Exhibit C
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GUARANTY
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WHEREAS, the undersigned directly or indirectly own capital stock of Les
Equipements Sportifs Davtec Inc., a Canadian corporation ("Davtec"); and
WHEREAS, to induce Rawlings Sporting Goods Company, Inc., a Delaware
corporation, and Rawlings Canada Inc., a Nova Scotia corporation (collectively,
the "Buyers"), to enter into an Asset Purchase Agreement, dated September 10,
1997, among Davtec, Buyers, and the other parties signatory thereto (the "Asset
Purchase Agreement"), providing for the purchase by Buyers of substantially all
of the assets of Davtec, the undersigned have agreed to guarantee all of the
obligations of Davtec under the Agreement pursuant to this Guaranty;
NOW, THEREFORE, FOR VALUE RECEIVED, the undersigned hereby jointly and
severally, absolutely and unconditionally guarantee to Buyers the performance
when due of all of the obligations of Davtec under the Asset Purchase Agreement,
including but not limited to Davtec's indemnification obligations under Article
XI of the Asset Purchase Agreement (collectively, the "Obligations"). In
addition, the undersigned shall be liable to Buyers for all costs and expenses
incurred by Buyers in attempting or effecting collection hereunder (whether or
not litigation shall be commenced in aid thereof) and in connection with the
representation of Buyers in any bankruptcy or insolvency proceedings of Davtec
or the undersigned, including without limitation reasonable attorneys' fees and
expenses.
Notice of the acceptance of this Guaranty and presentment, demand for
payment, notice of dishonor, protest, and notice of protest are hereby waived by
the undersigned who agree that: (i) the obligations of the undersigned hereunder
are primary and may be enforced directly against the undersigned independently
of and without proceeding against Davtec or any other guarantor, (ii) Buyers in
their sole and absolute discretion may extend the time of payment, and renew or
change the manner, place, time and terms of payment of and make any other
changes with respect to any or all of the Obligations, (iii) Buyers may in their
sole and absolute discretion release and otherwise deal with any other guarantor
or guarantors, and (iv) Buyers may exercise or refrain from exercising any
rights against Davtec or any guarantor or guarantors and otherwise act or
refrain from acting, and may settle or compromise any or all of the Obligations
with Davtec, all without releasing the undersigned and waiving any rights
hereunder.
No delay by Buyers in exercising any of their options, powers or rights or
any partial or single exercise thereof shall constitute a waiver thereof. No
waiver of any of Buyers' rights hereunder and no modification or amendment of
this Guaranty shall be deemed to be made by Buyers unless the same shall be in
writing, duly signed on Buyers' behalf, and each such waiver (if any) shall
apply only with respect to the specific instance involved and shall in no way
impair Buyers' rights or the obligations of the undersigned to Buyers in any
other respect at any other time. In case any one or more of the provisions
hereof should be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions hereof shall not be
affected or impaired thereby.
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This Guaranty shall remain in full force and effect and shall not be
terminable without the consent of Buyers so long as any of the Obligations
remains unpaid.
This Guaranty shall be governed by and construed in accordance with the
laws of the State of Missouri, shall be binding on the successors and assigns of
the undersigned, and shall inure to the benefit of Buyers' successors and
assigns.
Dated at St. Louis, Missouri this 12th day of September, 1997.
AMSKATE HOLDING LTD.
By /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Authorized Officer
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2984334 CANADA LTD.
By /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Authorized Officer
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GESTION PINTADE INC.
By /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Authorized Officer
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▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ INC.
By /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Authorized Officer
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23681 v2
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3102-1991 QUEBEC INC.
By /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Authorized Officer
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GESTION ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ INC.
By /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Authorized Officer
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GESTION DAVTEC INC.
By /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Authorized Officer
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THREE R SALES, INC.
By /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Authorized Officer
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23681 v2
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