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General Conveyance, Bill of Sale and Assignment Agreement - Benetton Sportsystem USA Inc. and Prince Sports Inc.

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GENERAL CONVEYANCE, BILL OF SALE AND ASSIGNMENT AGREEMENT

GENERAL CONVEYANCE, BILL OF SALE AND ASSIGNMENT AGREEMENT (the "Bill of Sale"), dated as of April 30, 2003, between Benetton Sportsystem USA, Inc., a corporation organized under the laws of New Jersey ("BSS"), and Prince Sports, Inc., a corporation organized under the laws of Delaware ("Purchaser"). Capitalized terms used herein without definition shall have the meanings ascribed thereto in Schedule V hereto.

W I T N E S S E T H

WHEREAS, Benetton Group S.p.A, a joint stock company organized under the laws of Italy ("Benetton") and Prince Sports, Inc., a corporation organized under the laws of Delaware ("Prince"), are parties to a certain Framework Agreement, dated as of March 27, 2003 (the "Framework Agreement"), pursuant to which, among other things, Benetton agreed to cause BSS to sell and transfer, and Prince agreed to purchase and accept, certain assets of BSS; and

WHEREAS, it is a condition to the Closing of the Framework Agreement that BSS enters into this Bill of Sale to sell to the Purchaser the Transferred Assets (as hereinafter defined);

NOW, THEREFORE, in consideration of the payment by the Purchaser of the Purchase Price and in further consideration of the mutual covenants and agreements contained in the Framework Agreement, the receipt and sufficiency of which are hereby acknowledged, BSS hereby covenants and agrees as follows:

  1. Transferred Assets. For value received, the receipt and sufficiency of which are hereby acknowledged, effective as of April 30, 2003, BSS sells, conveys, assigns, transfers and delivers to the Purchaser, which hereby accepts, all of its right, title and interest and benefit in and to the following assets (collectively, the "Transferred Assets"):

    1. the assets set forth in Schedule I;

    2. the Inventory set forth in Schedule II, as such Schedule may be amended pursuant to Section 3, and any and all customs drawback rights and/or customs refunds related thereto;

    3. the Receivables set forth in Schedule III, as such Schedule may be amended pursuant to Section 3;

    4. the contracts (other than the Excluded Agreements) set forth in Schedule IV, as such Schedule may be amended pursuant to Section 3 (the "Contracts");

TO HAVE AND TO HOLD, all and singular, for its own use forever, the Transferred Assets hereby sold, assigned, transferred, conveyed and delivered, or intended so to be, unto Purchaser, its successors and assigns forever.

  1. Excluded Assets. For the avoidance of doubt, BSS shall not be deemed to have sold pursuant to this Bill of Sale any asset other than the Transferred Assets.

  2. Schedules. Schedules II, III and IV are acknowledged to be estimated lists, and are subject to amendment upon the mutual agreement of the parties hereto or otherwise in accordance with the Framework Agreement, whereupon such amended Schedules shall constitute the definitive lists of the Inventory, Receivables and Contracts, as applicable, and replace in all respects the Schedules attached hereto.

  3. Assumption of Liabilities. Purchaser hereby undertakes, assumes and agrees to perform, pay and discharge when due all liabilities and obligations accruing and required to be performed on or after the date hereof under the Contracts.

  4. Relationship with the Framework Agreement. This Bill of Sale is intended to evidence the consummation of the transactions contemplated by the Framework Agreement. This Bill of Sale is made without representation or warranty except as provided in and by the Framework Agreement. This Bill of Sale is in all respects subject to the provisions of the Framework Agreement and is not intended in any way to supersede, limit or qualify any provision of the Framework Agreement, except that the Schedules attached hereto, as amended pursuant to Section 3, shall take precedence over the schedules attached to the Framework Agreement for purposes of this Bill of Sale.

  5. Further Assurances. Each party hereby agrees on demand to make, execute, acknowledge and deliver any and all further documents and instruments, and to do and cause to be done all such further acts, reasonably requested by the other party to evidence and/or in any manner to perfect the transfer and assignment to Purchaser of the Transferred Assets contemplated hereby. Subject to Section 4.7 of the Framework Agreement, Purchaser is hereby granted the irrevocable right and authority to collect for its own account all Receivables and other items included in the Transferred Assets and to endorse with the name of BSS any checks received solely on account of any such Receivables or such other items.

  6. Successors. This Bill of Sale shall inure to the benefit of and is binding upon the respective successors and assigns of BSS and Purchaser.

  7. Governing Law. This Bill of Sale shall be governed by the laws of the State of New York without giving effect to its conflict of laws principles.

  8. Dispute Resolution. Any dispute as to matters relating to this Bill of Sale shall be resolved in accordance with the arbitration procedures set forth in the Framework Agreement.

IN WITNESS WHEREOF, the parties have caused this Bill of Sale to be executed and delivered effective as of the date first written above.

Benetton Sportsystem U.S.A., Inc.

By: Carlo Tunioli                  

Name: Carlo Tunioli

Title: Global Managing Director

Prince Sports, Inc.

By: Michael Lyons                

Name: Michael Lyons                

Title: President