Exhibit 99.6
June 7, 2001
VIA TELEFAX AND OVERNIGHT DELIVERY
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The CIT Group/Business Credit, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: $300,000,000 financing for Gart Bros. Sporting Goods Company,
Sportmart, Inc., ▇▇▇▇▇▇'▇ Sporting Goods, Inc., ▇▇▇▇▇▇ Sporting Goods
Co., Oklahoma, ▇▇▇▇▇▇ Sporting Goods Co., Tennessee, ▇▇▇▇▇▇ Sporting
Goods Co., Louisiana, and ▇▇▇▇▇▇ Sporting Goods, Inc. - Services
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Ladies and Gentlemen:
This letter (the "Fee Letter") evidences the agreement of Gart Bros.
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Sporting Goods Company, Sportmart, Inc., ▇▇▇▇▇▇'▇ Sporting Goods, Inc., and
Subsidiaries of ▇▇▇▇▇▇'▇ Sporting Goods, Inc. signatories to the Financing
Agreement (collectively, the "Company") with respect to certain fees to be paid
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by the Company to The CIT Group/Business Credit, Inc. ("CITBC") in connection
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with the proposed $300,000,000 financing (the "Line of Credit") to be provided
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to the Company by a group of lenders as to which CITBC will act as agent (in
such capacity, the "Agent") pursuant to the terms of that certain Amended and
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Restated Financing Agreement among the Company, the lenders signatories thereto
and the Agent of even date herewith (the "Financing Agreement"). All
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capitalized terms used but not otherwise defined in this Fee Letter shall have
the meanings ascribed to such terms in the Financing Agreement.
1. The Company agrees to pay the following fees and expenses:
a. To induce CITBC, both as a Lender and as the Agent, to enter into the
Financing Agreement and to extend to the Company the Revolving Loans, the
Company hereby agrees to pay to the Agent, for the Agent's account only, a non-
refundable Loan Facility Fee in the amount of $1,190,000, (calculated on
syndication of $230,000,000 of the Line of Credit) which fee shall be earned in
full and due and payable in full upon execution of the Financing Agreement.
b. Upon the date of execution of the Financing Agreement and on each
Anniversary Date thereafter so long as the Financing Agreement is in effect, the
Company shall pay to the Agent, for the Agent's account only, a collateral
management fee of $150,000 per year. Such fee shall be fully earned on the date
of execution of the Financing Agreement or each such Anniversary Date, as the
case may be, when paid and shall not be refundable or rebateable by reason of
prepayment, acceleration upon an Event of Default or any other circumstances and
shall be retained notwithstanding any termination of the Financing Agreement.
Notwithstanding
the foregoing, the Agent shall rebate the prorated balance of the collateral
management fee paid by Gart Bros. Sporting Goods Company and Sportmart, Inc.
prior to the merger of ▇▇▇▇▇▇'▇ Sporting Goods, Inc. with and into GSC
Acquisition Corp., a wholly-owned subsidiary of Gart Sports Company.
c. Upon the date of execution of the Financing Agreement, the Company
shall pay to the Agent, for the Agent's account only, a non-refundable
syndication fee of three-eighths percent of the Line of Credit (i.e.,
$1,125,000). Such fee shall be fully earned and due and payable in full upon the
date of execution of the Financing Agreement.
2. The Company agrees that (a) Agent may increase the Revolver Non-Libor
Margin and/or the Revolver Libor Margin by no more than 50 basis points, and (b)
Agent may charge one or more additional loan facility fees (collectively
"Additional Loan Facility Fees") (and Company agrees to promptly pay any such
fee charged by Agent when due) in an aggregate amount not to exceed the sum of
.50% times the aggregate amount of the Line of Credit, in each such case without
any further agreement by the Company, if Agent determines such increases or
additional fees are reasonably required to (x) ensure the syndication of up to
$225,000,000 of the Line of Credit on terms acceptable to Agent, and (y) further
syndicate an additional $25,000,000 of the line of credit; provided, however,
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that all increases or additional fees imposed pursuant to subparagraph (a) or
(b) of this paragraph 2 with respect to the further syndication referenced in
subparagraph (y) of this paragraph 2 shall be paid to Agent for the sole benefit
of each additional Lender which acquires an interest in another Lender's rights
under the Financing Agreement pursuant to subparagraph (y) of this paragraph 2;
provided, further, that if the aggregate amount, as of any date of
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determination, of all Additional Loan Facility Fees exceed the sum of .25% times
the aggregate amount of the Line of Credit, then Agent will refund the lesser of
(1) $200,000, and (2) the difference between (A) the sum of all Additional Loan
Facility Fees and the Loan Facility Fee, and (B) .625% times the aggregate
amount of the Line of Credit.
3. By accepting delivery of this Fee Letter, the Company agrees that this Fee
Letter will not be disclosed by the Company to any person other than its
officers, directors, employees, accountants, attorneys and other advisors, and
then only on a "need to know" basis in connection with the transactions
contemplated by this Fee Letter and on a confidential basis (except that,
notwithstanding the foregoing, the Company may make such public disclosures as
it is required by law, in the opinion of its counsel, to make). The Company's
obligations hereunder with respect to confidentiality shall survive the
expiration or termination of the Financing Agreement or this Fee Letter.
Company hereby acknowledges and agrees that each fee payable hereunder is fully
earned and non-refundable on the date provided above and that each such fee
constitutes Obligations and is in addition to any other fees payable by Company
under the Financing Agreement or any Additional Document.
4. This Fee Letter is the Fee Letter referred to in the Financing Agreement,
shall be construed under and governed by the laws of the State of California,
and may be executed in any number of counterparts and by different parties on
separate counterparts. Each of such counterparts shall be deemed to be an
original, and all of such counterparts, taken together, shall
constitute but one and the same agreement. Delivery of an executed counterpart
of this letter by telefacsimile shall be equally effective as delivery of a
manually executed counterpart.
[Signature page follows]
Very truly yours,
GART BROS. SPORTING GOODS COMPANY, a
Colorado corporation, on behalf of itself and its
affiliates
By: _________________________________
Title: ______________________________
SPORTMART, INC., a Delaware corporation
By: _________________________________
Title: ______________________________
▇▇▇▇▇▇'▇ SPORTING GOODS, INC., a Delaware corporation
By: _________________________________
Title: ______________________________
▇▇▇▇▇▇ SPORTING GOODS CO., OKLAHOMA, a Texas
corporation
By: _________________________________
Title: ______________________________
▇▇▇▇▇▇ SPORTING GOODS CO., LOUISIANA, a Delaware
corporation
By: _________________________________
Title: ______________________________
▇▇▇▇▇▇ SPORTING GOODS CO., TENNESSEE, a Texas
corporation
By: _________________________________
Title: ______________________________
▇▇▇▇▇▇ SPORTING GOODS, INC. - SERVICES, a Delaware
corporation
By: _________________________________
Title: ______________________________
Accepted and agreed to
as of the date first above written:
THE CIT GROUP/BUSINESS CREDIT, INC.,
as Agent
By: _________________________________
Title: ______________________________