Exhibit 2.2
Dated as of June 1, 1996
PRIVILEGED AND CONFIDENTIAL
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BY TELECOPIER AND FEDERAL EXPRESS
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Fred S. Souk, Esq.
Crowell & Moring
1001 Pennsylvania Avenue, N.W.
Washington, DC 20004-2505
UNDERSTANDING AND AGREEMENT
REGARDING PRODUCT LIABILITY LITIGATION
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Dear Fred:
This will confirm the understanding and agreement between Remington Arms
Company, Inc. and/or its owners or affiliated entities (collectively,
"Remington") and/or Sporting Goods Properties, Inc. and/or its owners or
affiliated entities (collectively, "SGPI") and/or E.I. du Pont de Nemours and
Company and/or its affiliated entities (collectively, "DuPont") that inasmuch as
a mutually beneficial and acceptable resolution by settlement of the Garza
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action was reached prior to the commencement of trial, and the settlement has
been approved and consummated, the Asset Purchase Agreement ("APA") entered into
on December 1, 1993 is hereby amended to provide for the sharing, on an
occurrence basis, of defense and indemnity costs arising
Fred S. Souk, Esq. 2 As of June 1, 1996
from post-closing occurrences which result in Product Liabilities (as that term
is used in the APA) allegedly caused by the use of 1140 Modified steel in
barrels on Model 870, Model 1100 and Model 11-87 shotguns, for the six-year
period ending November 30, 1999, as follows:
i. 75% Remington and 25% DuPont/SGPI for the
first $10 million of cumulative defense and
indemnity costs;
ii. 100% Remington for the next $5 million of
cumulative defense and indemnity costs;
iii. 50% Remington and 50% DuPont/SGPI for the
next $15 million of cumulative defense and indemnity
costs; and
iv. 100% Remington for the next $5 million of
cumulative defense and indemnity costs;
v. 50% Remington and 50% DuPont/SGPI for the
next $25 million of cumulative defense and indemnity
costs;
vi. 75% Remington and 25% DuPont/SGPI for the
next $7.5 million of cumulative defense and
indemnity costs;
vii. 100% Remington for the next $5 million of
cumulative defense and indemnity costs; and
viii. 75% Remington and 25% DuPont/SGPI for
cumulative defense and indemnity costs exceeding
$72.5 million .
Except as expressly stated herein, nothing in this letter of understanding
and agreement shall modify, alter or release any rights, responsibilities or
claims each party may have in relation to the other. Nothing herein is intended
to modify, or shall modify, any budgeting, cost-sharing or other arrangements
which the parties have entered into, or will in the future enter into, in
furtherance of their joint defense of product liability litigation under the APA
and PLSA.
Fred S. Souk, Esq. 3 As of June 1, 1996
Please indicate the agreement of your clients with the foregoing, by
signing in the space provided below.
Sincerely,
/s/ Anne E. Cohen
___________________________
Anne E. Cohen
Attorney for Remington Arms
Company, Inc. and its owners
and affiliated entities
Approved and agreed:
/s/ Fred S. Souk
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Fred S. Souk
Attorney for E.I. du Pont
de Nemours and Company,
Sporting Goods Properties,
Inc. and their affiliated entities