan’s Trading Company, Inc.
	

	 	One Galyans Parkway
	

	 	Plainfield, Indiana 46168
	

	 	Fax: (317) 532-0269
	

	 	Attention: C. David Zoba, Executive Vice President, General
	

	 	Counsel and Secretary







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	 	and to:
	 
	 	 
	

	 	Drake S. Tempest, Esq.
	

	 	O’Melveny & Myers LLP
	

	 	Times Square Tower
	

	 	7 Times Square
	

	 	New York, NY 10036
	

	 	Fax: (212) 326-2061
	 
	 	 
	

	 	If to Parent or Purchaser, to:
	 
	 	 
	

	 	Dick’s Sporting Goods, Inc.
	

	 	200 Industry Drive
	

	 	RIDC Park West
	

	 	Pittsburg, Pennsylvania 15275
	

	 	Fax: (412) 490-1394
	

	 	Attention: William R. Newlin, Executive Vice President and Chief
	

	 	Administrative Officer
	 
	 	 
	

	 	With a copy to:
	 
	 	 
	

	 	Lewis U. Davis, Jr., Esq.
	

	 	Jeremiah G. Garvey, Esq.
	

	 	Buchanan Ingersoll PC
	

	 	One Oxford Centre
	

	 	300 Grant Street, 20th Floor
	

	 	Pittsburgh, PA 15219
	

	 	Fax: (412) 562-1041







or to such other address or facsimile number as the Person to whom notice
is given shall have previously furnished to the others in writing in the
manner set forth above.




     (f) Inadequate Remedy at Law; Specific Performance. Each
Shareholder acknowledges and agrees that in the event of any breach of this
Agreement, Parent would be irreparably and immediately harmed and could not
be made whole by monetary damages. It is accordingly agreed with respect to
any provision of this Agreement that (i) each Shareholder will waive, in
any action for specific performance, the defense of adequacy of a remedy at
law, and (ii) Parent shall be entitled, in addition to any other remedy to
which it may be entitled at law or in equity, to compel specific
performance of this Agreement.




     (g) Cumulative Rights, Powers and Remedies. All rights, powers and
remedies provided under this Agreement or otherwise available in respect
hereof at law or in equity shall be cumulative and not alternative, and the
exercise of any thereof by any party shall not preclude the simultaneous or
later exercise of any other such right, power or remedy by such party. The
failure of any party hereto to exercise any right, power or remedy provided



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under this Agreement or otherwise available in respect hereof at law
or in equity, or to insist upon compliance by any other party hereto with
its obligations hereunder, and any custom or practice of the parties at
variance with the terms hereof, shall not constitute a waiver by such party
of its right to exercise any such or other right, power or remedy or to
demand such compliance.




     (h) Entire Agreement; No Third Party Beneficiaries. This
Agreement, along with the specific references to the Merger Agreement,
constitutes the complete, final and exclusive agreement among the parties
and supersedes any and all prior agreements and understandings, written or
oral, among the parties heretofore made with respect to the subject matter
hereof. Nothing in this Agreement, express or implied, is intended to or
shall confer upon any other Person any rights, benefits or remedies of any
nature whatsoever under or by reason of this Agreement.




     (i) Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Indiana
without regard to any principles of conflict of laws. Each of the parties
hereto consents to submit itself to the personal jurisdiction of any
federal court located in the Northern District of Indiana or any Indiana
state court located in a county within the area comprising the Federal
District Court for the Northern District of Indiana in the event any
dispute arises out of this Agreement or the transactions contemplated by
the Merger Agreement, (ii) agrees that it shall not attempt to deny or
defeat such personal jurisdiction by motion or other request for leave from
any such court and (iii) agrees that it shall not bring any action relating
to this Agreement or the transactions contemplated by the Merger Agreement
in any court other than a federal or state court sitting in the Federal
District Court for the Northern District of Indiana or a county within the
area comprising the Federal District Court for the Northern District of
Indiana.




     (j) Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT
ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING
OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH
PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 12(j).



11









 






     (k) Severability. If any term, provision, covenant or restriction
contained in this Agreement is held by a court or a federal or state
regulatory agency of competent jurisdiction to be invalid, void or
unenforceable under any rule of law in any particular respect or under any
particular circumstances, the remainder of the terms, provisions and
covenants and restrictions contained in this Agreement shall remain in full
force and effect, and shall in no way be affected, impaired or invalidated.
If any provision of this Agreement is so broad as to be unenforceable, the
provision shall be interpreted to be only so broad as is enforceable.




     (l) Interpretation. The section and paragraph captions herein are for
convenience of reference only, do not constitute part of this Agreement and
shall not be deemed to limit or otherwise affect any of the provisions
hereof. The words “include,” “includes,” and “including” shall be deemed
to be followed by “without limitation” whether or not they are in fact
followed by such words or words of like import.




     (l) Publicity. The initial press release concerning the Offer and the
Merger shall be a joint press release from the Company and Parent and,
thereafter, except as otherwise required by law or the rules of the SEC,
the NYSE or NASDAQ, for so long as this Agreement is in effect, no party
shall, or shall permit any of their respective subsidiaries to, issue or
cause the publication of any press release or other public announcement
with respect to the transactions contemplated by this Agreement without the
consent of the other parties, which consent shall not be unreasonably
withheld; provided, however, that any party hereto may file a copy of this
Agreement and the related agreements with the SEC and the Purchaser and the
Parent may summarize the terms of this Agreement in the Purchaser’s tender
offer materials and in any oral solicitations made in accordance with
Regulation 14D promulgated by the SEC and in any other filings made by
Parent with the SEC.



     13. Shareholder Capacity. No Shareholder executing this Agreement nor
any partner, member, employee or Affiliate of a Shareholder who is or becomes
during the term hereof a director or officer of the Company makes any agreement
or understanding herein in his or her capacity as such a director or officer,
and this Agreement does not bind any partner, member, employee or Affiliate of
a Shareholder in such person’s capacity as a director of officer. Each
Shareholder executing this Agreement does so solely in such Shareholder’s
capacity as the owner of record and/or Beneficial Owner of the Owned Shares or
as having the power to vote or dispose of the Owned Shares and nothing herein
(including in Section 4) shall limit or affect any actions taken or omitted to
be taken by a Shareholder, or any partner, member, employee or Affiliate of a
Shareholder, in his or her capacity as an officer or director of the Company
(including, for the avoidance of doubt, any action in the discharge of
fiduciary duties in compliance with Section 5.1.3 of the Merger Agreement);
provided, that nothing in this Section 13 shall be deemed to permit any
Shareholder to take any action on behalf of the Company that is prohibited by
the Merger Agreement.



     14. Further Assurances. From time to time, at Parent’s or Purchaser’s
request and without further consideration, each Shareholder shall execute and
deliver such additional documents and take all such further lawful action as
may be necessary or desirable to consummate and make



12









 




effective, in the most expeditious manner practicable, the transactions
contemplated by this Agreement.




[Remainder of page intentionally left blank]




13









 








[Shareholder Signature Page to Shareholder Tender Agreement]




     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.



	 	 	 	 	 	 	 	 	 
	 	 	FS EQUITY PARTNERS IV, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By: FS Capital Partners LLC
	 	 	Its: General Partner
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	  /s/ John M. Roth
	 	 	 	 	 	 	

	

	 	 	 	 	 	Name:
	 	John M. Roth
	

	 	 	 	 	 	Title:	 	 
	

	 	 	 	 	 	 	 	








S-1









 






[Shareholder Signature Page to Shareholder Tender Agreement]




     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	LIMITED BRANDS, INC.
	 
	 	 	 	 	 	 
	 	 	By:	 	  /s/ Timothy J. Faber
	 	 	 	 	

	 	 	 	 	Name: Timothy J. Faber
	 	 	 	 	Title: Vice President Treasurer
	 
	 	 	 	 	 	 
	 	 	G TRADEMARK, INC.
	 
	 	 	 	 	 	 
	 	 	By:	 	  /s/ Timothy J. Faber
	 	 	 	 	

	 	 	 	 	Name: Timothy J. Faber
	

	 	 	 	Title:	 	 
	

	 	 	 	 	 	








S-2









 






[Parent’s and Purchaser’s Signature Page to Shareholder Tender Agreement]




	 	 	 	 	 	 	 
	 	 	DICK’S SPORTING GOODS, INC.
	 
	 	 	 	 	 	 
	 	 	By:	 	  /s/ William R. Newlin
	 	 	 	 	

	

	 	 	 	Name:
	 	William R. Newlin
	

	 	 	 	Title:
	 	Executive Vice President &
	

	 	 	 	 	 	Chief Administrative Officer
	 
	 	 	 	 	 	 
	 	 	DIAMONDBACKS ACQUISITION INC.
	 
	 	 	 	 	 	 
	 	 	By:	 	  /s/ William R. Newlin
	 	 	 	 	

	 	 	 	 	Name: William R. Newlin
	 	 	 	 	Title: President







S-3









 






SCHEDULE A




SHAREHOLDERS




	 	 	 	 	 	 	 
	 	 	 	 	NUMBER
	NAME
	 	ADDRESS
	 	OF SHARES

	FS Equity Partners IV, L.P.
	 	11100 Santa Monica Blvd	 	 	5,694,500	 
	 
	 	Suite 1900	 	 	 	 
	 
	 	Los Angeles, CA 90025	 	 	 	 
	Limited Brands, Inc.
	 	Three Limited Parkway	 	 	550,500	 
	 
	 	Columbus, OH 43230	 	 	 	 
	G Trademark, Inc.
	 	c/o Limited Brands, Inc.	 	 	3,350,000	 
	 
	 	Three Limited Parkway	 	 	 	 
	 
	 	Columbus, OH 43230	 	 	 	 









S-4