SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR THE LENDER MAY
OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS NOTE OR ANY
OTHER LOAN DOCUMENT AGAINST ANY OF THE BORROWERS OR ITS PROPERTIES IN THE COURTS
OF ANY JURISDICTION.
2
EACH OF THE BORROWERS IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO
ABOVE. EACH OF THE BORROWERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
Each Borrower makes the following waiver knowingly, voluntarily, and
intentionally, and understands that the Agents and the Lender, in the
establishment and maintenance of their respective relationship with the
Borrowers contemplated by this Note, are each relying thereon. EACH BORROWER,
EACH GUARANTOR, ENDORSER AND SURETY, AND THE LENDER, BY ITS ACCEPTANCE HEREOF,
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT
OR ANY OTHER THEORY). EACH BORROWER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE AGENTS AND THE LENDER HAVE BEEN
INDUCED TO ENTER INTO THE CREDIT AGREEMENT AND THIS NOTE BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN.
[SIGNATURE PAGES FOLLOW]
3
IN WITNESS WHEREOF, the Borrowers have caused this Note to be duly executed
as of the date set forth above.
BORROWERS:
BIG 5 CORP.
By:
Name:
Title:
BIG 5 SERVICES CORP.
By:
Name:
Title:
Signature Page to Note
EXHIBIT C-2
FORM OF SWING LINE NOTE
SWING LINE NOTE
$20,000,000
, 2010
FOR VALUE RECEIVED, the undersigned (individually, a "Borrower" and,
collectively, the "Borrowers"), jointly and severally promise to pay to the
order of WELLS FARGO BANK, NATIONAL ASSOCIATION (hereinafter, with any
subsequent holders, the "Swing Line Lender"), One Boston Place, 18th Floor,
Boston, Massachusetts 02108, the principal sum of TWENTY MILLION DOLLARS
($20,000,000), or, if less, the aggregate unpaid principal balance of Swing Line
Loans made by the Swing Line Lender to or for the account of any Borrower
pursuant to the Credit Agreement dated as of October 18, 2010 (as amended,
modified, supplemented or restated and in effect from time to time, the "Credit
Agreement") by and among (i) the Borrowers, (ii) Big 5 Sporting Goods
Corporation, as Parent, (iii) Wells Fargo Bank, National Association, as
administrative agent (in such capacity, the "Administrative Agent") for