EXHIBIT 2.2 BUSINESS COMBINATION AGREEMENT
January 5, 1995
VIA FACSIMILE TRANSMISSION
Canstar Sports Inc.
5705 Ferrier Street
Suite 200
Montreal, Quebec
Canada
H4P 1N3
Dear Sirs:
We refer to the offer (the "Offer") to be made by NIKE
Acquisition Inc. (the "Offeror"), a wholly-owned Subsidiary
of NIKE, Inc. ("NIKE"), to purchase the outstanding common
shares ("Common Shares") of Canstar Sports Inc. ("Canstar")
which is to be set forth in an offer to purchase and
accompanying circular (collectively, the "Offering Circular")
to be mailed to shareholders of Canstar.
References to the "Lock-Up Agreement" in this letter
mean the letter agreement dated December 14, 1994 among NIKE
and Mr. and Mrs. Icaro Olivieri, 161709 Canada Inc., 101028
Canada Ltee., Norcim Holdings B.V., 161578 Canada Inc. and
Siminvest S.A. (collectively the "Selling Shareholders"), and
references to the "Conditions to the Offer" mean the
conditions set out in Schedule A to the Lock-up Agreement.
This letter (the "Agreement") constitutes the "Business
Combination Agreement" referred to in the Lock-up Agreement,
the entering into of which is a condition to the Offeror
taking up and paying for the Common Shares deposited under
the Offer.
The capitalized terms set forth below shall, for the
purposes of this Agreement and the Schedules, have the
following meanings:
"Audited Financial Statements" means the
consolidated balance sheet of Canstar and each of its
Subsidiaries as at December 31, 1993 and the accompanying
consolidated statements of income and retained earnings and
changes in financial position for the year then ended,
prepared in accordance with generally accepted accounting
principles applied on a consistent basis, including the notes
thereto, and the report of the auditors of Canstar thereon;
"Audited Statements Date" means December 31, 1993;
"Charge" means any security interest, lien,
charge, pledge, encumbrance, mortgage, adverse claim or title
retention agreement of any nature or kind;
"Expiry Time" means the expiry time of the Offer
as will be set forth in the Offering Circular, as the same
may be amended from time to time;
"Person" means any individual, partnership,
limited partnership, joint venture, syndicate, sole
proprietorship, company or corporation with or without share
capital, unincorporated association, trust, trustee,
executor, administrator or other legal personal
representative, regulatory body or agency, government or
governmental agency, authority or entity, however designated
or constituted;
"Subsidiaries" has the meaning attributed to such
term in the Canada Business Corporations Act as in effect on
the date hereof;
"Tax" and "Taxes" mean any federal, provincial,
state, local or foreign income, excise, gross receipts,
license, payroll, employment, severance, stamp, occupation,
premium, windfall profits, environmental, capital stock,
capital, franchise, profits, withholding, social security,
government pension plan, unemployment, health, disability,
real property, personal property, sales, use, transfer,
registration, customs, duties, value added, alternative or
add-on minimum, or other, tax, charge, levy or assessment of
any kind whatsoever, including any interest, penalty, fines
or addition thereto, whether disputed or not; and
"Unaudited Financial Statements" means the
consolidated balance sheet of Canstar and each of its
Subsidiaries as at September 30, 1994 and the accompanying
consolidated statements of operations and changes in
financial position for the nine months then ended.
1. Covenants of NIKE
1.1 Amendments of the Offer - In consideration of
the covenants of Canstar contained in this Agreement, NIKE
will cause the Offeror not to amend the terms or conditions
of the Offer except, if determined appropriate at any time by
NIKE, to increase the consideration payable thereunder or to
extend the Expiry Time, which may be extended by the Offeror
subject to and in accordance with the Lock-Up Agreement.
1.2 Employees of Canstar - NIKE agrees that
employees of Canstar or its Subsidiaries who become employees
of NIKE or any of its affiliates (including Canstar and its
Subsidiaries following the acquisition by the Offeror) will
initially be paid salaries not less than those which
currently apply and will participate in comparable bonus,
commission and benefits programs, and that all service with
Canstar or its Subsidiaries will be deemed service with NIKE
or such affiliate, as the case may be. Employees of Canstar
who are currently participants in Canstar's executive stock
option plan will, after one year following the first date of
take-up and payment for Common Shares under the Offer, be
eligible for participation in NIKE's stock option plans on a
basis consistent with NIKE's allocation of stock options for
executives.
2. Covenants of Canstar
2.1 Ordinary Course of Business - Canstar agrees
that, except with the prior approval of NIKE, which approval
will not be unreasonably withheld, during the period from the
date hereof until the completion of the Offer or the
termination of this Agreement, whichever is earlier, the
business and affairs of Canstar and its Subsidiaries shall be
operated in the ordinary course in substantially the same
manner as heretofore conducted and, in furtherance of the
foregoing:
(a) Canstar will not, and Canstar will
cause its Subsidiaries not to, split, combine or re-classify
the Common Shares or any other outstanding securities,
declare or pay any dividends on (other than a regular
quarterly cash dividend of $0.05 per Common Share payable no
earlier than February 28, 1995 to shareholders of record no
earlier than February 15, 1995) or make other distributions
or payments (whether in cash, stock, securities or property
or any combination thereof) in respect of the Common Shares
or any other outstanding securities or take or authorize any
action in order to implement any of the foregoing;
(b) Canstar will not, and Canstar will
cause its Subsidiaries not to, amend or authorize any
amendments to their respective articles or by-laws or similar
constituent documents;
(c) Canstar will not, and Canstar will
cause its Subsidiaries not to, reserve, set aside, issue,
authorize or propose or commit to the issuance (whether
through the allotment, reservation or issuance of or granting
options, warrants, commitments, subscriptions, rights to
purchase or otherwise) of any securities of Canstar (or the
relevant Subsidiary, as the case may be) including any Common
Shares or securities convertible into or exchangeable for, or
rights, warrants or options to acquire, any Common Shares
(other than the issuance of Common Shares pursuant to the
exercise of options to purchase Common Shares outstanding as
of the date hereof);
(d) Canstar will not, and will cause its
Subsidiaries not to, acquire or agree to acquire, by
amalgamating, merging, consolidating or entering into a
business combination with or purchasing or leasing
substantially all of the assets or otherwise of, any business
or undertaking or any corporation, partnership, association
or other business organization or division thereof except for
transactions which individually or in the aggregate are not
material to Canstar and its Subsidiaries taken as a whole;
(e) Canstar will not, and will cause its
Subsidiaries not to, sell, lease, transfer, mortgage or
otherwise dispose of or encumber any of its property or
assets, real or personal, that, individually or in the
aggregate, are material to Canstar and its Subsidiaries taken
as a whole except in the ordinary course of business
consistent with past practice;
(f) other than short term borrowings in
the ordinary course of business not exceeding existing bank
line limits, Canstar will not, and will cause its
Subsidiaries not to, incur indebtedness to third parties for
borrowed money or assume, guarantee, endorse or otherwise
become liable or responsible for the obligations of any
Person (other than a Subsidiary) or issue or sell any debt
security;
(g) Canstar will not, and will cause its
Subsidiaries not to, grant to any executive officers of
Canstar or any of its Subsidiaries any increase in
compensation or in severance or termination pay, or enter
into any employment agreement with any executive officer of
Canstar or any of its Subsidiaries except (i) as may be
required under employment and termination agreements in
effect as of the date hereof, (ii) for compensation increases
in the ordinary course of business consistent with past
practice, or (iii) amendments to stock option, stock purchase
or similar plans to ensure that Common Shares issuable or
held pursuant to such plans may be deposited pursuant to the
Offer or the Persons entitled to Common Shares under such
plans will otherwise receive the benefit of the Offer;
(h) except as otherwise contemplated
hereby and in the ordinary course of business, Canstar will
not, and will not permit any of its Subsidiaries to, enter
into, amend (except for amendments which are not material) or
terminate any existing agreements, covenants or contracts
which, individually or in the aggregate, are material to
Canstar and its Subsidiaries taken as a whole;
(i) Canstar shall (i) advise us, as soon
as practicable, of any matter which comes to its attention
which might constitute a "material change" (within the
meaning of the Securities Act (Ontario)) in the affairs of
Canstar and its Subsidiaries taken as a whole; and (ii)
advise us periodically of any matter which comes to its
attention which would have been disclosed in the
representations and warranties, attached as Schedule A to
this Agreement, had the matter occurred as of the date of
this Agreement;
(j) Canstar will, and will cause its
Subsidiaries to participate and co-operate in all reasonable
respects with us and use all reasonable efforts to assist us
to obtain such consents, permits and regulatory approvals as
may be necessary or desirable in connection with the
completion of the transactions contemplated by this Agreement
and the Offer;
(k) Canstar will not, and will cause each
of its Subsidiaries not to, resolve that it be wound up
(except for a transaction which is an ordinary course of
business for Canstar and its Subsidiaries, taken as a whole,
to which we have given our previous written consent, which
consent will not be unreasonably withheld) or appoint or
agree to the appointment of a liquidator, receiver or trustee
in bankruptcy for it or consent to an order by a court for
its winding up or dissolution;
(l) Canstar shall give us prompt notice of
(i) any notice of, or other communication relating to, a
default or event which, with notice or lapse of time or both,
would become a default, received by Canstar or any of its
Subsidiaries subsequent to the date of this Agreement and
prior to the Expiry Time, under any agreement, indenture or
instrument which is material to the businesses, operations or
financial condition of Canstar and its Subsidiaries, taken as
a whole, to which Canstar or any of its Subsidiaries is a
party or is subject and (ii) any material adverse change in
the businesses, operations or financial condition of Canstar
and its Subsidiaries, taken as a whole or the occurrence of
any event which, so far as reasonably can be foreseen at the
time of its occurrence, in Canstar's judgment, acting
reasonably, would result in any such change. Canstar shall
give prompt notice to NIKE of any notice or other
communication from any Person (other than a party to this
Agreement) alleging that the consent of such Person is or may
be required in connection with the transactions contemplated
by this Agreement, the Offer, the Offering Circular and the
Lock-Up Agreement;
(m) Canstar shall use its best efforts to
cause the exercise of all options issued and outstanding
under its employee stock option plans, prior to the Expiry
Time, including taking all such steps as may be required to
ensure that all unvested outstanding options shall have
vested prior to the Expiry Time; and
(n) Canstar and its Subsidiaries taken as
a whole shall not make any capital expenditure which
expenditure is inconsistent with the information previously
disclosed by Canstar to NIKE as set out in Schedule B, except
for capital expenditures Canstar or any of its Subsidiaries
is obligated to make pursuant to agreements in existence at
the date hereof.
2.2 Due Diligence Review - Canstar will permit NIKE
and its authorized representatives to have reasonable access
during normal business hours to all of Canstar's and its
Subsidiaries' personnel, assets, properties, books, records,
agreements and commitments and all material information with
respect to Canstar and its Subsidiaries as NIKE and its
authorized representatives may reasonably request.
2.3 Directors' Circular - It shall be a condition
of NIKE's obligation to make the Offer that a directors'
circular be issued by Canstar which recommends to
shareholders of Canstar that they accept the Offer, which
circular shall comply with applicable laws.
2.4 Change of Recommendation - NIKE acknowledges
that the board of directors of Canstar reserves the right to
vary or change its recommendation to the shareholders of
Canstar in the event that: (i) an offer or proposal to
acquire Common Shares at a consideration which is financially
superior to that provided under the Offer is made after the
date hereof; and (ii) the board of directors of Canstar have
been advised in writing by Canstar's outside special counsel,
Davies Ward & Beck, that its fiduciary obligations require
such variation or change in its recommendation and a copy of
such written advice is immediately provided to us.
2.5 No Solicitation. - Except in connection with a
transaction contemplated in paragraph 2.1, neither Canstar
nor any of its Subsidiaries, nor any of their respective
directors, officers, employees, representatives or agents,
shall, directly or indirectly: (i) solicit, initiate or
knowingly encourage the initiation of inquiries or proposals
of offers from any Person or Persons acting jointly or in
concert as defined in subsection 91(1) of the Securities Act
(Ontario) (such joint actors being hereinafter referred to as
a "Group") (other than NIKE and its affiliates) concerning
any sale of assets or shares of Canstar or any of its
Subsidiaries, or any amalgamation, merger, consolidation or
similar transaction, or any sale, lease, exchange or transfer
or any similar transaction, or any reorganization,
recapitalization, liquidation or winding-up of or similar
transaction, involving Canstar or any Subsidiary or division
of Canstar; or (ii) provide any confidential information to,
participate in any discussions or negotiations relating to
any such transaction with, or otherwise cooperate with or
assist or participate in any effort to take such action by,
any Person or Group; provided that Canstar may take an action
otherwise prohibited by clause (ii) if it is advised in
writing by Canstar's outside special counsel, Davies Ward &
Beck, that the fiduciary obligations of Canstar's board of
directors require such action and a copy of such written
advice is immediately provided to NIKE. Canstar shall
immediately advise NIKE if any such proposal or offer, or any
inquiry or contact with any Person or Group with respect
thereto, is made.
2.6 Fees and Expenses. - All fees, costs and
expenses incurred in connection with this Agreement, the
Offer, the Offering Circular and the Lock-Up Agreement and
the transactions contemplated hereby and thereby shall be
paid by the party incurring such cost or expense; provided,
however, Canstar shall be permitted to bear the expenses of
the Selling Shareholders (other than Mr. and Mrs. Olivieri)
in connection with the Lock-Up Agreement and the transactions
contemplated thereby subject to the limitation that all of
the expenses of the Selling Shareholders to be borne by
Canstar, together with Canstar's own expenses in connection
with this Agreement and the transactions contemplated hereby,
shall not exceed Cdn. $2,500,000. All such expenses paid by
Canstar shall be reasonable and shall be documented in a
manner satisfactory to NIKE, acting reasonably.
Notwithstanding the foregoing, Canstar shall be obligated to
pay to NIKE all fees, costs and expenses reasonably incurred
by NIKE, and documented in a manner satisfactory to Canstar,
acting reasonably, in connection with this Agreement, the
Offer, the Offering Circular and the Lock-Up Agreement and
the transactions contemplated hereby and thereby if:
(i) this Agreement is terminated by NIKE pursuant
to Section 5.3 hereof by reason of any of the Conditions to
the Offer set forth in clauses 3, 9, 10 or 11 of Schedule A
to the Lock-Up Agreement not having been satisfied by the
Expiry Time;
(ii) any Person or Group (other than NIKE and its
affiliates) acquires 20% or more of the outstanding Common
Shares of Canstar on a fully diluted basis (A) during the
period that this Agreement is in effect or (B) within four
months after the termination of this Agreement by Canstar
pursuant to paragraph 5.2 hereof, or by NIKE pursuant to
paragraph 5.4 hereof, if the Common Shares are acquired at a
price of at least Cdn.$27.50 per share in cash or other
consideration having a value of at least Cdn.$27.50;
(iii) (A) prior to the termination of this
Agreement by Canstar pursuant to paragraph 5.2 or paragraph
5.4 hereof, the board of directors of Canstar exercises its
right pursuant to paragraph 2.4 hereof to vary or change its
recommendation to the shareholders of Canstar with respect to
the Offer, and (B) no Common Shares are taken up under the
Offer; or
(iv) during the period that this Agreement is in
effect or within four months after the termination of this
Agreement by NIKE pursuant to paragraph 5.4, Canstar enters
into an agreement providing for the amalgamation, merger or
consolidation or similar transaction of Canstar with or into
any Person (other than NIKE and its affiliates) or the sale,
lease, exchange or transfer or any similar transaction of a
material portion of the assets of Canstar and its
Subsidiaries taken as a whole to any Person or Group (other
than NIKE and its affiliates) or any reorganization,
recapitalization, liquidation or winding-up of or similar
transaction involving Canstar or its Subsidiaries other than
a transaction permitted by paragraph 2.1 (the parties hereto
acknowledge that the inclusion of this clause shall not be
deemed to permit Canstar to enter into such an agreement,
subject to its rights to terminate this Agreement as provided
in paragraphs 5.2 and 5.4 hereof).
Provided in any case that the payments in clauses (i)-(iv),
above, shall not be made if NIKE shall have breached, in any
material respect, any of its material obligations hereunder
or under the Lock-up Agreement. Any payments to be made by
Canstar to NIKE on account of NIKE's fees, costs and expenses
shall be made two business days following NIKE providing to
Canstar a certificate of NIKE's Vice-President and Chief
Financial Officer as to the amount of such fees, charges and
expenses.
2.7 Subsequent Acquisition - If NIKE acquires
control of Canstar pursuant to the Offer, Canstar will assist
NIKE in acquiring 100% of the Common Shares of Canstar by way
of a subsequent acquisition transaction as described in the
Offering Circular.
3. Further Assurances
3.1 NIKE and Canstar hereby agree that each will
promptly furnish to the other such further documents and take
or cause to be taken such further actions as may be
reasonably required in order to implement the terms of this
Agreement and that each will execute and deliver such
instruments and documents as the other may reasonably require
in order to carry out the intent of this Agreement.
Additionally, Canstar shall make available to NIKE and its
representatives access to such financial and other
information as may reasonably be required to: (i) facilitate
filing of applications for requisite regulatory approvals;
(ii) comply with continuous disclosure obligations of NIKE
under applicable securities laws; or (iii) otherwise comply
with applicable laws.
4. Representations and Warranties
4.1 By NIKE - NIKE represents and warrants to
Canstar that, as of the date hereof:
(a) Incorporation - Each of NIKE and the
Offeror are corporations duly incorporated and validly
existing under their respective jurisdictions of
incorporation.
(b) Authority - Each of NIKE and the
Offeror has the corporate power and authority to enter into
this Agreement, to make the Offer, as applicable, and to
carry out the transactions contemplated hereby and by the
Offer. The execution and delivery of this Agreement by NIKE
and the consummation of the transactions contemplated hereby
and by the Offer have been duly and validly authorized by all
necessary corporate action by NIKE and the Offeror, as
applicable. This Agreement has been duly executed and
delivered by NIKE and constitutes a legal, valid and binding
obligation of NIKE.
(c) No Contravention - None of the
execution and delivery of this Agreement by NIKE, the making
of the Offer, the consummation of the transactions
contemplated hereby and by the Offer and compliance with any
of the provisions hereof will (i) conflict with or result in
any breach of any provision of the incorporating documents
and by-laws of NIKE or the Offeror, as applicable, (ii)
result in a violation or breach of, or constitute (with or
without due notice or lapse of time or both) a default (or
give rise to any right of termination, cancellation or
acceleration) under, any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, license,
contract, agreement or other instrument or obligation to
which NIKE or any of its Subsidiaries (including, without
limitation, the Offeror) is a party or by which any of them
or any of their properties or assets may be bound, or (iii)
violate any order, writ, injunction, decree, statute, rule or
regulation applicable to NIKE or any of its Subsidiaries
(including, without limitation, the Offeror) or any of their
properties or assets, except in the case of violations,
breaches or defaults which would not have a material adverse
effect on the business, operations or financial condition of
NIKE and its Subsidiaries, taken as a whole.
(d) Available Funds - NIKE has available funds
necessary to satisfy the obligations of the Offeror to
purchase the Common Shares pursuant to the Offer and will
ensure that such funds are provided to the Offeror on a
timely basis in order to permit it to purchase such shares.
4.2 By Canstar - Canstar represents and warrants to
NIKE that, as of the date hereof, each of the representations
and warranties made by it in Schedule A is true and correct.
5. Termination and Abandonment
5.1 Mutual Consent - This Agreement may be
terminated and abandoned at any time before the "Closing
Date" (as defined in the Lock-Up Agreement) by the mutual
consent, in writing, of both parties.
5.2 By Canstar - Canstar may terminate its
obligations under this Agreement (i) if the Offeror shall not
have taken up all Common Shares in accordance with the terms
of the Offer (as the same may be further amended or extended
from time to time in compliance with paragraph 1.1) and
satisfied its other purchase obligations under the Lock-up
Agreement by 4:30 p.m. (Pacific Standard Time) on February
16, 1995 (or such later date to which the Offer may be
extended, subject to and in accordance with the Lock-Up
Agreement); or (ii) at any time which is at least six
calendar days after the public announcement of a competing
proposal which Canstar's board of directors determines in the
exercise of its fiduciary obligations is more favourable to
Canstar's shareholders than the Offer, as the same may be
further amended prior to the expiry of such six-day period.
5.3 By NIKE - NIKE may terminate its obligations
under this Agreement if (i) any of the Conditions to the
Offer shall not have been satisfied or waived by 4:30 p.m.
(Pacific Standard Time) on February 9, 1995 (unless the Offer
is extended to a later date subject to and in accordance with
the Lock-Up Agreement in which case the relevant time shall
be the same time on the date to which the Offer is extended);
or (ii) Canstar or one of its Subsidiaries has been unable to
enter into an employment agreement on terms satisfactory to
NIKE, acting reasonably, with Pierre Boivin, President of
Canstar, prior to the Expiry Time; or (iii) an omission to
state a fact or combination of facts in response to the
representations contained in Schedule A hereto which, in the
reasonable opinion of NIKE, materially adversely affects the
business, operations or financial condition of Canstar and
its Subsidiaries, taken as a whole.
5.4 Material Default - Either party may terminate
its obligations under this Agreement if the other party is in
default of any material obligation under this Agreement.
6. General
6.1 Amendments, etc. - This Agreement may be
modified and any of the terms, covenants, representations,
warranties or conditions hereof may be waived, but only by
written instrument executed by each of NIKE and Canstar;
provided, however, that a party may in its discretion waive a
condition herein which is solely for its benefit without the
consent of the other. No waiver in any one or more instances
of rights pursuant hereto shall be deemed to be a further or
continuing waiver of any condition or any breach of any other
term, covenant, representation or warranty in this Agreement.
6.2 Entire Agreement - This Agreement (including
the schedules and exhibits attached hereto or delivered in
connection with this Agreement), together with the
Confidentiality Agreement between the Parties dated November
10, 1994, constitutes the entire agreement between the
parties with respect to the subject matter hereof and
supersedes all prior agreements, arrangements or
understandings with respect thereto.
6.3 Confidentiality - No public announcement
concerning this Agreement shall be made by a party hereto
without the consent of the other or except as may be required
by law.
6.4 Binding Effect - This Agreement shall be
binding upon and shall enure to the benefit of and be
enforceable by the parties hereto and their respective
successors. This Agreement shall not be assignable by either
party without the express written consent of the other.
6.5 Time of Essence - Time shall be of the essence
of this Agreement.
6.6 Remedies - Canstar acknowledges that NIKE will
be irreparably harmed and that there will be no adequate
remedy at law for a violation of any of the covenants or
agreements of Canstar that are contained in this Agreement.
It is accordingly agreed that, in addition to any other
remedies that may be available to NIKE upon the breach by
Canstar or any of its Subsidiaries of such covenants and
agreements, NIKE will have the right, without the necessity
of posting bond or security in connection therewith, to
obtain injunctive relief to restrain any breach or threatened
breach of such covenants or agreements or otherwise to obtain
specific performance of any of such covenants or agreements.
6.7 Notice - Any notice or other communication
required or permitted to be given hereunder shall be
sufficiently given if delivered or sent by telecopier or
facsimile transmission:
if to Canstar, to Canstar Sports Inc.;
5705 Ferrier Street
Suite 200
Montreal, Quebec
Canada
H4P 1N3
Attention: Mr. I. Olivieri
Fax: (514) 738-5178
with a copy to each of:
Sweibel, Novek
3449 avenue du Musee
Montreal, Quebec
Canada
H3G 2C8
Attention: Sydney Sweibel
Fax: (514) 849-1176
- - and -
Davies Ward & Beck
44th Floor
1 First Canadian Place
P.O. Box 63
Toronto, Ontario
Canada
M5X 1B1
_
Attention: Kevin Thomson
Fax: (416) 863-0871
if to NIKE, to NIKE, Inc.;
One Bowerman Drive
Beaverton, Oregon 97005
U.S.A.
Attention: Lindsay Stewart
Fax: (503) 644-6655
with a copy to each of:
Tonkon, Torp, Galen, Marmaduke & Booth
1600 Pioneer Tower
888 S.W. Fifth Avenue
Portland, OR 97204
U.S.A.
Attention: Brian Booth
Fax: (503) 274-8779
- - and -
Tory Tory DesLauriers & Binnington
Suite 3000, Aetna Tower
P.O. Box 270
Toronto-Dominion Centre
Toronto, Ontario
Canada
M5K 1N2
Attention: Gordon Coleman
Fax: (416) 865-7380
_
or at such other address as the party to which such notice
or other communication is to be given has last notified the
party giving the same in the manner provided in this section
and if so given shall be deemed to have been received on the
date of such delivery or sending.
6.8 Governing Law - This Agreement and the rights
and obligations of the parties hereto shall be governed by
and construed in accordance with the laws of the Province of
Ontario and the laws of Canada applicable therein.
6.9 Counterparts - This Agreement may be signed in
counterparts which together shall be deemed to constitute one
valid and binding agreement and delivery of the counterparts
may be effected by means of facsimile transmission from us to
you and from you to us.
Yours very truly,
NIKE, Inc.
By:
Lindsay D. Stewart
We hereby accept the foregoing this 5th day of January,
1995.
CANSTAR SPORTS INC.
By:
By: