Exhibit 99(a)
DISTRIBUTION AND SERVICES AGREEMENT
dated as of
November 17, 1994
between
INTERCO INCORPORATED
and
CONVERSE INC.
and the
OTHER ENTITIES LISTED
ON THE SIGNATURE PAGES HEREOF
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS . . . . . . . . . . . 2
Section 1.01. Definitions . . . . . . . . . . . . . . . . . 2
ARTICLE II
THE DISTRIBUTION . . . . . . . . . . 6
Section 2.01. Cooperation Prior to the Distribution . . . . 6
Section 2.02. INTERCO Board Action; Conditions Precedent to
the Distribution . . . . . . . . . . . . . . . 7
Section 2.03. The Distribution . . . . . . . . . . . . . . . 8
Section 2.04. Sale of Fractional Shares and Odd Lot Shares . 8
Section 2.05. Fees and Expenses of Distribution Agent. . . . 9
ARTICLE III
TRANSITION ARRANGEMENTS . . . . . . . . 9
Section 3.01. Conduct of Converse Business Pending
Distribution . . . . . . . . . . . . . . . . . 9
Section 3.02. Revolving Credit Agreement . . . . . . . . . . 9
Section 3.03. Repayment of Allocable Debt . . . . . . . . . 9
Section 3.04. Intercompany Accounts . . . . . . . . . . . . . 9
Section 3.05. Certain Intellectual Property Matters . . . . 9
ARTICLE IV
INDEMNIFICATION . . . . . . . . . . 10
Section 4.01. Converse Indemnification of the INTERCO
Group . . . . . . . . . . . . . . . . . . . . 10
Section 4.02. INTERCO Indemnification of the Converse
Group . . . . . . . . . . . . . . . . . . . . 11
Section 4.03. Insurance and Third Party Obligations . . . . 11
SL01 222188.6 i
Page
ARTICLE V
INDEMNIFICATION PROCEDURES . . . . . . . 11
Section 5.01. Notice and Payment of Claims . . . . . . . . . 11
Section 5.02. Notice and Defense of Third-Party Claims . . . 11
ARTICLE VI
SERVICES . . . . . . . . . . . . 13
Section 6.01. Provision of Services . . . . . . . . . . . . 13
Section 6.02. Risk Management . . . . . . . . . . . . . . . 13
Section 6.03. Reimbursement . . . . . . . . . . . . . . . . 13
ARTICLE VII
EMPLOYEE MATTERS . . . . . . . . . . 14
Section 7.01. General . . . . . . . . . . . . . . . . . . . 14
Section 7.02. Supplemental Pension Plan . . . . . . . . . . 14
Section 7.03. Asset Transfers . . . . . . . . . . . . . . . 15
Section 7.04. Stock Options . . . . . . . . . . . . . . . . 15
Section 7.05. Health and Welfare Plans . . . . . . . . . . . 16
Section 7.06. Multiemployer Pension Plans . . . . . . . . . 16
Section 7.07. No Third Party Beneficiaries . . . . . . . . . 16
ARTICLE VIII
INTERCO GUARANTEES . . . . . . . . . 16
Section 8.01. Dunn & Bradstreet . . . . . . . . . . . . . . 16
ARTICLE IX
INFORMATION . . . . . . . . . . . 17
Section 9.01. Provision of Corporate Records . . . . . . . . 17
Section 9.02. Access to Information . . . . . . . . . . . . 17
SL01 222188.6 ii
Page
Section 9.03. Litigation Cooperation . . . . . . . . . . . . 17
Section 9.04. Reimbursement . . . . . . . . . . . . . . . . 17
Section 9.05. Retention of Records . . . . . . . . . . . . . 17
Section 9.06. Confidentiality . . . . . . . . . . . . . . . 18
ARTICLE X
MISCELLANEOUS . . . . . . . . . . . 18
Section 10.01. Expenses . . . . . . . . . . . . . . . . . . . 18
Section 10.02. Notices . . . . . . . . . . . . . . . . . . . 19
Section 10.03. Amendment and Waiver . . . . . . . . . . . . . 19
Section 10.04. Counterparts . . . . . . . . . . . . . . . . . 19
Section 10.05. Governing Law . . . . . . . . . . . . . . . . 19
Section 10.06. Entire Agreement . . . . . . . . . . . . . . . 19
Section 10.07. Parties in Interest . . . . . . . . . . . . . 20
Section 10.08. Tax Sharing Agreement; After-Tax Payments . . 20
Section 10.09. Further Assurances and Consents . . . . . . . 20
Section 10.10. Arbitration . . . . . . . . . . . . . . . . . 21
SL01 222188.6 iii
DISTRIBUTION AND SERVICES AGREEMENT
DISTRIBUTION AND SERVICES AGREEMENT ("Agreement") dated
as of November 17, 1994 by and between INTERCO INCORPORATED, a
Delaware corporation (together with its successors and permitted
assigns, "INTERCO") and Converse Inc., a Delaware corporation
(together with its successors and permitted assigns, "Converse"),
and the other entities listed on the signature pages hereof.
RECITALS
A. Converse is presently a wholly-owned subsidiary of
INTERCO.
B. The Board of Directors of INTERCO has determined
that it is in the best interest of INTERCO and the stockholders
of INTERCO to distribute (the "Distribution") to the holders of
INTERCO Common Stock (as defined herein) all of the outstanding
shares of Converse Common Stock (as defined herein).
C. It is the intention of the parties that the
Distribution will not be taxable to the stockholders of INTERCO
(pursuant to Section 355 of the Code (as defined herein)).
D. The parties have determined that it is necessary
and desirable to set forth the principal corporate transactions
required to effect the Distribution and to set forth other
agreements that will govern certain other matters following such
Distribution.
E. In connection with the Distribution, INTERCO is
concurrently herewith entering into the Tax Sharing Agreement (as
defined herein) with Converse and its subsidiaries.
F. INTERCO is entering into the Florsheim Distribution
Agreement (as defined herein) providing for a distribution of the
Florsheim Common Stock (as defined herein) in connection with the
Distribution.
NOW, THEREFORE, in consideration of the foregoing
premises and the mutual agreements, provisions and covenants
contained in this Agreement, the parties hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. As used herein, the
following terms have the following meaning:
"Action" means any claim, suit, arbitration, inquiry,
proceeding or investigation by or before any court, governmental
or other regulatory or administrative agency or commission or any
other tribunal.
"Allocable Debt" means that portion of the debt of
INTERCO and/or its subsidiaries allocated to members of the
Converse Group pursuant to the Allocation Agreement.
"Allocation Agreement" means that certain Allocation
Agreement dated January 27, 1993 by and among INTERCO, Converse
and other members of the INTERCO Group and the Converse Group.
"Ancillary Agreements" means all of the agreements,
instruments, understandings, assignments and other arrangements
entered into in connection with the transactions contemplated
hereby, including, without limitation, the Tax Sharing Agreement.
"Assumed Liabilities" means the Liabilities arising
from the conduct or operation of the Converse Business or the
ownership or use of assets or other activities in connection
therewith, whether arising before, on or after the Distribution
Date, including but not limited to the Allocable Debt, any
Liabilities arising in connection with the Form 10 or the
Registration Statement, and any Liabilities set forth or
referenced in the audited financial statements of Converse
included in the Form 10 or the Registration Statement.
Notwithstanding the foregoing, the Assumed Liabilities shall not
include (i) any debt of the INTERCO Group for money borrowed
(including but not limited to any such debt evidenced by a note,
debenture or other instrument) other than the Allocable Debt,
(ii) (X) any third party claims arising from the conduct or
operation of the Converse Business or the ownership or use of
assets in connection therewith prior to the Distribution Date if
and only to the extent that such claims ("Covered Claims") are
covered by the insurance of INTERCO (other than insurance related
to matters described in Article VII, which shall be dealt with as
described therein), (Y) any self-insured retention for such
Covered Claims that would be covered but for such retention, and
(Z) any letters of credit of INTERCO in favor of an insurance
carrier relating to such retention, (iii) any Liability
specifically retained by INTERCO pursuant to Article VII hereof
or (iv) any claims, losses, damages, demands, costs, expenses or
liabilities for any Tax (which shall be governed by the Tax
Sharing Agreement).
"Code" means the Internal Revenue Code of 1986, as
amended.
"Commission" means the Securities and Exchange
Commission.
"Converse Business" means the business of
manufacturing, wholesaling and retailing of footwear as conducted
by the Converse Group or any present or former subsidiary or
division thereof.
"Converse Bylaws" means the bylaws of Converse in the
form filed as an exhibit to the Form 10.
"Converse Certificate" means the restated certificate
of incorporation of Converse in the form filed as an exhibit to
the Form 10.
"Converse Common Stock" means the outstanding shares of
common stock, no par value, of Converse.
"Converse Group" means Converse and the Converse
Subsidiaries.
"Converse Liabilities" means all of (i) the Liabilities
of the Converse Group under this Agreement, (ii) the Assumed
Liabilities, and (iii) the Liabilities of the Converse Group
arising after the Distribution Date.
"Converse Subsidiaries" means Converse EMEA, Ltd.,
Converse Star I, Inc., Calzado Deportivo de Reynosa S.A.,
Converse Export Co., Limited, Converse Europe, Inc., Converse
Germany, Inc. Converse Benelux Holding Company, Inc., Converse
France, Inc., Converse Benelux, Inc., Converse Iberia, Inc.,
Converse Italy, Inc. and Converse All Star do Brasil Industria e
Comercio Ltda.
"Credit Facility" means a secured revolving credit and
term loan facility for Converse in the amount of $200 million for
(i) the repayment of a portion of the Allocable Debt, (ii) the
repayment of the MIFA Bonds, and (iii) Converse's capital
expenditures and any additional working capital needs following
the Distribution.
"Distribution Agent" means KeyCorp Shareholder
Services, Inc.
"Distribution Date" means the business day as of which
the Distribution shall be effective, as determined by the Board
of Directors of INTERCO or the Executive Committee thereof.
"Exchange Act" means the Securities Exchange Act of
1934, as amended.
"Florsheim" means The Florsheim Shoe Company, a
Delaware corporation and a wholly-owned subsidiary of INTERCO.
"Florsheim Common Stock" means the Common Stock, no par
value, of Florsheim.
"Florsheim Credit Facility" means a secured credit
facility for Florsheim in the amount of $75 million.
"Florsheim Distribution" means the distribution of
Florsheim Common Stock to the shareholders of INTERCO pursuant to
the Florsheim Distribution Agreement.
"Florsheim Distribution Agreement" means that certain
distribution agreement by and among INTERCO, Florsheim and the
subsidiaries of Florsheim relating to the distribution of
Florsheim Common Stock by INTERCO to the shareholders of INTERCO.
"Florsheim Form 10" means the registration statement on
Form 10 filed by Florsheim with the Commission to effect the
registration of the Florsheim Common Stock pursuant to the
Exchange Act, as such registration statement may be amended from
time to time.
"Florsheim Notes" means the senior notes of Florsheim
being offered pursuant to the Florsheim Registration Statement.
"Florsheim Notes Registration Statement" means the
registration statement on Form S-1 under the Securities Act
concerning the public offering of up to $85 million in Florsheim
Notes.
"Form 10" means the registration statement on Form 10
filed by Converse with the Commission to effect the registration
of the Converse Common Stock pursuant to the Exchange Act, as
such registration statement may be amended from time to time.
"Group" means either the Converse Group or the INTERCO
Group.
"Indemnifiable Loss" has the meaning set forth in
Section 4.01.
"Information Statement" means the information statement
to be sent to each holder of INTERCO Common Stock in connection
with the Distribution.
"Initial Borrowing" means a borrowing by the Converse
Group under the Credit Facility in an amount equal to $75 million
plus an amount determined by INTERCO to be equal to the seasonal
working capital needs of the Converse Group as of the
Distribution Date.
"INTERCO Common Stock" means the outstanding shares of
common stock, no par value, of INTERCO.
"INTERCO Group" means INTERCO and its direct or
indirect subsidiaries (other than any member of the Converse
Group), including without limitation Florsheim and its direct or
indirect subsidiaries.
"INTERCO Liabilities" means all of (i) the Liabilities
of INTERCO under this Agreement, (ii) the Liabilities of the
INTERCO Group (other than any Converse Liabilities), whether
arising before, on or after the Distribution Date, (iii) (X) any
claims arising from the conduct or operation of the Converse
Business or the ownership or use of assets in connection
therewith prior to the Distribution Date if and only to the
extent that such claims ("Covered Claims") are covered by the
insurance of INTERCO (other than insurance related to matters
described in Article VII, which shall be dealt with as described
therein), (Y) any self-insured retention for such Covered Claims
that would be covered but for such retention, and (Z) any letters
of credit of INTERCO in favor of an insurance carrier relating to
such retention, and (iv) any Liability specifically retained by
INTERCO pursuant to Article VII hereof.
"Liabilities" means any and all claims, debts,
liabilities and obligations, absolute or contingent, matured or
not matured, liquidated or unliquidated, accrued or unaccrued,
known or unknown, whenever arising, including all costs and
expenses relating thereto, and including, without limitation,
those debts, liabilities and obligations arising under this
Agreement, any law, rule, regulation, action, order or consent
decree of any governmental entity or any award of any arbitrator
of any kind, and those arising under any contract, commitment or
undertaking.
"MIFA Bonds" means $8 million of Massachusetts
Industrial Finance Agency bonds issued on behalf of Converse.
"Record Date" means the date determined by INTERCO's
Board of Directors or the Executive Committee thereof as the
record date for determining the stockholders of INTERCO entitled
to receive the Distribution.
"Registration Statement" means the registration
statement of Converse on Form S-1 under the Securities Act which
was filed on August 24, 1994.
"Securities Act" means the Securities Act of 1933, as
amended.
"Tax" shall have the meaning given to such term in the
Tax Sharing Agreement.
"Tax Sharing Agreement" means the Tax Agreement of even
date herewith among INTERCO, Converse and certain subsidiaries of
Converse, as amended from time to time.
"Transferred Employee" means all current employees and
former employees (including without limitation all terminated
employees, retirees, laid-off employees, employees on leave, or
employees on short-term or long-term disability) of the Converse
Group or any former subsidiary or division thereof.
ARTICLE II
THE DISTRIBUTION
Section 2.01. Cooperation Prior to the Distribution.
(a) INTERCO and Converse shall prepare, and INTERCO shall mail to
the holders of INTERCO Common Stock as of the Record Date, the
Information Statement, which shall set forth appropriate
disclosure concerning Converse, the Distribution and any other
appropriate matters. INTERCO and Converse shall also prepare,
and Converse shall file with the Commission, the Form 10, which
shall include or incorporate by reference the Information
Statement. INTERCO and Converse shall use reasonable efforts to
cause the Form 10 to become effective under the Exchange Act.
(b) INTERCO and Converse shall cooperate in preparing,
filing with the Commission and causing to become effective any
registration statements or amendments thereto that are
appropriate to reflect the establishment of or amendments to any
employee benefit and other plans contemplated by this Agreement.
(c) INTERCO and Converse shall take all such action as
may be necessary or appropriate under the securities or blue sky
laws of states or other political subdivisions of the United
States in connection with the transactions contemplated by this
Agreement.
(d) Converse shall prepare, file and pursue an
application to permit listing of the Converse Common Stock on the
New York Stock Exchange.
Section 2.02. INTERCO Board Action; Conditions
Precedent to the Distribution. INTERCO's Board of Directors or
the Executive Committee thereof shall, in its discretion,
establish the Record Date and the Distribution Date and any
appropriate procedures in connection with the Distribution. In
no event shall the Distribution occur unless the following
conditions shall, unless waived by INTERCO, have been satisfied:
(a) all necessary regulatory approvals shall have been
received;
(b) the Form 10 shall have become effective under the
Exchange Act;
(c) a favorable response shall have been received from
the Staff of the Commission with respect to INTERCO's no-action
request concerning, among other things, whether the Distribution
may be effected without registration of the Converse Common Stock
under the Securities Act and whether the Florsheim Distribution
may be effected without registration of the Florsheim Common
Stock under the Securities Act;
(d) Converse shall have arranged for the Credit
Facility;
(e) The Florsheim Notes Registration Statement shall
have become effective and the sale of the Florsheim Notes
pursuant thereto shall have been completed, Florsheim shall have
arranged for the Florsheim Credit Facility, and Florsheim shall
have repaid its allocated portion of the debt of INTERCO and/or
its subsidiaries as specified by the Florsheim Distribution
Agreement;
(f) The Florsheim Form 10 shall have become effective
under the Exchange Act and the Florsheim Distribution shall have
been formally approved by the INTERCO Board of Directors and
shall not have been abandoned or deferred;
(g) Converse shall have paid the Allocable Debt in
full in accordance with this Agreement;
(h) Converse's Board of Directors, as named in the
Form 10, shall have been elected by INTERCO, as sole stockholder
of Converse, and the Converse Certificate and Converse Bylaws
shall be in effect;
(i) the Converse Common Stock shall have been approved
for listing on the New York Stock Exchange, subject to official
notice of issuance;
(j) INTERCO's Board of Directors shall have formally
approved the Distribution and shall not have abandoned, deferred
or modified the Distribution at any time prior to the Record
Date;
(k) INTERCO's Board of Directors shall have received an
opinion of counsel satisfactory to it that the Distribution
should not be taxable to the stockholders of INTERCO (pursuant to
Section 355 of the Code);
(l) the transactions contemplated by Sections 3.02 and
3.03 shall have been consummated in all material respects and the
MIFA Bonds shall have been repaid;
(m) the Converse Group shall have obtained, or INTERCO
shall have obtained for the Converse Group, insurance (or binders
therefor) providing coverage to the Converse Group similar to the
coverage provided by insurance in place prior to the Distribution
Date; and
(n) the INTERCO Group (not including Florsheim and its
direct and indirect subsidiaries) shall have obtained refinancing
of its debt on terms acceptable to it in its sole discretion.
Section 2.03. The Distribution. On the Distribution
Date or as soon thereafter as practicable, subject to the
conditions set forth in this Agreement, INTERCO shall deliver to
the Distribution Agent a certificate or certificates representing
all of the then outstanding shares of Converse held by the
INTERCO Group, endorsed in blank, and shall instruct the
Distribution Agent, except as otherwise provided in Section 2.04,
to distribute to each holder of record of INTERCO Common Stock on
the Record Date a certificate or certificates representing one
share of Converse Common Stock for each three shares of INTERCO
Common Stock so held. Converse agrees to provide all
certificates for shares of Converse Common Stock that the
Distribution Agent shall require in order to effect the
Distribution.
Section 2.04. Sale of Fractional Shares and Odd Lot
Shares. The Distribution Agent shall not distribute (a) any
fractional share of Converse Common Stock ("Fractional Shares")
to any holder or (b) fewer than 100 shares of Converse Common
Stock ("Odd Lot Shares") to any holder who elects prior to a
specified date to have the Distribution Agent sell such Odd Lot
Shares for its account. The Distribution Agent shall aggregate
all such Fractional Shares and Odd Lot Shares and sell them in an
orderly manner after the Distribution Date in the open market
and, after completion of such sales, distribute a pro rata
portion of the proceeds from such sales, based upon the average
gross selling price of all such Converse Common Stock, less a pro
rata portion of the aggregate brokerage commissions payable in
connection with such sales, to each holder of INTERCO Common
Stock who would otherwise have received a Fractional Share or Odd
Lot Shares.
Section 2.05. Fees and Expenses of Distribution Agent.
The fees and expenses of the Distribution Agent, except as
provided in Section 2.04, shall be paid by INTERCO.
ARTICLE III
TRANSITION ARRANGEMENTS
Section 3.01. Conduct of Converse Business Pending
Distribution. (a) Prior to the Distribution Date, Converse or
any member of the Converse Group shall not, without the prior
consent in writing of INTERCO, make any public announcement,
issue any press release or distribute any prospectus (as defined
in the Securities Act) and each shall use its best efforts not to
take any action which may prejudice or delay the consummation of
the Distribution.
(b) Prior to satisfaction or waiver of the conditions
set forth in Section 2.02, the business of the Converse Group
shall be operated for the sole benefit of INTERCO and its
stockholders.
Section 3.02. Revolving Credit Agreement. On or prior
to the Distribution Date INTERCO shall obtain refinancing of its
current revolving credit agreement, the new terms of which shall
not constitute obligations of the Converse Group.
Section 3.03. Repayment of Allocable Debt. On or
prior to the Distribution Date, INTERCO shall contribute to
Converse's capital an amount equal to the Allocable Debt less the
difference between the net proceeds of the Initial Borrowing and
the amount needed to repay the MIFA Bonds. Immediately following
the establishment of the Credit Facility and the Initial
Borrowing thereunder, the Converse Group shall repay to the
lenders of the Allocable Debt an amount equal to the Allocable
Debt, upon which payment the Converse Group shall be released
from any and all claims or obligations arising under the
Allocation Agreement.
Section 3.04. Intercompany Accounts. Other than as
specifically described herein, all intercompany accounts as of
the Distribution Date will be cancelled.
Section 3.05. Certain Intellectual Property Matters.
(a) Except as otherwise set forth herein, after the Distribution
Date, neither Converse nor any member of the Converse Group shall
use the name "INTERCO" or any similar trademarks (collectively,
the "INTERCO Tradenames") or any tradename or trademark likely to
cause confusion with the INTERCO Tradenames.
(b) After the Distribution Date, the Converse Group
shall have the right to sell existing inventory and to use
existing brochures, packaging, labelling, containers, supplies,
advertising materials, technical data sheets and any similar
materials bearing any INTERCO Tradenames until the earlier of (i)
one year after the Distribution Date and (ii) the date existing
stocks are exhausted. The Converse Group shall have the right to
use the INTERCO Tradenames in advertising that cannot be changed
by the Converse Group using reasonable efforts for a period not
to exceed twelve months after the Distribution Date. The
Converse Group shall comply with all applicable laws or
regulations in any use of packaging or labelling containing the
INTERCO Tradenames.
(c) The Converse Group shall not be obligated to
change the INTERCO Tradenames on finished goods in inventory and
goods in the hands of dealers, distributors and customers at the
time of expiration of a time period set forth in (b) above.
(d) Converse agrees to use, and shall cause the other
members of the Converse Group to use, reasonable efforts to cease
using the INTERCO Tradenames on buildings, cars, trucks and other
fixed assets as soon as possible but in any event within a period
not to exceed one year after the Distribution Date.
(e) The obliteration of the INTERCO Tradenames shall
be deemed compliance with the Converse Group's covenants not to
use the INTERCO Tradenames pursuant to this Section 3.05.
(f) Except with the prior written consent of Converse,
after the Distribution Date neither INTERCO nor any member of the
INTERCO Group shall use the name "Converse" or any other
trademarks of the Converse Group (collectively the "Converse
Tradenames") or any tradename or trademark likely to cause
confusion with the Converse Tradenames.
ARTICLE IV
INDEMNIFICATION
Section 4.01. Converse Indemnification of the INTERCO
Group. Subject to Section 4.03, on and after the Distribution
Date, each member of the Converse Group shall jointly and
severally indemnify, defend and hold harmless the INTERCO Group,
and each of their respective directors, officers, employees and
agents (the "INTERCO Indemnitees") from and against any and all
damage, loss, liability and expense (including, without
limitation, reasonable expenses of investigation and reasonable
attorneys' fees and expenses in connection with any and all
Actions or threatened Actions) (collectively, "Indemnifiable
Losses") incurred or suffered by any of the INTERCO Indemnitees
and arising out of, or due to the failure of any member of the
Converse Group to pay, perform or otherwise discharge, any of the
Converse Liabilities.
Section 4.02. INTERCO Indemnification of the Converse
Group. Subject to Section 4.03, on and after the Distribution
Date, INTERCO shall indemnify, defend and hold harmless the
Converse Group, and each of their respective directors, officers,
employees and agents (the "Converse Indemnitees") from and
against any and all Indemnifiable Losses incurred or suffered by
any of the Converse Indemnitees and arising out of, or due to the
failure of any member of the INTERCO Group to pay, perform or
otherwise discharge, any of the INTERCO Liabilities.
Section 4.03. Insurance and Third Party Obligations.
Any indemnification pursuant to Sections 4.01 or 4.02 shall be
paid net of the amount of any insurance (other than any insurance
paid for by the applicable Indemnitee) or other amounts that
would be payable by any third party to the indemnified party in
the absence of this Agreement. It is expressly agreed that no
insurer or any other third party shall be (a) entitled to a
benefit it would not be entitled to receive in the absence of the
foregoing indemnification provisions, (b) relieved of the
responsibility to pay any claims to which it is obligated or (c)
entitled to any subrogation rights with respect to any obligation
hereunder.
ARTICLE V
INDEMNIFICATION PROCEDURES
Section 5.01. Notice and Payment of Claims. If any
INTERCO or Converse Indemnitee (the "Indemnified Party")
determines that it is or may be entitled to indemnification by
any party (the "Indemnifying Party") under Article IV (other than
in connection with any Action or claim subject to Section 5.02),
the Indemnified Party shall deliver to the Indemnifying Party a
written notice specifying, to the extent reasonably practicable,
the basis for its claim for indemnification and the amount for
which the Indemnified Party reasonably believes it is entitled to
be indemnified. After the Indemnifying Party shall have been
notified of the amount for which the Indemnified Party seeks
indemnification, the Indemnifying Party shall, within 30 days
after receipt of such notice, pay the Indemnified Party such
amount in cash or other immediately available funds (or reach
agreement with the Indemnified Party as to a mutually agreeable
alternative payment schedule) unless the Indemnifying Party
objects to the claim for indemnification or the amount thereof.
If the Indemnifying Party does not give the Indemnified Party
written notice objecting to such claim and setting forth the
grounds therefor within the same 30 day period, the Indemnifying
Party shall be deemed to have acknowledged its liability for such
claim and the Indemnified Party may exercise any and all of its
rights under applicable law to collect such amount.
Section 5.02. Notice and Defense of Third-Party
Claims. Promptly following the earlier of (a) receipt of notice
of the commencement by a third party of any Action against or
otherwise involving any Indemnified Party or (b) receipt of
information from a third party alleging the existence of a claim
against an Indemnified Party, in either case, with respect to
which indemnification may be sought pursuant to this Agreement (a
"Third-Party Claim"), the Indemnified Party shall give the
Indemnifying Party written notice thereof. The failure of the
Indemnified Party to give notice as provided in this Section 5.02
shall not relieve the Indemnifying Party of its obligations under
this Agreement, except to the extent that the Indemnifying Party
is prejudiced by such failure to give notice. Within 30 days
after receipt of such notice, the Indemnifying Party may (a) by
giving written notice thereof to the Indemnified Party,
acknowledge liability for and at its option elect to assume the
defense of such Third-Party Claim at its sole cost and expense or
(b) object to the claim of indemnification set forth in the
notice delivered by the Indemnified Party pursuant to the first
sentence of this Section 5.02; provided that if the Indemnifying
Party does not within the same 30 day period give the Indemnified
Party written notice objecting to such claim and setting forth
the grounds therefor or electing to assume the defense, the
Indemnifying Party shall be deemed to have acknowledged its
liability for such Third-Party Claim. Any contest of a Third-
Party Claim as to which the Indemnifying Party has elected to
assume the defense shall be conducted by attorneys employed by
the Indemnifying Party and reasonably satisfactory to the
Indemnified Party; provided that the Indemnified Party shall have
the right to participate in such proceedings and to be
represented by attorneys of its own choosing at the Indemnified
Party's sole cost and expense. If the Indemnifying Party assumes
the defense of a Third-Party Claim, the Indemnifying Party may
settle or compromise the claim without the prior written consent
of the Indemnified Party; provided that the Indemnifying Party
may not agree to any such settlement pursuant to which any such
remedy or relief, other than monetary damages for which the
Indemnifying Party shall be responsible hereunder, shall be
applied to or against the Indemnified Party, without the prior
written consent of the Indemnified Party, which consent shall not
be unreasonably withheld. If the Indemnifying Party does not
assume the defense of a Third-Party Claim for which it has
acknowledged liability for indemnification under Article IV, the
Indemnified Party may require the Indemnifying Party to reimburse
it on a current basis for its reasonable expenses of
investigation, reasonable attorney's fees and reasonable out-of-
pocket expenses incurred in defending against such Third-Party
Claim and the Indemnifying Party shall be bound by the result
obtained with respect thereto by the Indemnified Party; provided
that the Indemnifying Party shall not be liable for any
settlement effected without its consent, which consent shall not
be unreasonably withheld. The Indemnifying Party shall pay to
the Indemnified Party in cash the amount for which the
Indemnified Party is entitled to be indemnified (if any) within
15 days after the final resolution of such Third-Party Claim
(whether by the final nonappealable judgment of a court of
competent jurisdiction or otherwise) or, in the case of any
Third-Party Claim as to which the Indemnifying Party has not
acknowledged liability, within 15 days after such Indemnifying
Party's objection has been resolved by settlement, compromise or
the final nonappealable judgment of a court of competent
jurisdiction.
ARTICLE VI
SERVICES
Section 6.01. Provision of Services. Each party shall
make available to the other Party during normal business hours
and in a manner that will not unreasonably interfere with such
party's business, its financial, tax, accounting, employee
benefits and similar staff and services (collectively "Services")
whenever and to the extent that they may be reasonably required
in connection with the preparation of tax returns, audits,
claims, litigation or administration of employee benefit plans
and otherwise to assist in effecting an orderly transition
following the Distribution. The Services shall be provided for a
one year period following the Distribution Date.
Section 6.02 Risk Management. From the Distribution
Date until March 1, 1997, INTERCO shall provide Converse with
risk management services with respect to property and casualty
insurance, including without limitation loss control, claims
administration and policy administration, as historically
provided by INTERCO to Converse ("Risk Services"). It is
understood that Risk Services shall not be provided with respect
to any medical, disability or life insurance. Any premiums for
any insurance for the Converse Group shall be the sole liability
of and paid by Converse. Converse can terminate the Risk
Services at any time upon payment of any termination fees or
expenses associated with such cancellation.
Any first party claims pending or drafts in process
will be forwarded to Converse to reimburse it for losses to its
property or goods incurred prior to the Distribution Date.
Section 6.03. Reimbursement. A party providing
Services to the other party pursuant to this Article VI shall be
entitled to receive from the recipient upon the presentation of
invoices therefor, payment for all out-of-pocket costs and
expenses as may be reasonably incurred in providing such
Services. INTERCO and Converse recognize that, because of the
nature and volume of Services historically provided by INTERCO to
Converse, the value of the services provided by INTERCO to
Converse under this Article VI greatly exceed the value of the
services to be provided by Converse to INTERCO. Accordingly, in
view of this and the provision of Risk Services by INTERCO to
Converse, Converse shall pay to INTERCO $500,000 in total for the
Services and Risk Services, payable as follows: (i) $125,000 on
each of March 31, 1995, June 30, 1995, and September 30, 1995,
and (ii) $125,000 in total on December 31, 1994 and on the first
anniversary of the Distribution Date (the $125,000 total payment
to be prorated between such two dates based upon the number of
days from the Distribution Date through December 31, 1994, and
for the number of days from October 1, 1995 to the first
anniversary of the Distribution Date, respectively).
ARTICLE VII
EMPLOYEE MATTERS
Section 7.01. General. (a) Except as otherwise set
forth in this Article VII, (i) the INTERCO Group shall retain any
and all liabilities relating to or arising out of any employee
benefit, compensation, or welfare arrangement (a "Plan") in
respect of any employee ("INTERCO Employee") of INTERCO or its
subsidiaries who is not a Transferred Employee and (ii) the
INTERCO Group shall have no liability relating to or arising out
of any Plan in respect of Transferred Employees.
(b) All persons formerly entitled to rights or
benefits under The Londontown Pension Plan or The Londontown
Salesmen Pension Plan, which such plans were merged with the
Converse Inc. Retirement Plan ("Converse Retirement Plan") shall
continue to be entitled to their rights and benefits under the
Converse Retirement Plan. INTERCO shall transfer to Converse its
records concerning such persons and their benefits under the
Converse Retirement Plan as soon as practicable following the
Distribution Date. Converse shall assume and be responsible for
the administration of benefits under such plan to all such
persons following such transfer.
(c) Except as otherwise set forth in this Article VII,
any participant in the Plans maintained for Converse employees
prior to the Distribution Date (including without limitation the
Converse Inc. Retirement Plan, the Converse Inc. Thrift Savings
Plan or the Converse medical and dental plans) who continues as
an officer of INTERCO following the Distribution Date (but not as
an employee of Converse) ("Participant") will be treated as if he
retired or resigned as an employee of Converse as of the
Distribution Date for purposes of such Plans and Converse shall
retain all liability for any such Participant under all such
Converse Plans.
Section 7.02. Supplemental Pension Plan. The Converse
Group shall assume as of the Distribution Date all of the
obligations, if any, of the INTERCO Group to Transferred
Employees under supplemental pension or welfare plans,
arrangements or agreements with Transferred Employees, including
without limitation the INTERCO INCORPORATED Supplemental
Retirement Plan ("INTERCO Supplemental Plan") (other than with
respect to the Participant). For this purpose, Converse agrees
to establish a supplemental employee retirement plan containing
substantially the same terms as the INTERCO Supplemental Plan,
covering any Transferred Employee currently covered by such plan
(other than the Participant), and providing the same benefits to
such employee as such employee would have received had the
Distribution not occurred and the employee remained eligible
under the INTERCO Supplemental Plan until normal retirement age.
Section 7.03. Asset Transfers. The assets for the
Converse Retirement Plan and the Converse Inc. Defined
Contribution Pension Plan for Hourly Employees ("Converse Hourly
Plan") are currently held in trust pursuant to the INTERCO
INCORPORATED Master Pension Trust Agreement ("Master Trust").
Converse shall create a new trust (with sub-accounts) or trusts
to hold the assets of such Plans. An amount equal to the value
of the unit shares in the accounts in the Master Trust for the
Converse Retirement Plan and the Converse Hourly Plan at the end
of the month in which the Distribution Date occurs will be
transferred by INTERCO as soon as practicable following the end
of such month to such new trusts.
Section 7.04. Stock Options. (a) Any Transferred
Employees who hold options for INTERCO Common Stock ("INTERCO
Options") which are exercisable at the time of the Distribution
Date will be given the right, in lieu of exercising such options
for INTERCO Common Stock in accordance with their terms, to
exchange such options, in whole or in part, for options to
purchase Converse Common Stock ("Converse Options"). The number
of shares of Converse Common Stock purchasable under the Converse
Options to be received by a Transferred Employee who exercises
such right, the exercise price of such Converse Options, and the
other rights of option holders will be determined so as to at
least substantially preserve the economic gain or loss inherent
in the INTERCO Options being exchanged. Transferred Employees
who choose to exchange their exercisable INTERCO Options for
Converse Options and who have not exercised such options prior to
six months following the Distribution will be paid by Converse at
such time an amount in cash equal to 10% of any economic gain
inherent in the INTERCO Options exchanged.
(b) Any Transferred Employees who hold INTERCO Options
which are not exercisable at the time of the Distribution Date
(which options will therefore terminate unexercised) will be
granted new Converse Options following the Distribution Date.
The number of shares of Converse Common Stock purchasable under
the Converse Options to be received by such Transferred Employee,
the exercise price of such Converse Options, and the other rights
of option holders will be determined so as to substantially
preserve the economic gain or loss inherent in the INTERCO
options which terminate.
(c) In general, the terms and exercise dates of the
Converse Options granted to Transferred Employees hereunder shall
be the same as those for the INTERCO options previously held.
Section 7.05. Health and Welfare Plans. (a) The
Converse Group shall assume as of the Distribution Date all the
obligations, if any, of the INTERCO Group, whether existing on
the Distribution Date or arising thereafter, to provide coverage
and benefits for Transferred Employees under Title X of the
Consolidated Omnibus Budget Reconciliation Act of 1985 and
Section 4980B of the Code.
(b) Converse shall establish a plan qualified under
Section 125 of the Code, providing substantially the same
benefits as does the Flexible Compensation Plan for Employees of
INTERCO INCORPORATED and Its Operating Companies ("INTERCO
INCORPORATED BEST Plan"). INTERCO shall grant a royalty-free,
perpetual, non-exclusive license to Converse to use the name
"BEST Plan" in connection with the new Converse Section 125 plan
(including the right to use "BEST Plan" in conjunction with the
name "Converse" for such Plan) so long as the new Converse
Section 125 plan remains qualified under Section 125 of the Code.
Converse shall have no right whatsoever to sell, transfer, assign
or sublicense the name "BEST Plan" to any other person or use
such name in connection with any other use.
Section 7.06. Multiemployer Pension Plans. Converse
currently has no obligation to make contributions to any
multiemployer pension plan as such term is defined in Section
4001(a)(3) of ERISA (a "Multiemployer Plan"). Converse has never
had an obligation to contribute to a MultiEmployer Plan with
respect to employees working in the United States but has in the
past had an obligation to contribute to a Multiemployer Plan with
respect to employees working in Puerto Rico. The parties agree
that included within the definition of Assumed Liabilities is any
and all liability to any Multiemployer Plan to the extent that
such liability is attributable to contributions made to any such
Multiemployer Plan on behalf of any Transferred Employee
(including, without limitation, present or former employees of
any member of the Converse Group or any former subsidiary or
division of the Converse Group). Each member of the Converse
Group jointly and severally agrees that it will indemnify and
defend any member of the INTERCO Group from and against any such
liability.
Section 7.07. No Third Party Beneficiaries. Neither
Transferred Employees nor any current, former or retired employee
of any member of the INTERCO Group shall be entitled to enforce
the provisions of this Article 7 against the respective parties
as third party beneficiaries thereof.
ARTICLE VIII
INTERCO GUARANTEES
Section 8.01. Dun & Bradstreet. INTERCO agrees to
notify Dun & Bradstreet of the termination of INTERCO's ownership
of the Converse Group immediately after the Distribution Date.
The Converse Group agrees to take such ministerial actions as
INTERCO may reasonably request to notify any person who is a
beneficiary of any Dun & Bradstreet guarantee of the termination
of INTERCO's ownership of the Converse Group, and to certify to
such notification.
ARTICLE IX
INFORMATION
Section 9.01. Provision of Corporate Records. Each
Group shall arrange as soon as practicable following the
Distribution Date for the provision to the other Group of
existing corporate governance documents (e.g. minute books, stock
registers, stock certificates, documents of title, etc.) in its
possession relating to such other Group or its business and
affairs.
Section 9.02. Access to Information. From and after
the Distribution Date each Group shall afford the other Group and
its accountants, counsel and other designated representatives
reasonable access (including using reasonable efforts to give
access to persons or firms possessing information) and
duplicating rights during normal business hours to all records,
books, contacts, instruments, computer data and other data and
information in such Group's possession relating to the business
and affairs of such other Group (other than data and information
subject to an attorney/client or other privilege), insofar as
such access is reasonably required by such other Group including,
without limitation, for audit, accounting and litigation
purposes, as well as for purposes of fulfilling disclosure and
reporting obligations.
Section 9.03. Litigation Cooperation. Each Group
shall use reasonable efforts to make available to the other
Group, upon written request, its officers, directors, employees
and agents as witnesses to the extent that such persons may
reasonably be required in connection with any legal,
administrative or other proceedings arising out of the business
of the other Group prior to the Distribution Date in which the
requesting party may from time to time be involved.
Section 9.04. Reimbursement. Each Group providing
information or witnesses under Sections 9.01, 9.02 or 9.03 to the
other Group shall be entitled to receive from the recipient, upon
the presentation of invoices therefor, payment for all out-of-
pocket costs and expenses as may be reasonably incurred in
providing such information or witnesses.
Section 9.05. Retention of Records. Except as
otherwise required by law or agreed to in writing, each party
shall, and shall cause the members of its respective Group to,
retain all information relating to the other Group's business in
accordance with the past practice of such party. Notwithstanding
the foregoing, except as provided in the Tax Sharing Agreement,
any party may destroy or otherwise dispose of any information at
any time, provided that, prior to such destruction or disposal,
(a) such party shall provide no less than 90 days' prior written
notice to the other party, specifying the information proposed to
be destroyed or disposed of and (b) if the recipient of such
notice shall request in writing prior to the scheduled date for
such destruction or disposal that any of the information proposed
to be destroyed or disposed of be delivered to such requesting
party, the party proposing the destruction or disposal shall
promptly arrange for the delivery of such of the information as
was requested at the expense of the requesting party.
Section 9.06. Confidentiality. Each party shall hold
and shall cause its directors, officers, employees, agents,
consultants and advisors to hold in strict confidence, unless
compelled to disclose by judicial or administrative process or,
in the opinion of its counsel, by other requirements of law, all
information (other than any such information relating solely to
the business or affairs of such party) concerning the other party
(except to the extent that such information can be shown to have
been (a) in the public domain through no fault of such party or
(b) later lawfully acquired on a non-confidential basis from
other sources by the party to which it was furnished), and
neither party shall release or disclose such information to any
other person, except its auditors, attorneys, financial advisors,
bankers and other consultants and advisors who shall be advised
of and agree in writing to comply with the provisions of this
Section 9.06. Each party shall be deemed to have satisfied its
obligation to hold confidential information concerning or
supplied by the other party if it exercises the same care as it
takes to preserve confidentiality for its own similar
information.
ARTICLE X
MISCELLANEOUS
Section 10.01. Expenses. Except as specifically
provided in this Agreement (or the Tax Sharing Agreement, if
relevant), all costs and expenses incurred in connection with the
preparation, execution, delivery and implementation of this
Agreement and with the consummation of the transactions
contemplated by this Agreement (including transfer taxes and the
fees and expenses of all counsel, accountants and financial and
other advisors) shall be paid by the party incurring such cost or
expense. It is understood and agreed that the Converse Group
shall pay or be responsible for the initial fees payable to the
lenders and the agent under the Credit Facility. Notwithstanding
the foregoing, it is understood and agreed that the INTERCO Group
(not including Florsheim and its direct and indirect
subsidiaries) shall pay the legal, filing, accounting, printing
222188.6 18
and other accountable and out-of-pocket expenditures in
connection with the (i) preparation, printing and filing of the
Form 10, (ii) obtaining of the Credit Facility and
(iii) preparation, printing and filing of the Registration
Statement incurred in connection with its filing on August 24,
1994.
Section 10.02. Notices. All notices and communications
under this Agreement shall be in writing and any communication or
delivery hereunder shall be deemed to have been duly given when
received addressed as follows:
If to INTERCO, to:
INTERCO INCORPORATED
101 South Hanley Road
St. Louis, Missouri 63105
Attention: Secretary
If to Converse, to:
Converse Inc.
One Fordham Road
North Reading, MA 01864
Attention: Secretary
Any party may, by written notice so delivered to the other
parties, change the address to which delivery of any notice shall
thereafter be made.
Section 10.03. Amendment and Waiver. This Agreement
may not be altered or amended, nor may rights hereunder be
waived, except by an instrument in writing executed by the party
or parties to be charged with such amendment or waiver. No
waiver of any terms, provision or condition of or failure to
exercise or delay in exercising any rights or remedies under this
Agreement, in any one or more instances, shall be deemed to be,
or construed as, a further or continuing waiver of any such term,
provision, condition, right or remedy or as a waiver of any other
term, provision or condition of this Agreement.
Section 10.04. Counterparts. This Agreement may be
executed in one or more counterparts each of which shall be
deemed an original instrument, but all of which together shall
constitute but one and the same Agreement.
Section 10.05. Governing Law. This Agreement shall be
construed in accordance with, and governed by, the laws of the
State of Missouri, without regard to the conflicts of law rules
of such state.
Section 10.06. Entire Agreement. This Agreement,
together with the Ancillary Agreements, constitute the entire
understanding of the parties hereto with respect to the subject
matter hereof, superseding all negotiations, prior discussions
and prior agreements and understandings relating to such subject
matter. To the extent that the provisions of this Agreement are
inconsistent with the provisions of any Ancillary Agreements, the
provisions of such Ancillary Agreement shall prevail.
Section 10.07. Parties in Interest. None of the
parties hereto may assign its rights or delegate any of its
duties under this Agreement without the prior written consent of
each other party. This Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto and their
respective successors and permitted assigns. Nothing contained
in this Agreement, express or implied, is intended to confer any
benefits, rights or remedies upon any person or entity other than
the INTERCO Group and the Converse Group, and the INTERCO and
Converse Indemnitees under Articles IV and V hereof.
Section 10.08. Tax Sharing Agreement; After-Tax
Payments. (a) This Agreement shall not govern any Tax, and any
and all claims, losses, damages, demands, costs, expenses,
liabilities, refunds, deductions, write-offs, or benefits
relating to Taxes shall be exclusively governed by the Tax
Sharing Agreement.
(b) If at the time Converse is required to make any
payment to INTERCO under this Agreement INTERCO owes Converse any
amount under the Tax Sharing Agreement, then such amounts shall
be offset and the excess shall be paid by the party liable for
such excess. Similarly, if at the time INTERCO is required to
make any payment to Converse under this Agreement Converse owes
INTERCO any amount under the Tax Sharing Agreement, then such
amounts shall be offset and the excess shall be paid by the party
liable for such excess.
(c) Except as otherwise provided herein, any amount
payable under Section 4.01 of this Agreement shall be paid in an
"After-Tax Amount" (as defined in the Tax Sharing Agreement).
Section 10.09. Further Assurances and Consents. In
addition to the actions specifically provided for elsewhere in
this Agreement, each of the parties hereto will use its
reasonable efforts to (i) execute and deliver such further
instruments and documents and take such other actions as any
other party may reasonably request in order to effectuate the
purposes of this Agreement and to carry out the terms hereof and
(ii) take, or cause to be taken, all actions, and to do, or cause
to be done, all things, reasonably necessary, proper or advisable
under applicable laws, regulations and agreements or otherwise to
consummate and make effective the transactions contemplated by
this Agreement, including, without limitation, using its
reasonable efforts to obtain any consents and approvals and to
make any filings and applications necessary or desirable in order
to consummate the transactions contemplated by this Agreement;
provided that no party hereto shall be obligated to pay any
consideration therefor (except for filing fees and other similar
charges) to any third party from whom such consents, approvals
and amendments are requested or to take any action or omit to
take any action if the taking of or the omission to take such
action would be unreasonably burdensome to the party, its Group
or its Group's business.
Section 10.10 Arbitration. Resolution of any and all
disputes arising from or in connection with this Agreement,
whether based on contract, tort, statute or otherwise, including,
but not limited to, disputes over arbitrability and disputes in
connection with claims by third parties (collectively,
"Disputes") shall be exclusively governed by and settled in
accordance with the provisions of this Section 10.10; provided,
however, that nothing contained herein shall preclude either
party from seeking or obtaining (a) injunctive relief or (b)
equitable or other judicial relief to enforce the provisions
hereof or to preserve the status quo pending resolution of
Disputes hereunder. INTERCO or Converse (each a "Party") may
commence proceedings hereunder by delivering a written notice to
the other Party providing a reasonable description of the Dispute
to the other, and expressly requesting arbitration hereunder.
The parties hereby agree to submit all Disputes to arbitration
under the terms hereof, which arbitration shall be final,
conclusive and binding upon the parties, their successors and
assigns. The arbitration shall be conducted in St. Louis by
three arbitrators acting by majority vote (the "Panel") selected
by agreement of the Parties not later than ten (10) days after
delivery of the Demand or, failing such agreement, appointed
pursuant to the commercial arbitration rules of the American
Arbitration Association, as amended from time to time (the "AAA
Rules"). If an arbitrator so selected becomes unable to serve,
his or her successors shall be similarly selected or appointed.
The arbitration shall be conducted pursuant to the Federal
Arbitration Act and such procedures as the Parties may agree, or,
in the absence of or failing such agreement, pursuant to the AAA
Rules. Notwithstanding the foregoing: (a) each Party shall have
the right to audit the books and records of the other Party that
are reasonably related to the Dispute; (b) each Party shall
provide to the other, reasonably in advance of any hearing,
copies of all documents which a Party intends to present in such
hearing; (c) each party shall be allowed to conduct reasonable
discovery through written requests for information, document
requests, requests for stipulation of fact and depositions, the
nature and extent of which discovery shall be determined by the
Panel, taking into account the needs of the Parties and the
desirability of making discovery expeditious and cost effective.
All hearings shall be conducted on an expedited schedule, and all
proceedings shall be confidential. Either party may at its
expense make a stenographic record thereof. The Panel shall
complete all hearings not later than ninety (90) days after its
selection or appointment, and shall make a final award not later
than thirty (30) days thereafter. The award shall be in writing
and shall specify the factual and legal basis for the award. The
Panel shall apportion all costs and expenses of arbitration,
including the Panel's fees and expenses and fees and expenses of
experts, between the prevailing and non-prevailing Party as the
Panel deems fair and reasonable. Notwithstanding the foregoing,
in no event may the Panel award multiple, punitive or exemplary
damages.
THIS AGREEMENT CONTAINS BINDING ARBITRATION PROVISIONS WHICH MAY
BE ENFORCED BY THE PARTIES
IN WITNESS WHEREOF, the parties hereto have executed
and delivered this Agreement as of the day and year first above
written.
INTERCO INCORPORATED
By:David P. Howard
Name: David P. Howard
Title: Vice President
CONVERSE INC.
By:Donald J. Camacho
Name: Donald J. Camacho
Title: Senior Vice President
CONVERSE EMEA, LTD.
By:Jack A. Green
Name: Jack A. Green
Title: Vice President
CONVERSE STAR I, INC.
By:Jack A. Green
Name: Jack A. Green
Title: Vice President
CONVERSE EUROPE, INC.
By:Jack A. Green
Name: Jack A. Green
Title: Vice President
CONVERSE BENELUX HOLDING COMPANY, INC.
By:Jack A. Green
Name: Jack A. Green
Title: Vice President
CONVERSE EXPORT CO., LTD.
By:Jack A. Green
Name: Jack A. Green
Title: Vice President
CONVERSE GERMANY, INC.
By:Jack A. Green
Name: Jack A. Green
Title: Vice President
CONVERSE FRANCE, INC.
By:Jack A. Green
Name: Jack A. Green
Title: Vice President
CONVERSE BENELUX, INC.
By:Jack A. Green
Name: Jack A. Green
Title: Vice President
CONVERSE IBERIA, INC.
By:Jack A. Green
Name: Jack A. Green
Title: Vice President
CONVERSE ITALY, INC.
By:Jack A. Green
Name: Jack A. Green
Title: Vice President