SETTLEMENT AGREEMENT
SETTLEMENT AGREEMENT, dated June 20, 1997, by
and among RIDDELL SPORTS INC. ("Riddell"), RHC LICENSING CORPORATION ("RHC"),
RIDDELL, INC., EQUILINK LICENSING CORPORATION ("Equilink"), RIDMARK CORPORATION
("Ridmark"), MacMARK CORPORATION ("MacMark"), NBD BANK, a Michigan banking
corporation, f/k/a NBD BANK, N.A. ("NBD"), MLC PARTNERS LIMITED PARTNERSHIP
("MLC"), ROBERT E. NEDERLANDER ("Nederlander"), LEONARD TOBOROFF ("Toboroff"),
JOHN McCONNAUGHY, JR. ("McConnaughy"), LISA J. MARRONI ("Marroni"), FREDERIC H.
BROOKS ("Brooks"), CONNECTICUT ECONOMICS CORPORATION ("CEC"), ROBERT WEISMAN
("Weisman"), BRUCE H. LEVITT, as Bankruptcy Trustee of M Holdings Corporation
("Levitt"), PAUL SWANSON, as Bankruptcy Trustee of MGS Acquisition, Inc. and
MacGregor Sports, Inc. ("Swanson"), OFFICIAL UNSECURED CREDITORS' COMMITTEE OF
MacGREGOR SPORTING GOODS, INC. ("Committee"), M Holdings CORPORATION, f/k/a/
MacGREGOR SPORTING GOODS, INC. ("MacGregor"), INNOVATIVE PROMOTIONS, INC.
("Innovative"), ERNEST WOOD, JR., HARRY WOOD, PURSUIT ATHLETIC FOOTWEAR, INC.
("Pursuit"), and RIDDELL ATHLETIC FOOTWEAR, INC. ("RAF").
WHEREAS, there is an action entitled Bruce H.
Levitt, as Trustee et al. v. Riddell Sports Inc., et al.,
Adv. Pro. No. 95-2261 (RG) (Case No. 89-01973) ("Levitt v. Riddell") pending in
the United States Bankruptcy Court for the District of New Jersey (the "New
Jersey Bankruptcy Court");
WHEREAS, there is an action entitled Innovative Promotions,
Inc., et al. v. Riddell Sports, Inc., et al., Adv. Pro. No. 94-02656 (RG) (Case
No. 89-01973) ("Innovative v. Riddell") pending in the New Jersey Bankruptcy
Court;
WHEREAS, there is an action entitled Bruce H. Levitt, Chapter
11 Trustee, and Official Unsecured Creditors' Committee v. Riddell Sports
Inc., Adv. Pro. No. 96-2630 (RG) (Case No. 89-01973) ("Committee v. Riddell")
pending in the New Jersey Bankruptcy Court;
WHEREAS, there is an appeal entitled Riddell, Inc. v.
Innovative Promotions, Inc. and Bruce H. Levitt, Trustee, Civ. No. 97-2665
("Riddell v. Innovative") pending in the United States District Court for the
District of New Jersey, which appeal is related to the bankruptcy case styled In
re MacGregor Sporting Goods, Inc., Case No. 89-01973 (the "MacGregor Bankruptcy
Case"), pending in the New Jersey Bankruptcy Court;
WHEREAS, there is an action entitled Riddell Sports Inc. v.
Frederic H. Brooks, 92 Civ. 7851 (S.D.N.Y.) (JGK) ("Riddell v. Brooks") pending
in the
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United States District Court for the Southern District of New York;
WHEREAS, there is an action entitled Riddell Sports Inc. v.
Robert Weisman, Index No. 96-13766 ("Riddell v. Weisman") pending in the Supreme
Court, State of New York, County of Westchester;
WHEREAS, there are jointly administered Chapter 11 cases
entitled In re Pursuit Athletic Footwear, Inc. and Riddell Athletic Footwear,
Inc., Case Nos. 95-1424 and 95-1425 (HSB) (the "Pursuit Cases") pending in the
United States Bankruptcy Court for the District of Delaware (the "Delaware
Bankruptcy Court") wherein Riddell, RHC and Ridmark have asserted objections
(hereinafter the "Riddell, Ridmark and RHC Objections") to the Debtors' Amended
Joint Plan of Reorganization;
WHEREAS, one or more of the Riddell Entities (as defined
below) filed claims in the MacGregor Bankruptcy Case (the "Riddell/MacGregor
Claim");
WHEREAS, one or more of the Riddell Entities (as defined
below) filed claims in the jointly administered Chapter 11 bankruptcy cases
styled In re Pursuit Athletic Footwear, Inc. and Riddell Athletic Footwear,
Inc., Case Nos. 95-1424 and 95-1425 (HSB) (the "Riddell/Pursuit Claim");
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WHEREAS, in light of the uncertainties of litigation and in
order to avoid the expense and delay that would necessarily attend litigation in
Riddell v. Brooks, Riddell v. Weisman, Levitt v. Riddell, Committee v. Riddell,
Innovative v. Riddell, and Riddell v. Innovative (collectively, the "Six
Actions") as well as the Riddell, Ridmark and RHC Objections, the
Riddell/MacGregor Claim and the Riddell/Pursuit Claim (the Six Actions along
with the Riddell, Ridmark and RHC Objections, the Riddell/MacGregor Claim and
the Riddell/Pursuit Claim are hereinafter referred to as the "Cases"), and any
appeals related thereto, and after evaluation of the claims, counter-claims,
cross-claims and third-party claims asserted in the Cases, and after
negotiations among all of the parties hereto (the "Parties"), and the Parties
(except for NBD, Swanson and Marroni) having entered into a memorandum of
understanding ("MOU"), dated June 3, 1997, the Parties have determined that
entering into this settlement agreement (the "Settlement Agreement") is in their
best interests and the best interests of the respective creditors and estates
of M Holdings Corp., MacGregor, MGS Acquisition, Inc., Pursuit, and RAF; and
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WHEREAS, the Riddell Entities (as defined below) have
represented that the injunctive relief set forth in Section 3(iv) of this
Settlement Agreement is essential to induce them to enter into this Settlement
Agreement;
NOW, THEREFORE, THE PARTIES TO THIS SETTLEMENT
AGREEMENT HAVE AGREED AS FOLLOWS:
1. Definitions.
Except as otherwise provided by a specific Section of this
Settlement Agreement, as used in this Settlement Agreement:
"Affiliate" or "affiliate" means, as to any person or entity,
any other person or entity that, directly or indirectly, controls, is controlled
by or is under common control with such person or entity or is a director or
officer of such person or entity. For purposes of this definition, the term
"control" (including the terms "controlling", "controlled by" and "under common
control with") of a person or entity means the possession, direct or indirect,
of either the power to vote ten percent (10%) or more of the securities having
ordinary voting power for the election of directors of such person or entity or
the power to direct or cause the direction of the management and policies of
such person
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or entity, whether through the ownership of voting securities, by contract or
otherwise.
"Claim" or "claim" means a claim, whether or not asserted, as
defined in section 101 of the Bankruptcy Code, 11 U.S.C. ss.ss. 101 et seq., as
amended.
"Final Order" means a court order or judgment the effect of
which has not been stayed, and as to which order (or any revision, modification
or amendment thereto) no appeal or request for any type of review, rehearing or
reconsideration is pending and for which the time to appeal or seek review,
rehearing, or certiorari has expired.
"Fraudulent Transfer Claims" means (i) any and all fraudulent
transfer, fraudulent conveyance or other avoidance or similar claims or causes
of action, whether known or unknown, based upon or in any manner arising from or
related to the Subject Transactions, and (ii) any and all rights or liens,
whether known or unknown, that any person (except NBD) heretofore, now or
hereafter possesses or may possess against any of the Riddell Entities, any of
the Riddell Related Entities, and/or the Released Property, based upon or in any
manner arising from or related to the Subject Transactions.
"Levitt" means Bruce H. Levitt, Chapter 11 Trustee of M
Holdings Corp., f/k/a MacGregor Sporting
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Goods, Inc., and any successor trustee or other estate representative approved
by the New Jersey Bankruptcy Court.
"License Agreement" means the license agreement by and among
RHC, Pursuit and others, dated February 15, 1994.
"Milco" means Milco Financial Services, Inc.
"Non-Riddell Entities" means Brooks, CEC,
Weisman, Levitt, Swanson, Committee, MacGregor, Innovative, Ernest Wood, Jr.,
Harry Wood, Pursuit, and RAF, collectively, and "Non-Riddell Entity" means any
of the foregoing entities, individually.
"Person" or "person" means an individual, corporation,
partnership, joint venture, association, joint stock company, trust, estate,
unincorporated organization, government (or agency or political subdivision
thereof) or other entity.
"Related Entities" means (i) with reference to an individual,
that individual's former or current employees, agents, partners, successors,
successors-in-interest, attorneys, heirs, executors and administrators, and (ii)
with reference to an entity other than an individual, that entity's former or
current officers, directors, chairman, co-chairman, employees, agents, parent
organizations, members, partners, affiliates, divisions,
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direct and indirect subsidiaries, branches, successors, successors-in-interest,
attorneys, executors and administrators.
"Released Property" means any and all interests in property,
whether tangible or intangible, transferred to any of the Riddell Entities
(including any of their predecessors in interest) in connection with the Subject
Transactions, and the proceeds, profits, products and offspring of any such
property in the possession, custody or control of any of the Riddell Entities
and/or the Riddell Related Entities.
"Riddell Entities" means Riddell, RHC, Riddell, Inc.,
Equilink, Ridmark, MacMark, All American Sports Corporation, Proacq Corporation,
Sharco Corporation, NBD, MLC, Nederlander, Toboroff, McConnaughy, and Marroni,
collectively, and "Riddell Entity" means any of the foregoing entities,
individually. For purposes of this Settlement Agreement, Brooks and/or CEC shall
not be considered a former officer, director, attorney, agent, representative,
employee or affiliate of any Riddell Entity or Riddell Related Entity or of any
such entity's predecessor in interest.
"Settlement Proceeds" means any monies received pursuant to
this Settlement Agreement by Levitt or any
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successor trustee or other person approved by the New Jersey Bankruptcy Court.
"Subject Transactions" means (i) all agreements and
transactions in which any of the Riddell Entities (including any of their
predecessors in interest) and/or their affiliates, on the one hand, and
MacGregor and/or any of MacGregor's present or former direct or indirect
subsidiaries, or other present or former affiliates (for purposes of this
definition as used in this Settlement Agreement only, Milco shall be deemed a
present or former affiliate of MacGregor), on the other hand, were parties,
including but not limited to the Asset Purchase Agreement among Riddellink
Holding Corporation ("Riddellink"), EN&T Associates, Inc. ("EN&T"), Netlink,
Inc. ("Netlink"), Riddell, Inc., Equilink Licensing Corp., MacGregor, and
MacGregor Team Sports, Inc. ("MTS"), dated April 11, 1988; letter, dated April
12, 1988 from MLC, agreed to and accepted by MacGregor; Agreement regarding
goodwill between Riddellink, EN&T, Netlink, Riddell, Inc., Equilink Licensing
Corp., MacGregor and MTS, dated April 18, 1988; Memorandum of Agreement
regarding Asset Purchase Agreement between MacGregor, MTS, Riddell, Inc.,
Equilink Licensing Corp., Riddellink, EN&T, and Netlink, dated April 18, 1988;
undated Supplemental Letter between EN&T and Riddell, Inc.; letter from Riddell,
Inc., agreed
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to and accepted by EN&T, dated April 1988; undated further agreement regarding
note between MacGregor, MTS, Riddell, Inc., Equilink Licensing Corp.,
Riddellink, EN&T, Netlink, and RHC; Bill of Sale and Assumption of Certain
Liabilities between Riddell, Inc. and EN&T, dated April 18, 1988; Assignment and
Assumption of License Agreements between Riddell, Inc. and EN&T, dated April 18,
1988; Assignment and Assumption of Contracts between Riddell, Inc. and EN&T,
dated April 18, 1988; Patent Assignment from Riddell, Inc. to EN&T, dated April
18, 1988; Assignment of Trademark in Canada by Riddell, Inc. to EN&T, dated
April 18, 1988; Assignment between Riddell, Inc. and EN&T, dated April 18, 1988;
Assignment of Trademarks from Riddell, Inc. to Ridmark, dated April, 1988;
Assignment and Assumption of License Agreement from Riddell, Inc. to Ridmark,
dated April 18, 1988; Assignment of Trademarks from Riddell, Inc. to Ridmark,
Corp., dated April, 1988; letter from MacGregor confirmed and agreed to by
Riddellink and RHC Licensing Corp., dated April 18, 1988; Assignment and
Assumption of License Agreement between MacGregor and MacMark Corp., dated April
18, 1988; Assignment and Assumption of License Agreement between Equilink
Licensing Corp., MTS and Netlink, dated April 18, 1988; Assignment and
Assumption of License Agreements between MacGregor, Equilink Licens-
10
ing Corp. and Netlink, dated April 18, 1988; Assignment of trademark in Taiwan
between MacGregor and MacMark Corp., dated April 18, 1988; Assignment of
Trademark in Canada between MacGregor and MacMark Corp., dated April 18, 1988;
Assignment of trademark applications in Venezuala by MacGregor to MacMark Corp.,
dated April 18, 1988; Assignment of trademark in Japan by MacGregor to MacMark
Corp., dated April 18, 1988; Agreement amending license rights agreement between
MacMark Corp., Netlink Corp., and MacGregor Sporting Goods, Inc., dated April
18, 1988; License Agreement between MacMark Corp. and MacGregor, dated April 18,
1988; letter from Riddellink to MacGregor regarding Brooks' employment, dated
April 18, 1988; Subordinated Promissory Note in the amount of $7,000,000 from
EN&T to MacGregor, dated April 18, 1988; Subordinated Promissory Note in the
amount of $1,500,000 from Netlink to MacGregor, dated April 18, 1988;
Subordinated Promissory Note in the amount of $439,000 from Riddellink to
MacGregor Sporting Goods, Inc., dated April 18, 1988; Unconditional Subordinated
Guarantee by Riddellink and Netlink to MacGregor, dated April 18, 1988;
Unconditional Subordinated Guarantee by Riddellink and EN&T to MacGregor, dated
April 18, 1988; Subordinated Security Agreement by EN&T to MacGregor, dated
April 18, 1988; Subordinate Security Agreement by Netlink to
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MacGregor, dated April 18, 1988; Subordination Agreement between NBD and
MacGregor, dated April 18, 1988; Purchase Price Reduction Agreement dated
September 29, 1988 between MacGregor, Riddell, Inc. and others; Substitute
Subordinated $1,657,500 Note to MacGregor and Collateral; Letter from MacGregor
agreed to and accepted by Equilink Licensing Corp. and others, dated September
29, 1988; Subordinated Note of Riddell, Inc. dated September 29, 1988;
Subordinated Guaranty by Equilink Licensing Corp., dated September 29, 1988;
Subordinated Guaranty of Riddellink, dated September 29, 1988; Subordinate
General Security Agreement by Equilink Licensing Corp., dated September 29,
1988; Subordinate General Security Agreement by Riddell, Inc., dated September
29, 1988; Intercreditor Agreement dated September 29, 1988 between MacGregor,
Riddell, Inc. and MLC; Subordination Agreement dated September 29, 1988 by and
between MLC, Riddellink and MacGregor; Agreement dated September 29, 1988
between MacGregor, Riddellink, MLC and others; February 2, 1989 letter agreement
between Riddellink, MacGregor and Emar, Ltd.; Undated letter agreement between
Riddellink, Milco and MacGregor; Letter agreement dated February 2, 1989 between
MacGregor, Riddellink and RHC Licensing Corp.; the License and Stock Purchase
Agreement made on the 2nd day of February 1989 by and among MacGregor Sporting
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Goods, Inc., RHC Licensing Corp. and Riddellink; the Assignment and Assumption
Agreement dated February 2, 1989 between MacGregor Sporting Goods, Inc. and RHC
Licensing Corp.; the Termination Agreement dated February 2, 1989 between
MacGregor Sporting Goods, Inc., Riddellink, and RHC Licensing Corp.; the Letter
dated September 29, 1988 from MacGregor agreed to and accepted by R Holdings
Corp., E Holdings Corp., MacGregor Team Sports, Inc., Riddell, Inc., Equilink
Licensing Corp., and Riddellink Holding Corporation; the Agreement dated
September 29, 1988 between MacGregor and MLC Partners Limited Partnership and
Frederic H. Brooks; the letter dated April 18, 1988 from Riddellink, RHC
Licensing Corp. and EN&T agreed to and accepted by Milco, IFS Corporation,
Riddell, Inc., MacGregor Sporting Goods Inc., and Ridmark, Inc.; letter from NBD
agreed to and accepted by Milco, IFS Corp. and Ridmark Corp., dated April 18,
1988; Agreement between IFS Corp., Independence Investment Management Corp.,
Milco, Gridiron Marketing Group, Inc., MacGregor Sports Enterprises, Inc.,
MacGregor and EN&T, dated April 18, 1988; the Assignment by Milco of the
"Riddell" Trademark, dated July 8, 1991; and the letter from Milco to Riddell
Sports, Inc., dated July 1991; (ii) all agreements and transactions to which
both (a) any Riddell Entity (including any of such entity's predecessor in
interest)
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and/or any of their affiliates, and (b) MacGregor and/or any of MacGregor's
present or former direct or indirect subsidiaries, or other present or former
affiliates, were parties; (iii) any amendments and/or modifications to any of
the foregoing transactions or agreements; and (iv) any other transactions or
agreements contemplated by or to which reference is made in any of the foregoing
transactions or agreements
2. Releases
(i) The releases in this Section 2 shall become effective upon
fulfillment of all of the Settlement Conditions (as defined in Section 11
herein). The releases in this Section 2 shall be null and void and of no force
and effect if any of the Settlement Conditions are not met.
(ii) For purposes of this Section 2 only, NBD shall not be
considered a Riddell Entity or a Riddell Related Entity.
(iii) Except as otherwise provided in Section 2(x) herein,
each of the Non-Riddell Entities, for itself and its legal successors and
assigns (and Levitt and Swanson on their own behalf, and to the fullest extent
permitted by law, on behalf of M Holdings Corp., MacGregor, MGS Acquisition,
Inc., and each of their
14
current and former direct and indirect subsidiaries and affiliates, and the
respective creditors and stockholders of each of them, and the predecessors,
successors, assigns and heirs of each of the foregoing), hereby forever releases
and discharges each of the Riddell Entities and each of the Riddell Entities'
respective Related Entities, from any and all obligations, contracts, claims,
demands, damages, liabilities, actions, causes of action, suits, debts, duties,
dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants,
controversies, agreements, variances, trespasses, judgments, extents, liens and
executions of every kind and nature whatsoever, whether now known or unknown,
liquidated or unliquidated, fixed or contingent (including any claims for
indemnification and contribution based on acts or occurrences prior to the date
of execution of this Settlement Agreement), which any of the Non-Riddell
Entities now has, owns, or holds, or at any time heretofore had, owned or held,
or could, shall or may hereafter have, own or hold against any of the Riddell
Entities and/or any of the Riddell Entities' Related Entities, based upon,
related to or arising by reason of any act, omission, transaction or occurrence
taken or occurring at any time up to and including the date hereof (the
"Non-Riddell Released Claims"), and each of the Non-Riddell Entities
15
shall not attempt, directly or indirectly, to enforce any such Non-Riddell
Released Claims against any person, entity or property, including but not
limited to the Released Property. Each of the Non-Riddell Entities represents
and warrants that it has not assigned or otherwise transferred any Non-Riddell
Released Claim released hereby and covenants that it will not bring, prosecute,
or join in any action based on any such Non-Riddell Released Claim.
(iv) Except as otherwise provided in Section 2(x) herein, each
of the Riddell Entities, for itself and its legal successors and assigns, hereby
forever releases and discharges each of the Non-Riddell Entities and each of the
Non-Riddell Entities' respective Related Entities, from any and all obligations,
contracts, claims, demands, damages, liabilities, actions, causes of action,
suits, debts, duties, dues, sums of money, accounts, reckonings, bonds, bills,
specialties, covenants, controversies, agreements, variances, trespasses,
judgments, extents, liens and executions of every kind and nature whatsoever,
whether now known or unknown, liquidated or unliquidated, fixed or contingent
(including any claims for indemnification and contribution based on acts or
occurrences prior to the date of execution of this Settlement Agreement), which
any of the Riddell Entities now has, owns,
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or holds, or at any time heretofore had, owned or held, or could, shall or may
hereafter have, own or hold against any of the Non-Riddell Entities and/or any
of the Non-Riddell Entities' Related Entities, based upon, related to or arising
by reason of any act, omission, transaction or occurrence taken or occurring at
any time up to and including the date hereof (the "Riddell Released Claims"),
and each of the Riddell Entities shall not attempt, directly or indirectly, to
enforce any such Riddell Released Claim against any person, entity or property.
Each of the Riddell Entities represents and warrants that it has not assigned or
otherwise transferred any Riddell Released Claim released hereby and covenants
that it will not bring, prosecute, or join in any action based on any such
Riddell Released Claim.
(v) Each of Committee, Levitt and Swanson on their own behalf,
and to the fullest extent permitted by law, on behalf of M Holdings Corp.,
MacGregor, MGS Acquisition, Inc., and each of their Related Entities, and the
respective creditors and stockholders of each of them, and the predecessors,
successors, assigns and heirs of each of the foregoing, hereby forever releases
and discharges Brooks and CEC and each of Brooks' and CEC's Related Entities
(except M Holdings Corp. and MacGregor), from any and all obligations,
contracts, claims, demands,
17
damages, liabilities, actions, causes of action, suits, debts, duties, dues,
sums of money, accounts, reckonings, bonds, bills, specialties, covenants,
controversies, agreements, variances, trespasses, judgments, extents, liens and
executions of every kind and nature whatsoever, whether now known or unknown,
liquidated or unliquidated, fixed or contingent (including any claims for
indemnification and contribution based on acts or occurrences prior to the date
of execution of this Settlement Agreement), which each of Committee, Levitt
and/or Swanson now has, owns, or holds, or at any time heretofore had, owned or
held, or could, shall or may hereafter have, own or hold against Brooks and/or
CEC, and/or any of their related Entities (except M Holdings Corp. and
MacGregor), based upon, related to or arising by reason of any act, omission,
transaction or occurrence taken or occurring at any time up to and including the
date hereof (the "Levitt/Swanson Released Claims"), and each of Committee,
Levitt and/or Swanson shall not attempt, directly or indirectly, to enforce any
such Levitt/Swanson Released Claim against any person, entity or property,
including but not limited to the Released Property. Each of Committee, Levitt
and/or Swanson represents and warrants that it has not assigned or otherwise
transferred any Levitt/Swanson Released Claim released hereby and cove-
18
nants that it will not bring, prosecute, or join in any action based on any such
Levitt/Swanson Released Claim.
(vi) Brooks and CEC, for themselves and each of their legal
successors and assigns, hereby forever release and discharge Committee, Levitt,
Swanson, M Holdings Corp., MacGregor, and MGS Acquisition, Inc. (collectively,
the "Levitt/Swanson Entities"), and each of their Related Entities, from any and
all obligations, contracts, claims, demands, damages, liabilities, actions,
causes of action, suits, debts, duties, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, controversies, agreements,
variances, trespasses, judgments, extents, liens and executions of every kind
and nature whatsoever, whether now known or unknown, liquidated or unliquidated,
fixed or contingent (including any claims for indemnification and contribution
based on acts or occurrences prior to the date of execution of this Settlement
Agreement), which each of Brooks and/or CEC now has, owns, or holds, or at any
time heretofore had, owned or held, or could, shall or may hereafter have, own
or hold against any of the Levitt/Swanson Entities and/or any of their Related
Entities, based upon, related to or arising by reason of any act, omission,
transaction or occurrence taken or occurring at any time up to and including the
date hereof (the "Brooks Re-
19
leased Claims"), and each of Brooks and CEC shall not attempt, directly or
indirectly, to enforce any such Brooks Released Claim against any person, entity
or property. Each of Brooks and CEC represents and warrants that he or it has
not assigned or otherwise transferred any Brooks Released Claim released hereby
and covenants that he or it will not bring, prosecute, or join in any action
based on any such Brooks Released Claim.
(vii) Except as otherwise provided in Section 2(x) herein,
each of the Non-Riddell Entities, for itself and its legal successors and
assigns (and Levitt and Swanson on their own behalf, and to the fullest extent
permitted by law, on behalf of M Holdings Corp., MacGregor, MGS Acquisition,
Inc., and each of their current and former direct and indirect subsidiaries and
affiliates, and the respective creditors and stockholders of each of them, and
the predecessors, successors, assigns and heirs of each of the foregoing),
hereby forever releases and discharges NBD and each of NBD's Related Entities,
from any and all obligations, contracts, claims, demands, damages, liabilities,
actions, causes of action, suits, debts, duties, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, controversies, agreements,
variances, trespasses, judgments, extents, liens and executions of every kind
and
20
nature whatsoever, whether now known or unknown, liquidated or unliquidated,
fixed or contingent (including any claims for indemnification and contribution
based on acts or occurrences prior to the date of execution of this Settlement
Agreement), which any of the Non-Riddell Entities now has, owns, or holds, or at
any time heretofore had, owned or held, or could, shall or may hereafter have,
own or hold against NBD and/or any of its Related Entities, based upon, related
to or arising by reason of any act, omission, transaction or occurrence taken or
occurring at any time up to and including the date hereof that was raised or
that could have been raised in Levitt v. Riddell, Innovative v. Riddell, or In
re MacGregor Sporting Goods, Inc., Case No. 89-01973 (RG) (Bankr. D.N.J.), or
which relates to the Subject Transactions (the "Non-Riddell Specifically
Released Claims"), and each of the Non-Riddell Entities shall not attempt,
directly or indirectly, to enforce any such Non-Riddell Specifically Released
Claim against any person, entity or property, including but not limited to the
Released Property. Each of the Non-Riddell Entities represents and warrants that
it has not assigned or otherwise transferred any Non-Riddell Specifically
Released Claim released hereby and covenants that it will not bring,
21
prosecute, or join in any action based on any such Non-Riddell Specifically
Released Claim.
(viii) NBD, for itself and its legal successors and assigns,
hereby forever releases and discharges each of the Non-Riddell Entities and each
of the Non-Riddell Entities' Related Entities, from any and all obligations,
contracts, claims, demands, damages, liabilities, actions, causes of action,
suits, debts, duties, dues, sums of money, accounts, reckonings, bonds, bills,
specialties, covenants, controversies, agreements, variances, trespasses,
judgments, extents, liens and executions of every kind and nature whatsoever,
whether now known or unknown, liquidated or unliquidated, fixed or contingent
(including any claims for indemnification and contribution based on acts or
occurrences prior to the date of execution of this Settlement Agreement), which
NBD now has, owns, or holds, or at any time heretofore had, owned or held, or
could, shall or may hereafter have, own or hold against any of the Non-Riddell
Entities and/or any of their Related Entities, based upon, related to or arising
by reason of any act, omission, transaction or occurrence taken or occurring at
any time up to and including the date hereof that was raised or that could have
been raised in Levitt v. Riddell, Innovative v. Riddell or In re MacGregor
Sporting Goods, Inc., Case No.
22
89-01973 (RG) (Bankr. D.N.J.), or which relates to the Subject Transactions (the
"NBD Specifically Released Claims"), and NBD shall not attempt, directly or
indirectly, to enforce any such NBD Specifically Released Claim against any
person, entity or property. NBD represents and warrants that it has not assigned
or otherwise transferred any NBD Specifically Released Claim released hereby and
covenants that it will not bring, prosecute, or join in any action based on any
such NBD Specifically Released Claim.
(ix) In addition to and without limiting the foregoing, (a)
Brooks and CEC hereby release any and all claim, right, title and interest (1)
in the monthly consulting fees deposited in account number 1206469-94 at NBD
Bank and (2) for consulting fees under the April 15, 1992 Consulting Agreement;
(b) Brooks and CEC hereby release the Riddell Entities and the Riddell Related
Entities from any claim relating to (1) Pursuit consulting fees, (2) consulting
fees and/or salary under any agreement, contract or any prospective advantage
that Brooks has or had with Pursuit, RAF, Silver Top Limited, Silver Eagle
Holdings Limited, and/or Circle System Group, and (3) Brooks' administrative
expense claim in the MacGregor Bankruptcy Case; (c) each of Ernest Wood, Jr. and
Harry Wood hereby represents that (1) he has no equity or debt
23
interest in Riddell Athletic Equipment, Inc. ("RAE"), (2) he is not an officer
or director of RAE, and (3) he will not cause RAE to bring, or assist RAE in
bringing, any claim, whether known or unknown, against any of the Riddell
Entities and/or any of the Riddell Related Entities; (d) each of the Riddell
Entities represents that it will not object to any claim filed by Brooks in the
MacGregor Bankruptcy Case as intervenor or otherwise; and (e) each of the
Non-Riddell Entities represents that it is not aware of the existence of any
creditors of Milco or of any claims by Milco against any of the Riddell Entities
or against any of the Riddell Related Entities.
(x) Nothing herein shall (a) release any claim by Brooks or
CEC against J.C. Wingo or any claim by J.C. Wingo against Brooks or CEC, unless
J.C. Wingo agrees to give Brooks and CEC general releases in the form annexed
hereto as Exhibit "A", in which event Brooks and CEC shall give J.C. Wingo a
general release in the form annexed hereto as Exhibit "B"; (b) discharge any
right or obligation (1) that will result from the entry by RHC and Pursuit (or
other entity controlled by Ernest Wood, Jr., hereinafter "Wood Entity") into a
new license agreement or (2) existing under the current License Agreement; (c)
be deemed to waive any defense that Levitt may have to any claim filed by any
NBD Related Entity (not including
24
NBD) in the MacGregor Bankruptcy Case, provided that Levitt shall not be
entitled to recover any money or property from any such NBD Related Entity; or
(d) release any rights and obligations of the Parties under this Settlement
Agreement.
(xi) Except as otherwise specifically limited by Sections
2(vii), 2(viii) and 2(x) herein, it is the intention of each of the Parties
hereto that these releases shall be effective as a full and final accord and
satisfaction and general release of and from any obligations, contracts, claims,
demands, damages, liabilities, actions, causes of action, suits, debts, duties,
dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants,
controversies, agreements, variances, trespasses, judgments, extents, liens and
executions of every kind and nature whatsoever, whether now known or unknown. In
furtherance of this intention, each of the Riddell Entities, each of the
Non-Riddell Entities, and NBD acknowledges that it may hereafter discover claims
or facts in addition to or different from those which he or it now believes may
exist with respect to the subject matter of the releases herein, but that,
except as specifically limited by Sections 2(vii), 2(viii) and 2(x) herein, it
is its intention hereby to release fully and finally all claims, whether known
or unknown, suspected
25
or unsuspected, which now exist, may exist or heretofore have existed.
Accordingly, except as specifically limited by Sections 2(vii), 2(viii) and 2(x)
herein, these releases shall be and remain in effect as complete general
releases notwithstanding any such discovery.
(xii) Each of the Parties represents that no other Party nor
any agent or attorney of any other Party has made any promise, representation or
warranty whatsoever, express or implied, written or oral, not contained herein
concerning the subject matter herein to induce it to execute these releases, and
each of the Parties confirms that it has not executed these releases in reliance
on any such promise, representation or warranty.
(xiii) Each of the Parties confirms that it has executed these
releases with the consent and on the advice of independent legal counsel. Each
of the Parties further acknowledges that it and its counsel have had adequate
opportunity to make whatever investigation or inquiry it may deem necessary or
desirable in connection with the subject matter of these releases prior to the
execution hereof.
3. Court Approvals.
Following the execution of the Settlement Agreement, the
Committee, Levitt, Swanson, Weisman, Innovative, Brooks, Riddell, Riddell, Inc.,
and Equilink
26
shall jointly cooperate, and will use their best efforts, to obtain all
necessary approvals from the Bankruptcy Court for the Eastern District of
Wisconsin (the "Wisconsin Bankruptcy Court") (and any appellate courts
including the district courts) for the Settlement Agreement insofar as it
relates to the bankruptcy estates of MGS Acquisition, Inc. and MacGregor Sports,
Inc., and from the New Jersey Bankruptcy Court (and any appellate courts
including the district courts) for:
(i) the entry of a Final Order dismissing with prejudice the
complaints, all claims of all plaintiffs, and all counterclaims,
cross-claims and third-party claims in Levitt v. Riddell, Innovative v.
Riddell and Committee v. Riddell; (ii) the entry of a Final Order
approving the withdrawal of the Riddell/MacGregor Claim; (iii) the
entry of a Final Order allocating the Royalties (as defined below) paid
to Levitt for the sole and exclusive benefit of the general unsecured
creditors of MacGregor; and (iv) the entry of a Final Order (the "Final
Release Order"):
a. finding that notice of the hearings on
this Settlement Agreement was good and suffi-
cient;
27
b. finding that this Settlement Agreement
has been entered into in good faith and as a
result of arm's-length negotiations;
c. finding that the settlement and com-
promise is fair and equitable and in the best
interests of M Holdings Corp., its estate and
its creditors;
d. concluding that the New Jersey Bank-
ruptcy Court has subject matter jurisdiction
over (i) the settlement between the parties to
the MacGregor Bankruptcy Case and related ad-
versary proceedings, and (ii) Levitt v.
Riddell, Innovative v. Riddell, and the Fraudu-
lent Transfer Claims;
e. approving the Settlement Agreement
and the releases contained herein insofar as
they relate to the MacGregor Bankruptcy Case
and its related adversary proceedings;
f. finding and concluding that Levitt and
Swanson are the exclusive owners of all of the
Fraudulent Transfer Claims;
g. directing that pursuant to 11 U.S.C.
ss.ss. 105 and 363, Fed. R. Bankr. P. 7016(c)(9),
7065, and 9019, and 28 U.S.C. ss. 1651, the Re-
leased Property shall be released to and held
28
by the Riddell Entities and any Riddell Related
Entities free and clear of all Fraudulent Transfer Claims;
h. without limiting the foregoing, providing that as
of the fulfillment of all of the Settlement Conditions, the
Committee, Levitt, Swanson, M Holdings Corp., MacGregor, MGS
Acquisition, Inc., MacGregor Sports, Inc. and their
predecessors and successors in interest, the current and/or
former direct or indirect subsidiaries and/or affiliates of
each of the foregoing, and each of the creditors,
stockholders, officers, directors, employees, attorneys and
agents of each of them (collectively, the "MacGregor Enjoined
Entities"), in consideration for the promises and obligations
of the Riddell Entities under this Settlement Agreement, are
(i) deemed to have released and/or are barred from asserting
or enforcing all existing Fraudulent Transfer Claims, whether
known or unknown, against any of the Riddell Entities, the
Riddell Related Entities, the Released Property, Brooks and/or
any other person, entity or property, and (ii) barred from
asserting all future Fraudulent Transfer
29
Claims and enforcement of all existing Fraudulent Transfer
claims, whether known or unknown, against any of the Riddell
Entities, the Riddell Related Entities, the Released Property,
Brooks, and/or any other person, entity or property;
i. providing that the MacGregor Enjoined Entities are
permanently enjoined on and after the fulfillment of the
Settlement Conditions (i) from commencing or continuing in any
manner any action or other proceeding of any kind against any
of the Riddell Entities, the Riddell Related Entities, the
Released Property, Brooks, and/or any other person, entity or
property, with respect to any existing or future Fraudulent
Transfer Claim; (ii) from enforcing, attaching, collecting or
recovering by any manner or means, whether direct or indirect,
on any judgment, award, decree or order against any of the
Riddell Entities, the Riddell Related Entities, the Released
Property, Brooks, and/or any other person, entity or property,
with respect to any existing or future Fraudulent Transfer
Claim; (iii) from creating, perfecting or enforcing any lien
or
30
encumbrance of any kind against any of the Riddell Entities,
the Riddell Related Entities, the Released Property, Brooks,
and/or any other person, entity or property, with respect to
any existing or future Fraudulent Transfer Claim; (iv) from
asserting any setoff, right of subrogation or recoupment of
any kind against any of the Riddell Entities, the Riddell
Related Entities, the Released Property, Brooks, and/or any
other person, entity or property, with respect to any existing
or future Fraudulent Transfer Claim; and (v) from taking any
action, in any manner, in any place whatsoever, that does not
conform to or comply with the Final Release Order (the relief
provided in these subparagraphs g, h, and i is hereinafter
referred to as the "Injunction");
j. concluding that exceptional or unusual
circumstances exist such that the issuance of
the Injunction pursuant to section 105 of the
Bankruptcy Code, Fed. R. Bankr. 7016(c)(9),
7065 and 28 U.S.C. ss. 1651 is necessary and ap-
propriate in aid of the New Jersey Bankruptcy
Court's jurisdiction and to protect its orders;
31
l. concluding that the issuance of the
Injunction pursuant to section 105(a) of the
Bankruptcy Code, Fed. R. Bankr. P. 7016(c)(9),
7065, and 28 U.S.C. ss. 1651 is not inconsistent
with or violative of any other provision of the
Bankruptcy Code, including, without limitation,
section 524(e) of the Bankruptcy Code; and
m. providing that the New Jersey Bank-
ruptcy Court shall retain and have exclusive
jurisdiction over (i) all disputes and other
issues presented by or arising under the Final
Release Order; and (ii) all disputes and other
issues arising under the Settlement Agreement
to which either Levitt and/or the Committee is
a party.
4. Dismissal of Actions.
Provided that all of the Settlement Conditions set forth in
Section 11 are met, and contemporaneously with the distribution of the
payments contemplated by Section 11 herein, the parties to Riddell v.
Brooks, Riddell v. Weisman and Riddell v. Innovative shall file stipulations of
dismissal dismissing with prejudice each of the complaints and all
counterclaims, cross-claims and third-party claims in Riddell v. Brooks, Riddell
v. Weisman and Riddell v. Innovative.
32
5. Withdrawal of Riddell, Ridmark and RHC
Objections.
Following the execution of this Settlement Agreement, Riddell,
Ridmark, RHC, Pursuit and RAF shall jointly cooperate, and will use their best
efforts, to obtain Delaware Bankruptcy Court approval for (i) the Settlement
Agreement insofar as it relates to the Pursuit Cases; and (ii) the withdrawal
(without prejudice to any Party for any and all purposes, including for purposes
of a later confirmation hearing or arbitration, and with Riddell, Ridmark and
RHC reserving all of their claims with regard to the current License Agreement,
including but not limited to their claims that the current License Agreement has
been breached, is terminable and is nonrenewable) of (a) the Riddell, Ridmark
and RHC Objections, (b) the Riddell/Pursuit Claim, and (c) the claims of Pursuit
and RAF against any Riddell Entity.
6. New License Agreement.
RHC and Pursuit shall negotiate a new license
agreement, substantially in the form annexed hereto as Exhibit "C" on mutually
satisfactory terms (the "New License"), subject to the review of Levitt and the
Committee. Subject to the conditions set forth in Section 7 below, the New
License will become effective on the date
33
following the earlier of the termination of the current License Agreement (which
termination would not occur until after the period, if any, that Silver Eagle
Holdings Limited or a majority-owned subsidiary of Silver Eagle assumes the
rights and obligations of Pursuit under the current License Agreement) or the
expiration of the current License Agreement on December 31, 1998 (the date on
which Pursuit concedes, solely for the purpose of this Settlement Agreement,
that the current License Agreement expires as a result of Pursuit's failure to
establish sufficient net sales to meet the condition for renewal of the current
License Agreement beyond December 31, 1998).
7. Tender of New License Agreement To Pursuit.
Following execution of this Settlement Agreement, RHC will
tender the New License to Pursuit, which tender may be accepted by Pursuit only
if (i) the Settlement Conditions set forth in Section 11 herein are satisfied;
(ii) the Wood Fund (as defined in Section 10 herein) makes the payment to Brooks
required by Section 11.C. herein; and (iii) Pursuit's proposed plan of
reorganization becomes effective on or before August 4, 1997. It shall be a
condition to Pursuit's plan of reorganization becoming effective that Pursuit
accept the New License on
34
or before August 4, 1997, which condition may be waived only by Riddell.
8. Inability of Pursuit to Accept Tender Of
The New License Agreement.
In the event that Pursuit cannot accept the tender of the New
License by RHC, then RHC shall tender the New License to another Wood Entity
which tender can be accepted only if (i) the Settlement Conditions set forth in
Section 11 herein are satisfied and (ii) the Wood Fund (as defined in Section 10
herein) makes the payment to Brooks required by Section 11.C. herein.
9. Settlement Not Conditioned Upon Confirmation Of
Pursuit's Plan.
The Parties' rights and obligations under the Settlement
Agreement are not conditioned upon Pursuit confirming a plan of reorganization
or any such confirmed plan becoming effective.
10. The Wood Fund.
Within two business days after the execution of the Settlement
Agreement, Pursuit, or other Wood Entity, shall deposit $500,000 into an
interest bearing account (the "Wood Fund") maintained by Pursuit, or other Wood
Entity, at First Union Bank in Old Greenwich, Connecticut or such other bank as
Brooks and Ernest and Harry Wood may agree upon.
35
11. Settlement Monies.
Within five business days after the later of (i) the entry by
the Wisconsin Bankruptcy Court of a Final Order approving the Settlement
Agreement insofar as it relates to the bankruptcy estates of MGS Acquisition,
Inc. and MacGregor Sports, Inc., and the entry by the New Jersey Bankruptcy
Court of (a) a Final Order approving the Settlement Agreement insofar as it
relates to the MacGregor Bankruptcy Case and related adversary proceedings, (b)
a Final Order subordinating the claim of the DBL Liquidating Trust in the
MacGregor Bankruptcy Case to all allowed general unsecured claims in the
MacGregor Bankruptcy Case (the "Final DBL Subordination Order"), (c) a Final
Order allocating the Royalties (as defined in Section 12 herein) paid to Levitt
for the sole and exclusive benefit of the general unsecured creditors of
MacGregor (d) Final Orders dismissing with prejudice the complaints, all claims
by all plaintiffs, and all counterclaims, third-party claims and cross-claims in
Levitt v. Riddell, Innovative v. Riddell and Committee v. Riddell, (e) a Final
Order approving the withdrawal of the Riddell/MacGregor Claim, and (f) the Final
Release Order, (ii) the entry of a Final Order by the Delaware Bankruptcy Court
approving (w) the withdrawal and settle-
36
ment of the Riddell, Ridmark and RHC Objections, (x) the withdrawal of the
Riddell/Pursuit Claim and the claims of Pursuit and RAF against any Riddell
Entity, (y) the payment of $500,000 by Pursuit (or other Wood Entity) to the
Wood Fund and the payment by the Wood Fund to Brooks and (z) the Settlement
Agreement insofar as it relates to the Pursuit Cases, or (iii) the passing of
3:00 p.m. Eastern Standard Time on August 4, 1997 without any of the following
having occurred: (a) the filing of a Fraudulent Transfer Claim by any person
against any of the Riddell Entities or the Riddell Related Entities, and/or (b)
the filing of a voluntary or involuntary bankruptcy petition by or against (1)
any current or former direct or indirect subsidiaries or affiliates of M
Holdings, Inc., MacGregor, MGS Acquisition, Inc., or MacGregor Sports, Inc., or
(2) Milco or any of Milco's successors in interest (the "August 4 Condition")
(the foregoing Final Release Order and Final Orders and approvals by the
Wisconsin Bankruptcy Court, the New Jersey Bankruptcy Court and the Delaware
Bankruptcy Court, and the August 4 Condition shall hereinafter be referred to
collectively as the "Settlement Conditions", except that the Riddell Entities
alone, in their sole discretion, may waive the
37
August 4 Condition, in which event the August 4 Condition shall not be a
Settlement Condition):
A. Riddell or a Riddell Related Entity shall remit to Brooks
50.272% of the Fund (as defined below);
B. Riddell or a Riddell Related Entity shall remit to Bruce
H. Levitt, as Bankruptcy Trustee for M Holdings Corporation, or any successor
trustee approved by the New Jersey Bankruptcy Court, 49.728% of the Fund (as
defined below), to be used to pay, subject to allowance by the New Jersey
Bankruptcy Court, valid administrative and priority claims in the bankruptcy
case styled In re MacGregor Sporting Goods, Inc. (n/k/a as M Holdings
Corporation), Case No. 89-01973 (Bankr. D.N.J.) and the claims of general
creditors to the extent funds are available to pay such claims; and
C. Brooks shall receive the monies in the Wood Fund, including
all accrued interest thereon. To the extent that Pursuit or other Wood Entity
does not pay or cause to be paid all or any portion of the $500,000, such
failure shall not increase the amount that any of the Riddell Entities or
Riddell Related Entities shall be required to pay to the Fund, to any of the
Non-Riddell Entities or to any other person or entity.
38
The payments in this 11.A. and 11.B. shall be conditioned on
the payment in this 11.C. and the payment in this 11.C. shall be conditioned on
the payments in this 11.A. and 11.B.
The "Fund" shall be calculated as follows:
(i) the sum of $2.1 million, plus interest calculated at the
bank rate Riddell pays on its revolving credit agreement, which interest shall
begin to accrue on the third business day after execution of this Settlement
Agreement; plus
(ii) subject to the fulfillment of the conditions set forth in
this subjection (ii) below, the sum of $100,000, plus interest calculated at the
bank rate Riddell pays on its revolving credit agreement, which interest shall
begin to accrue on the third business day after Pursuit has paid the second
quarter 1997 royalty payment and the monies (including checks) remitted by
Pursuit (or other Wood Entity) are available good funds in an RHC account. The
$100,000 plus interest provided for in this subsection (ii) will become part of
the Fund only if (x) the contemplated Settlement Agreement is signed by all of
the Non-Riddell Entities hereto no later than 30 days from the date the
contemplated Settlement Agreement is submitted to Brooks for execution and (y)
39
all necessary Court papers have been submitted to the Wisconsin Bankruptcy
Court, the New Jersey Bankruptcy Court and the Delaware Bankruptcy Court for
approval within 30 days of the execution of this Settlement Agreement.
12. Assignment of Royalties.
Subject to the prior occurrence of the Settlement Conditions,
beginning no earlier than the date when the first quarterly royalty payment is
due under any license to use the "Riddell" trademark on footwear (the terms
"footwear" and "athletic footwear", as used anywhere in this Settlement
Agreement, specifically excludes socks) following the occurrence of the
Settlement Conditions, RHC shall absolutely assign free and clear of any and all
liens pursuant to an assignment agreement substantially in the form annexed
hereto as Exhibit "D" (the "Assignment Agreement") (i) to Levitt, two-thirds of
all payments from Pursuit or any substitute, successor or additional footwear
licensee of the "Riddell" trademark (Pursuit, and any substitute, successor or
additional footwear licensee of the "Riddell" trademark shall hereinafter be
referred to as the "Riddell Footwear Licensee") other than payments for goods
provided by a Riddell Entity or affiliate thereof (such future payments shall
40
hereinafter be referred to as "Royalties") for a period of up to ten years, if
required, which period will be reduced or enlarged in accordance with the terms
of this Section 12 below (the ten-year period as reduced or enlarged in
accordance with this Section 12 is hereinafter defined as "10-Year Period"), to
be used to pay, subject to allowance by the New Jersey Bankruptcy Court, valid
general creditor claims in the bankruptcy case styled In re MacGregor Sporting
Goods, Inc. (n/k/a M Holdings Corporation), Case No. 89-01973 (Bankr. D.N.J.);
and (ii) to Brooks, one-third of all Royalties for the Ten-Year Period, such
that the combined Royalties to Levitt and to Brooks (Levitt and Brooks
collectively for Sections 12 and 13 herein shall be referred to as the
"Assignees") shall not exceed $3 million in the aggregate, on a present value
basis, based upon a 10 percent discount rate, and further provided that (a) if
such $3 million in the aggregate, on a present value basis, based upon a 10
percent discount rate, is prepaid to the Assignees before ten years or (b) the
combined Royalties to Levitt and Brooks, in the aggregate, on a present value
basis, based upon a 10 percent discount rate, reach $3 million before ten years,
then the Assignees shall have no further rights under the assignment, the
assignment
41
shall be terminated, and the Ten-Year Period shall expire. None of the Parties
hereto shall have any recourse against any of the Riddell Entities or Riddell
Related Entities for any of the Royalties or the Earned Royalties (as defined
below), except for Royalties actually paid to Riddell or a Riddell Related
Entity. Following the 10-Year Period, the Assignees shall have no further
rights under this assignment and the assignment shall be terminated, except that
(i) if Royalties are earned by RHC during the 10-Year Period, and not paid to
the Assignees referred to above before the expiration of the 10-Year Period, but
are paid after the expiration of the 10-Year Period ("Earned Royalties"), then
such Earned Royalties shall be paid to the Assignees in accordance with the
provisions set forth above; (ii) if the Riddell Footwear Licensee is terminated
within 10 years from the date of execution of the Assignment Agreement, then the
10-Year Period shall be extended by the period of time for which there is no
Riddell footwear license for all athletic footwear bearing the Mark (as defined
in the License Agreement) in effect for the entire United States territory and
the period of time, if any, for which the terminated Riddell Footwear Licensee
failed to remit Royalties, regardless of the date on which such Royalties
42
became due; and (iii) if there is more than a continuous one-year period
following the termination of the Riddell Footwear Licensee in which there is no
Riddell footwear license for all athletic footwear bearing the Mark (as defined
in the License Agreement) in effect for the entire United States territory, then
Brooks and/or Weisman or other representative of the Committee will jointly
obtain the right to recommend a substitute Riddell Footwear Licensee, subject to
the approval of RHC of the management, experience, financial condition,
reputation, business prospects and other qualifications of such proposed
licensee, provided that RHC shall not unreasonably withhold its consent to a
substitute Riddell Footwear Licensee recommended by Brooks and/or Weisman or
other representative of the Committee. RHC reserves the right to prepay the
amounts required to be paid pursuant to this Section 12 (on a present value
basis), and upon such prepayment the Assignees shall have no further rights
under Sections 12, 13 or any other Section of this Settlement Agreement. For
purposes of monitoring amounts paid to the Assignees, one-third of all Royalties
shall be remitted by the Riddell Footwear Licensee to an account owned by Brooks
at First Union Bank in Old Greenwich, Connecticut, and two-thirds of all
Royalties shall
43
be remitted by the Riddell Footwear Licensee to an account owned by Levitt at
Chase Bank, 450 West 33rd Street, New York, New York 10001, and each bank shall,
on a quarterly basis, provide account statements and reports to RHC and to each
of the Assignees in a form reasonably acceptable by both RHC and the Assignees.
13. Construction of Agreement to Assign Royalties.
In connection with Section 12 above:
(i) During the Ten-Year Period only, Riddell Footwear
Licensee Royalties shall be allocated to the oldest amounts owed by such Riddell
Footwear Licensee under the applicable license agreement and, if paid to RHC
instead of the Assignees, shall be remitted by RHC to Assignees, and shall not
be subject to offset by RHC.
(ii) During the 10-Year Period only, the Assignees shall be
entitled to (a) pursue collection efforts to collect any unpaid Royalties due
from a Riddell Footwear Licensee and (b) in the event of nonpayment of Royalties
only, to pursue termination of the license agreement then in effect pursuant to
its terms. The Assignees shall have no right to pursue termination of the
license agreement then in effect for any reason other than for nonpayment of
Royalties. RHC and the Assignees
44
shall cooperate in each other's efforts to collect any unpaid Royalties due from
a Riddell Footwear Licensee or to seek termination of the license agreement then
in effect for nonpayment of Royalties. The Party pursuing the collection and/or
termination efforts, whether it be RHC or the Assignees, shall be responsible
for all legal fees and collection costs associated with the collection and/or
termination efforts ("Collection Costs"). To the extent there is a recovery from
the collection and/or termination efforts, such recovery shall first be used to
reimburse Collection Costs. To the extent that the recovery exceeds the
Collection Costs, the net recovery shall be treated as Royalties. The incurrence
by the Assignees of Collection Costs shall not increase the amounts otherwise
due to the Assignees. Nothing herein shall be construed to (a) impose on RHC
and/or any Riddell or Riddell Related Entity any obligation to institute any
legal action to collect unpaid Royalties from any Riddell Footwear Licensee or
to seek termination of the license agreement then in effect or (b) abrogate any
rights of RHC and/or any Riddell or Riddell Related Entity to pursue collection
and/or termination efforts.
(iii) Ridmark owns all right, title and interest to the
Riddell trademark and, during the 10-Year
45
Period only, Ridmark shall take all reasonable steps necessary to maintain the
existing Riddell footwear trademark registrations.
(iv) During the 10-Year Period only, Riddell may not sell
athletic footwear bearing the Mark (as defined in the License Agreement), except
footwear purchased from a Riddell Footwear Licensee.
(v) During the 10-Year Period only, RHC shall not enter into a
new athletic footwear license agreement for athletic footwear bearing the Mark
(as defined in the License Agreement) that provides for a royalty rate of less
than 3%.
14. Property Released Free and Clear of All Liens.
Upon fulfillment of the Settlement Conditions, the Released
Property shall be released to and held by the Riddell Entities and the Riddell
Related Entities free and clear of any and all Fraudulent Transfer Claims and
all Fraudulent Transfer Claims shall thereafter be directed against, attach to
and obtain any recovery solely and exclusively from the Settlement Proceeds.
15. Brooks' Administrative Expense Claim.
Provided that the Settlement Conditions are satisfied, Levitt
agrees to fix Brooks' administrative
46
claims in the MacGregor Bankruptcy Case at $275,000, which amount shall be
accepted by Brooks in full and final satisfaction of all of Brooks' claims
against the Bankruptcy estate of MacGregor, administrative and otherwise, and
Brooks' counterclaims in Levitt v. Riddell. Levitt shall pay the sum of $275,000
to Brooks within five (5) business days after Levitt receives the monies to be
paid to Levitt from the Fund pursuant to Section 11.B. of this Settlement
Agreement.
16. Termination Date.
If all of the Settlement Conditions set forth in Section 11
herein are not satisfied on or before August 4, 1997, at 3:00 p.m., then, unless
otherwise agreed to by each of the Parties to this Settlement Agreement, the
Settlement Agreement shall terminate, and shall be null and void and of no force
and effect.
17. Authorization.
Each Party to this Settlement Agreement represents and
warrants to each other Party that the person executing this Settlement Agreement
and the other documents contemplated herein on behalf of such Party is duly
authorized to execute this Settlement Agreement and all other documents
contemplated herein on its behalf.
47
18. Affirmative Covenants.
Levitt and Swanson, on behalf of themselves, M Holdings Corp.,
MacGregor and MGS Acquisition, Inc., covenant and agree to:
(i) pay from the Settlement Proceeds any and all valid and
enforceable Fraudulent Transfer Claims that might have been asserted
against any of the Riddell Entities, the Riddell Related Entities,
Brooks or the Released Property;
(ii) defend against any and all challenges to and disputes
arising out of or related to approval by the Wisconsin Bankruptcy Court
and the New Jersey Bankruptcy Court of this Settlement Agreement, the
releases contained herein, and the Final Release Order, including, but
not limited to, disputes regarding the terms, conditions and scope of
the releases, the Final Release Order and the Injunction contained
therein, both prior to and after the Settlement Conditions are met; and
(iii) take all actions necessary to assist the Riddell
Entities to assure that no person or entity succeeds in any attempt to
cause the Riddell Entities or Riddell Related Entities to incur any
addi-
48
tional liability to any person or entity related to the Subject
Transactions.
Nothing in this Section shall be understood or construed to
preclude or otherwise interfere with the right of any Party hereto to object to
or defend against the assertion that a valid and enforceable Fraudulent Transfer
Claim exists, which right each Party hereto expressly reserves; nor shall this
Section be construed or understood to require Levitt or Swanson to indemnify the
Riddell Entities for attorneys' fees and legal expenses incurred with respect to
any such challenges to, or disputes arising out of or related to, this
Settlement Agreement, the Release Order and their respective provisions.
19. Approval of Notice to Creditors and Others.
All forms of notice to creditors and others in connection with
any and all applications for court approvals relating to this Settlement
Agreement and the proposed distribution of such notice must be acceptable to
Riddell.
20. Court Costs and Costs of Notice.
Levitt shall pay up to $5,000 of the cost of mailing notices
to creditors and other interested parties
49
and publication costs in the MacGregor Bankruptcy Case. Riddell shall pay for
any amounts above $5,000 for such notices and publication costs. Swanson shall
pay the cost of mailing notices to creditors and other interested parties in the
case styled In re MacGregor Sports, Inc., f/k/a MGS Acquisition, Inc., Case No.
91-00988 (E.D. Wisc.).
21. Dispute Resolution.
(i) In the event of any dispute, controversy, or claim arising
out of this Settlement Agreement, or the breach, termination, or validity of
this Settlement Agreement (a "Dispute"), other than a Dispute involving Levitt
and/or the Committee (a "Levitt/Committee Dispute"), the Party or Parties
asserting the Dispute will give notice to all other Parties to this Settlement
Agreement setting forth the matters involved in the Dispute. The senior officers
of all corporate Parties (except Levitt and/or Committee), and where the Party
is an individual, the individual himself, shall negotiate in good faith for
twenty (20) days following the receipt of such notice to attempt to resolve such
Dispute. If the Parties have not resolved such Dispute within such twenty-day
period, then any Party may submit the Dispute to arbitration, as the exclusive
means of resolving it, in
50
accordance with the procedures set forth below, for a final and binding
resolution thereof.
(ii) Any Dispute which has not been resolved pursuant to
Section 21(i) above shall be finally settled by arbitration in accordance with
the Commercial Arbitration Rules of the American Arbitration Association ("AAA")
then in effect, as modified by the terms of this Section 21. The Parties hereby
agree that any Party to this Settlement Agreement may join in any arbitration
proceeding commenced pursuant to this Section regardless of whether or not it or
he was named as a Party in that proceeding. The arbitration proceedings shall be
held in New York, New York.
(iii) The dispute resolution provisions set forth in this
Section 21 shall provide the sole and exclusive remedy for a Dispute between or
among the Parties concerning this Settlement Agreement, except for any
Levitt/Committee Dispute or any dispute relating to the Release Order, over
which the New Jersey Bankruptcy Court shall retain exclusive jurisdiction.
(iv) There shall be three (3) arbitrators who shall be
appointed by the AAA within 30 days of its receipt of the claimant's Demand For
Arbitration. The claimant may name any other Party or Parties to this
51
Settlement Agreement as a respondent or respondents. The respondent shall
deliver its Answering Statement, including any counterclaims, no later than ten
(10) business days from receipt of the Demand for Arbitration. The Demand for
Arbitration and the Answering Statement shall also be delivered to each of the
Parties to this Settlement Agreement, whether or not they are named as Parties
in the arbitration proceeding, at the same time as they are delivered to the
Parties to the arbitration proceeding. The claimant shall deliver a reply to any
counterclaims no later than ten (10) business days from receipt of the Answering
Statement containing such counterclaims.
(v) The arbitration tribunal shall permit and facilitate such
prehearing discovery and exchange of documents and information to which the
Parties to the arbitration proceeding in writing agree or which the tribunal
determines is relevant to the Dispute and is appropriate, taking into account
the needs of the Parties and the desirability of making discovery expeditious
and cost-effective. All discovery shall be completed within sixty (60) days from
the date of appointment of the arbitration tribunal. All information or
documents produced in discovery shall be held confidential by the Parties to the
proceeding, their counsel, their counsel's
52
experts and advisors and the tribunal, unless the Parties to the proceeding
agree in writing otherwise.
(vi) The hearing shall be held no later than ninety (90) days
following the appointment of the arbitration tribunal. The tribunal shall issue
its final and complete award no later than forty-five (45) days from the
completion of the hearing. The tribunal will have no authority to award punitive
damages. The award shall be deemed to have been made in the State of New York.
Judgment on any award shall be entered in any court having jurisdiction thereof.
(vii) The Dispute shall be decided in accordance with the laws
of the State of New York, without regard to its law on the conflict of laws.
Notwithstanding the Parties' choice of law governing the Dispute, the
interpretation and enforcement of this Section 21 shall be governed by the
United States Arbitration Act, 9 U.S.C. ss.ss. 1, et seq.
(viii) This agreement to arbitrate and any award made
hereunder shall be binding upon the heirs, successors, and assigns and any
trustee, receiver, or executor of each Party.
(ix) The Parties hereby agree that, upon the
request of any Party to an arbitration proceeding under
53
this Settlement Agreement, the Dispute that is the subject of that proceeding
shall be consolidated (provided that it is reasonably economical to do so) with
any other arbitration proceeding in progress under this Settlement Agreement or
the New License if the subject of the Disputes arises out of or relates
essentially to the same facts or transactions. An arbitration proceeding which
determines such consolidated Disputes shall be conducted in accordance with the
Commercial Arbitration Rules of the AAA then in effect, except as modified by
the terms of this Section 21.
(x) This Settlement Agreement has been negotiated in the City
of New York by representatives of the Parties physically present therein. For
purposes of enforcement of the mandatory arbitration provisions of this Section
21 and of the arbitrators' award hereunder, the Parties submit themselves to the
exclusive jurisdiction of the state and federal courts located in the City of
New York in the State of New York and hereby agree not to bring, and hereby
waive any rights they may have to bring, any action or proceeding for such
purpose(s) in any other court. Each of the Parties hereby consents to the
service of process by registered mail at its address set forth in this
Settlement Agreement and to the perso-
54
nal jurisdiction of the state and federal courts located in the City of New York
in the State of New York in connection with any such action or proceeding. Each
Party hereto which is not a resident of New York State shall appoint CT
Corporation System, at its offices located at 1633 Broadway, New York, New York,
USA, as its authorized agent (the "Authorized Agent") upon whom process may be
served in any such action or proceeding. Such appointment shall be irrevocable.
Each Party represents and warrants that the Authorized Agent has agreed to act
as said agent for service of process, and agrees to take any and all action,
including the filing of any and all documents and instruments and payment of all
fees, as may be necessary to continue such appointment in full force and effect
as aforesaid. Service of process upon the Authorized Agent and written notice of
such service to each of the Parties, as applicable, shall be deemed, in every
respect, effective service of process in such action or proceeding. Any Party
effecting service on the Authorized Agent shall also transmit a copy of such
service of process to the Party being served in accordance with the notice
provisions set forth in this Settlement Agreement.
55
(xi) Each Party to the arbitration proceeding shall bear his
or its own expenses, including attorneys' fees and related disbursements, but
shall share equally the fees and expenses of the arbitration tribunal.
(xii) Neither the Parties nor the arbitrators may disclose to
any third Party the existence, content, or results of any negotiations or
arbitration hereunder without the prior written consent of all Parties to the
proceeding, except as required or advised by independent counsel to comply with
applicable laws or any listing agreement with a national securities exchange, or
as a direct response to any third Party to whom any such disclosure or statement
was made by any other Party to this Settlement Agreement.
22. Further Assurances.
The Parties hereto agree to perform such additional acts and
execute and deliver such further documents as may be required to fully effect
the transactions contemplated by this Settlement Agreement.
23. Press Release.
Subject to any applicable legal requirements, Riddell will
provide Brooks with a copy of any press release it issues regarding this
Settlement Agreement at least 24 hours prior to issuing such press release.
56
Riddell shall retain sole discretion over the content of any such press release.
24. Notices.
All notices to be given under this Settlement Agreement, shall
be given or made by first class, registered, or certified mail at the respective
addresses of the Parties as set forth below, unless notification of a change of
address is given in writing, and the date of mailing, as post-marked, shall be
deemed the date the notice is given. The mailing of a notice by registered or
certified mail shall constitute notice hereunder, even in the event of
non-receipt or refusal to accept by addressee.
All general notices shall be sent to:
Riddell Sports Inc.
900 Third Avenue
New York, New York 10022
MacMark Corporation
1105 North Market Street
Suite 1300
Wilmington, Delaware 19899
MLC Partners Limited Partnership
c/o Nederlander Organization
810 Seventh Avenue
New York, New York 10019
Robert E. Nederlander
Nederlander Organization
810 Seventh Avenue
New York, New York 10019
57
Leonard Toboroff
Riddell Sports Inc.
900 Third Avenue
New York, New York 10022
Lisa J. Marroni
Riddell Sports Inc.
900 Third Avenue
New York, New York 10022
John McConnaughy, Jr.
c/o JEMC Corp.
1011 High Ridge Road
Stamford, Connecticut 16905
Frederic H. Brooks
189 Shore Road
Old Greenwich, Connecticut 06870
Unsecured Creditors' Committee
of MacGregor Sporting Goods, Inc.
c/o Robert D. Weisman
71 Mamaroneck Road
Scarsdale, New York 10583
with a copy to:
Michael D. Sirota, Esq.
Cole, Shotz, Meisel, Forman & Leonard
25 Main Street
Hackensack, New Jersey 07602-0800
Innovative Promotions, Inc.
c/o Amen, Weisman & Butler
71 Mamaroneck Road
Scarsdale, New York 10583
with a copy to:
Martin Major, Esq.
Feltman, Karesh, Major & Farbman
152 West 57th Street
New York, New York 10019
Pursuit Athletic Footwear, Inc.
2275 Eagle Parkway
Fort Worth, Texas 17677-2312
58
Riddell Athletic Footwear, Inc.
2275 Eagle Parkway
Fort Worth, Texas 17677-2312
Bruce H. Levitt, Esq.
443 Northfield Avenue
West Orange, New Jersey 07052
NBD Bank, a Michigan Banking Corporation,
f/k/a NBD Bank, N.A.
1116 West Long Lake Road
Bloomfield Hills, Michigan 48303
with a copy to:
Honigman Miller Schwartz and Cohn
2290 First National Building
Detroit, Michigan 48226
Attn: I. W. Winsten, Esq.
Paul G. Swanson, Esq.
Steinhilber, Swanson & Mares
219 Washington Avenue
P.O. Box 617
Oshkosh, Wisconsin 54902
Woodco Sports, Inc.
2275 Eagle Parkway
Fort Worth, Texas 17677-2312
Ernest Wood, Jr.
5422 Harbor Town
Dallas, Texas 75320
Harry Wood
2275 Eagle Parkway
Fort Worth, Texas 17677-2312
(i) Copies of all notices to Riddell Sports Inc., Riddell,
Inc., RHC Licensing Corp., Ridmark Corp., MacMark Corp., Equilink Licensing
Corp., Robert Nederlander, Leonard Toboroff, John McConnaughy, Jr., Lisa
Marroni, and MLC Partners Limited Partnership shall
59
also be sent to Thomas J. Schwarz, Esq., Skadden, Arps, Slate, Meagher & Flom
LLP, 919 Third Avenue, New York, New York 10022-3897.
(ii) Copies of all notices to Frederic H. Brooks and
Connecticut Economics Corporation shall also be sent to David J. Molton, Esq.,
Molton & Meekins, 805 Third Avenue, 9th Floor, New York, New York 10022.
(iii) Copies of all notices to Riddell Athletic Footwear,
Inc. and Pursuit Athletic Footwear, Inc. shall also be sent to John D. Demmy,
Esq., Morris, James, Hitchens & Williams, 222 Delaware Avenue, P.O. Box 2306,
Wilmington, Delaware 19899 and Frederic H. Brooks, 189 Shore Road, Old
Greenwich, Connecticut 06870.
25. Standstill.
The Parties agree that, pending consummation or termination of
this Settlement Agreement, with the exception of taking the steps necessary to
obtain the court approvals required under this Settlement Agreement, they will
not pursue any discovery or other proceedings in the Cases and will cooperate
with each other in good faith to take all reasonable steps necessary to preserve
the status quo in the Cases.
26. Amendments. None of the provisions herein
shall be deemed to be waived or modified, nor shall they
60
be renewed, extended, altered, changed, or modified in any respect except by an
express agreement in writing, duly executed by the Party against whom
enforcement of such waiver, modification, extension, alteration, or change in
sought. The failure of any Party hereto to object to the failure on the part of
any other Party to perform any of the terms, provisions or conditions herein, or
to require performance on the part of any other Party of any term, provision or
condition herein, or any delay in doing so, shall not constitute a waiver or
modification herein or of any subsequent breach or default of the same or of a
different nature, nor affect the validity of any part hereof, nor the right of
any Party thereafter to enforce the same, nor constitute a novation or laches.
27. Agreement Not Admission.
Neither this Settlement Agreement, nor any of the terms
herein, shall be construed or deemed to be evidence of any admission on the part
of any of the Parties hereto of any wrongful activity, breach of duty or
liability whatsoever. Neither this Settlement Agreement, nor any of the terms
herein, nor any of the negotiations connected herewith, shall be offered or
received in evidence in any action or proceeding as an admission of
61
any wrongful activity, breach of duty or liability whatsoever. Nothing contained
herein, however, shall prevent this Settlement Agreement from being used,
offered or received in evidence in any action or proceeding (as contemplated by
the Settlement Agreement) to enforce any or all of the terms of this Settlement
Agreement. The Parties hereto respectively deny any and all allegations of
wrongful activity, breach of duty or liability relating to them which are
contained in any of the pleadings or other papers filed or served in any of the
Cases referred to in this Settlement Agreement.
28. Headings.
The headings contained in this Settlement Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Settlement Agreement.
29. Defined Terms.
All capitalized terms not otherwise defined in the body of
this Settlement Agreement shall have the meaning ascribed to such terms in the
recitals to this Settlement Agreement.
30. Construction.
This Settlement Agreement and the Release were drafted
mutually by the Parties hereto and shall not give
62
rise to a presumption or construction against any Party that signed it.
31. Governing Law.
This Settlement Agreement and the Releases herein shall be
governed by and construed in accordance with the laws of the State of New York
without regard to the conflict of laws principles of such State, except that the
Assignment Agreement, as defined in Section 12 herein, shall be governed by the
laws of the State of New Jersey without regard to the conflict of laws
principles of such State.
63
32. Counterparts. This Settlement Agreement may be
executed in counterparts, each of which shall be deemed an original, and all of
which together shall constitute the same instrument.
IN WITNESS WHEREOF, and intending to be legally bound thereby,
the Parties hereto have caused this instrument to be duly executed as of the day
and year first above written.
RIDDELL SPORTS INC.
By: /s/ David Mauer
----------------------------
Name: David Mauer
Title: Chief Executive Officer
RHC LICENSING CORPORATION
By: /s/ David Mauer
----------------------------
Name: David Mauer
Title: Chairman
RIDDELL, INC.
By: /s/ David Mauer
----------------------------
Name: David Mauer
Title: Chairman
64
EQUILINK LICENSING CORPORATION
By: /s/ David Mauer
----------------------------
Name: David Mauer
Title: Chairman
RIDMARK CORPORATION
By: /s/ David Mauer
----------------------------
Name: David Mauer
Title: Chairman
MACMARK CORPORATION
By: /s/ David Mauer
----------------------------
Name: David Mauer
Title: Chairman
NBD BANK, a MICHIGAN BANKING
CORPORATION, f/k/a NBD BANK,
N.A.
By: /s/ Jon P. Dady
----------------------------
Name: Jon P. Dady
Title: First Vice President
MLC PARTNERS LIMITED PARTNERSHIP
By: Robert Holdings Corp.
By: /s/ Robert Nederlander
----------------------------
Name: Robert Nederlander
Title: President
/s/ Lisa J. Marroni
--------------------------------
LISA J. MARRONI
65
/s/ Leonard Toboroff
--------------------------------
LEONARD TOBOROFF
/s/ John McConnaughy, Jr.
--------------------------------
JOHN McCONNAUGHY, JR.
/s/ Robert Nederlander
--------------------------------
ROBERT NEDERLANDER
/s/ Frederick H. Brooks
--------------------------------
FREDERIC H. BROOKS
CONNECTICUT ECONOMICS CORPORATION
By: /s/ Frederick H. Brooks
--------------------------------
Name: Frederick H. Brooks
Title: President
/s/ Robert D. Weisman
--------------------------------
ROBERT D. WEISMAN
BRUCE H. LEVITT
By: /s/ Bruce H. Levitt
--------------------------------
Name: Bruce H. Levitt
Title: Bankruptcy Trustee of M
Holdings Corporation
f/k/a/ MacGregor Sporting
Goods, Inc.
66
M HOLDINGS CORPORATION f/k/a
MACGREGOR SPORTING GOODS, INC.
By: /s/ Bruce H. Levitt
--------------------------------
Name: Bruce H. Levitt
as Bankruptcy Trustee for
M Holdings Corporation
PAUL SWANSON
By: /s/ Paul Swanson
--------------------------------
Name: Paul Swanson
Title: Bankruptcy Trustee of
MGS Acquisition, Inc. and
MacGregor Sports, Inc.
MGS ACQUISITION, INC.
By: /s/ Paul Swanson
--------------------------------
Name: Paul Swanson
Title: Bankruptcy Trustee for
MGS Acquisition, Inc.
MACGREGOR SPORTS, INC.
By: /s/ Paul Swanson
--------------------------------
Name: Paul Swanson
Title: Bankruptcy Trustee for
MacGregor Sports, Inc.
OFFICIAL UNSECURED CREDITORS
COMMITTEE OF MACGREGOR
SPORTING GOODS, INC.
By: /s/ Robert D. Weisman
--------------------------------
Name: Robert D. Weisman
Title: Chairman
67
INNOVATIVE PROMOTIONS, INC.
By: /s/ Robert D. Weisman
--------------------------------
Name: Robert D. Weisman
Title: President
PURSUIT ATHLETIC FOOTWEAR, INC.
By: /s/ Ernest Wood, Jr.
--------------------------------
Name: Ernest Wood, Jr.
Title: Chief Executive Officer
RIDDELL ATHLETIC FOOTWEAR, INC.
By: /s/ Ernest Wood, Jr.
--------------------------------
Name: Ernest Wood, Jr.
Title: Chief Executive Officer
/s/ Ernest Wood, Jr.
--------------------------------
ERNEST WOOD, JR.
/s/ Harry Wood
--------------------------------
HARRY WOOD
68
The following Exhibits have been intentionally omitted:
Exhibit A - General release given by J.C. Wingo to
Frederic H. Brooks and Connecticut Econom-
ics Corporation
Exhibit B - General release given by Frederic H.
Brooks and Connecticut Economics Corpora-
tion to J.C. Wingo
Exhibit C - Form of License Agreement between RHC
Licensing Corporation and Pursuit Athletic
Footwear, Inc.
Exhibit D - Form of Assignment Agreement between RHC
Licensing Corporation, Bruce H. Levitt, as
Bankruptcy Trustee of M Holdings Corpora-
tion and Frederic H. Brooks
69