Stockholders' Agreement (2001)Full Document 

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                            STOCKHOLDERS' AGREEMENT

          STOCKHOLDERS' AGREEMENT, dated as of July 9, 2001, among Broder Bros.,
Co., a Michigan corporation ("Buyer"), FLD Acquisition Corp., a Georgia
corporation and a wholly owned subsidiary of Buyer ("Merger Subsidiary"), and
the stockholders of Full Line Distributors, Inc., a Georgia corporation (the
"Company"), who are listed on and execute the signature pages attached hereto
(each a "Stockholder" and, collectively, the "Stockholders").   Capitalized
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terms used herein and not otherwise defined shall have the meanings assigned to
them in the Merger Agreement (as defined below).

                                R E C I T A L S

          WHEREAS, Buyer, Merger Subsidiary and the Company propose to enter
into an Agreement and Plan of Merger (as the same may be amended or
supplemented, the "Merger Agreement") providing for, among other things:  (i)
the making of a cash tender offer (as such offer may be amended from time to
time as permitted under the Merger Agreement, the "Offer") by Merger Subsidiary
for all the outstanding shares (the "Shares") of common stock, no par value, of
the Company (the "Common Stock") and (ii) the merger of Merger Subsidiary with
and into the Company (the "Merger"), upon the terms and subject to the
conditions set forth in the Merger Agreement;

          WHEREAS, each Stockholder is the record owner of the number of shares
of Common Stock set forth on his, her or its signature page attached hereto
(such shares of Common Stock, together with any other shares of capital stock of
the Company acquired by such Stockholder after the date hereof and during the
term of this Agreement (including through the exercise of any stock options,
warrants or similar instruments), being collectively referred to herein as the
"Subject Shares" of such Stockholder); and

          WHEREAS, as a condition to their willingness to enter into the Merger
Agreement, Buyer and Merger Subsidiary have requested that each Stockholder
enter into this Agreement.


          NOW, THEREFORE, to induce Buyer and Merger Subsidiary to enter into,
and in consideration of their entering into, the Merger Agreement, and in
consideration of the premises and the representations, warranties and agreements
contained herein, the parties agree as follows:

          1.   Agreement to Tender.

          (a)  Each Stockholder hereby agrees severally (and not jointly) to
accept the Offer with respect to all of the Subject Shares of the Stockholder
and to tender (or cause the record owner of such Shares to tender) all of his,
her or its Subject Shares into the Offer. Such tender shall be made within 10
business days following the date hereof and shall not be withdrawn. Subject to
Section 9 below, (i) the obligation of any Stockholder to tender and not
withdraw his, her or its Subject Shares is conditioned only upon lawful
commencement of the Offer and otherwise is unconditional and (ii) immediately
following the purchase of any Shares in the Offer, Merger Subsidiary shall
purchase all Subject Shares not purchased in the Offer, if any.

          (b)  Notwithstanding the foregoing, no Stockholder shall be required
to tender his, her or its Subject Shares, not withdraw his, her or its Subject
Shares or otherwise sell his, her or its Subject Shares in accordance with the
terms of this Agreement in the event that, without the prior written consent of
such Stockholder, any of the following has occurred: (i) a decrease in the Offer
Price or change in the form of consideration payable in the Offer, (ii) a
decrease in the number of Shares sought in the Offer, (iii) an amendment or
waiver of the Minimum Condition, (iv) the imposition of additional conditions to
the Offer or amendment to any condition to the Offer that is adverse in any
material respect to the holders of the Shares, (v) an amendment of any other
term of the Offer in any manner adverse in any material respect to the holders
of Shares or (vi) an extension of the expiration date of the Offer which
requires the consent of the Company under the Merger Agreement.

          (c)  Merger Subsidiary shall be entitled to deduct and withhold from
the consideration otherwise payable pursuant to this Agreement such amounts as
may be required to be deducted and withheld with respect to the making of such
payment under the Internal Revenue Code of 1986, as amended, or under any
provision of state, local or foreign tax law.

          (d)  Each of the Stockholders hereby permits Buyer and Merger
Subsidiary to publish and disclose in the Offer Documents (as such term is
defined in Section 1.01(c) of the Merger Agreement) his, her or its identity and
ownership of Subject Shares and the nature of his, her or its commitments,
arrangements and understandings under this Agreement.

          2.   Representations and Warranties of Each Stockholder.  Each
Stockholder hereby, severally and not jointly,  represents and warrants to Buyer
and Merger Subsidiary as of the date hereof, in respect of himself, herself or
itself as follows (except as to those matters set forth immediately following
such Stockholder's signature):

          (a)  Authority. Such Stockholder has all requisite power and authority
to execute and deliver this Agreement and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this Agreement

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