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 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:

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                  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 by such Stockholder, and the consummation of the transactions

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