Agreement to Be Bound to Stockholders Agreement by Benchmark Capital Partners IV, L.P. and Related Parties

Summary

This agreement, dated November 12, 1999, is between Benchmark Capital Partners IV, L.P. (and related entities) and the parties to the Stockholders Agreement of Galyan's Trading Company, Inc. Benchmark agrees that all its shares will be subject to the terms of the existing Stockholders Agreement, and it will have the same rights and obligations as other stockholders under that agreement. The document is governed by New York law and is acknowledged by all original parties to the Stockholders Agreement.

EX-4.2 3 0003.txt AGREEMENT TO BE BOUND - N0VEMBER 12, 1999 EXHIBIT 4.2 AGREEMENT TO BE BOUND November 12, 1999 To the Parties to the Stockholders Agreement dated as of August 31, 1999 Ladies and Gentlemen: Reference is made to the Stockholders Agreement, dated as of August 31, 1999 (as it may be amended from time to time, the "Stockholders Agreement") ---------------------- among Galyan's Trading Company, Inc. (the "Company"), FS Equity Partners IV, ------- L.P., The Limited, Inc. and G Trademark, Inc. Capitalized terms used herein and not defined therein have the meanings ascribed to them in the Stockholders Agreement. Benchmark Capital Partners IV, L.P. ("Benchmark") purchased shares of --------- Class A Common Stock from the Company pursuant to that certain Stock Purchase Agreement dated as of the date hereof. In consideration of the representations, covenants and agreements contained in the Stockholders Agreement, Benchmark hereby confirms and agrees that all Common Stock held by it shall be subject to, and Benchmark shall be bound by, all of the terms, conditions and provisions of the Stockholders Agreement applicable to Other Stockholders. The other parties to the Stockholders Agreement hereby acknowledge and agree that Benchmark shall have all of the rights of an Other Stockholder under the Stockholders Agreement. The term "Other Stockholder" and "Other Stockholders" as used in the Stockholders Agreement shall be deemed to apply to and include the undersigned. This letter shall be construed and enforced in accordance with the laws of the State of New York. This letter may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signature thereto and hereto were upon the same instrument. [Remainder of Page Intentionally Left Blank] Very truly yours, BENCHMARK CAPITAL PARTNERS IV, L.P. as nominee for Benchmark Capital Partners IV, L.P. Benchmark Founders' Fund IV, L.P. Benchmark Founders' Fund IV-A, L.P. and related individuals By: Benchmark Capital Management Co. IV, L.L.C. Its: General Partner By: --------------------------------- Name: Title: 2 ACKNOWLEDGED AND AGREED: FS EQUITY PARTNERS IV, L.P. By: FS CAPITAL PARTNERS, LLC Its: General Partner By: --------------------------------- Name: Title: THE LIMITED, INC. By: --------------------------------- Name: Title: G TRADEMARK, INC. By: --------------------------------- Name: Title: GALYAN'S TRADING COMPANY, INC. By: --------------------------------- Name: Title: 3