EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 15, 2002Merger Agreement • December 17th, 2002 • Rawlings Sporting Goods Co Inc • Sporting & athletic goods, nec • Delaware
WITNESSETH:Rights Agreement • April 30th, 1999 • Rawlings Sporting Goods Co Inc • Sporting & athletic goods, nec • Delaware
RECITALSCredit Agreement • December 13th, 2000 • Rawlings Sporting Goods Co Inc • Sporting & athletic goods, nec • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of this 7th day of January, 2000, by and between Rawlings Sporting Goods Company, Inc., a Delaware corporation (the...Employment Agreement • August 4th, 2000 • Rawlings Sporting Goods Co Inc • Sporting & athletic goods, nec • Missouri
WITNESSETH:Settlement Agreement • December 26th, 2001 • Rawlings Sporting Goods Co Inc • Sporting & athletic goods, nec • Missouri
AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT AGREEMENT This Amendment No. 6 to Amended and Restated Credit Agreement (this "Amendment Agreement") is entered into as of September 30, 1999 by and among Rawlings Sporting Goods Company, Inc. (the...Credit Agreement • December 29th, 1999 • Rawlings Sporting Goods Co Inc • Sporting & athletic goods, nec • Illinois
EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into as of this 1st day of September, 2001, between RAWLINGS SPORTING GOODS COMPANY, INC., a Delaware corporation (the "Company"), and TED SIZEMORE (the "Executive"). This Agreement cancels and supersedes...Employment Agreement • January 14th, 2002 • Rawlings Sporting Goods Co Inc • Sporting & athletic goods, nec • Missouri
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into as of this 1st day of January 2002, between RAWLINGS SPORTING GOODS COMPANY, INC., a Delaware corporation (the "Company"), and HOWARD B. KEENE (the "Executive"). This Agreement cancels...Employment Agreement • April 12th, 2002 • Rawlings Sporting Goods Co Inc • Sporting & athletic goods, nec • Missouri
AND MELLON INVESTOR SERVICES LLC RIGHTS AGENTRights Agreement • November 29th, 2002 • Rawlings Sporting Goods Co Inc • Sporting & athletic goods, nec • New York
EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into as of this 2nd day of November, 1998, between Rawlings Sporting Goods Company, Inc., a Delaware corporation (the "Company"), and Stephen M. O'Hara (the "Executive"). 1. EMPLOYMENT. The Company agrees...Employment Agreement • December 29th, 1999 • Rawlings Sporting Goods Co Inc • Sporting & athletic goods, nec • Missouri
AMENDMENT NO. 3 TO CREDIT AGREEMENT This Amendment No. 3 to Credit Agreement (the "Amendment Agreement") is entered into as of September 23, 1996 by and among Rawlings Sporting Goods Company, Inc. (the "Borrower"), the undersigned lenders (the...Credit Agreement • November 27th, 1996 • Rawlings Sporting Goods Co Inc • Sporting & athletic goods, nec • Illinois
EXHIBIT 1 FIRST AMENDMENT TO RIGHTS AGREEMENT FIRST AMENDMENT ("First Amendment"), dated as of February 18, 2003, to the Rights Agreement dated as of November 27, 2002 (the "Rights Agreement") by and between Rawlings Sporting Goods Company, Inc., a...Rights Agreement • February 20th, 2003 • Rawlings Sporting Goods Co Inc • Sporting & athletic goods, nec • New York
WITNESSETH:Credit Agreement • January 14th, 2003 • Rawlings Sporting Goods Co Inc • Sporting & athletic goods, nec • North Carolina
AMENDMENT NUMBER ONE TO STANDSTILL AGREEMENTStandstill Agreement • April 30th, 1999 • Rawlings Sporting Goods Co Inc • Sporting & athletic goods, nec • Delaware
WITNESSETH:Credit Agreement • April 12th, 2002 • Rawlings Sporting Goods Co Inc • Sporting & athletic goods, nec
RECITALSCredit Agreement • December 13th, 2000 • Rawlings Sporting Goods Co Inc • Sporting & athletic goods, nec • New York
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT This Amendment No. 2 to Amended and Restated Credit Agreement (this "Amendment Agreement") is entered into as of February 28, 1999 by and among Rawlings Sporting Goods Company, Inc. (the...Credit Agreement • July 15th, 1999 • Rawlings Sporting Goods Co Inc • Sporting & athletic goods, nec • Illinois
EXHIBIT 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 21st, 1997 • Rawlings Sporting Goods Co Inc • Sporting & athletic goods, nec • Missouri
EXECUTION COPY AMENDMENT NO. 7 TO CREDIT AGREEMENT AMENDMENT NO. 7 TO CREDIT AGREEMENT (this "Amendment"), dated as of November 27, 2001 and effective as of August 31, 2001 among RAWLINGS SPORTING GOODS COMPANY, INC., a Delaware corporation...Credit Agreement • January 14th, 2002 • Rawlings Sporting Goods Co Inc • Sporting & athletic goods, nec • Delaware
STOCK PLEDGE AGREEMENT This Stock Pledge Agreement, dated as of July 14, 1999, is by and between Rawling's Sporting Goods Company, Inc., and THE FIRST NATIONAL BANK OF CHICAGO, as Agent. R E C I T A L S: 1. Pursuant to the Credit Agreement (as...Stock Pledge Agreement • July 15th, 1999 • Rawlings Sporting Goods Co Inc • Sporting & athletic goods, nec • Illinois
WITNESSETH:Credit Agreement • July 9th, 1997 • Rawlings Sporting Goods Co Inc • Sporting & athletic goods, nec • Illinois
WITNESSETH:Waiver to Credit Agreement • July 15th, 2002 • Rawlings Sporting Goods Co Inc • Sporting & athletic goods, nec • Delaware
EXHIBIT 10.5 AMENDMENT NO. 4 AND CONSENT TO CREDIT AGREEMENT AMENDMENT NO. 4 AND CONSENT TO CREDIT AGREEMENT (this "Amendment and Consent"), dated as of May 15, 2001, among RAWLINGS SPORTING GOODS COMPANY, INC., a Delaware corporation ("Borrower");...Credit Agreement • November 28th, 2001 • Rawlings Sporting Goods Co Inc • Sporting & athletic goods, nec
AMENDMENT NO. 9 TO CREDIT AGREEMENT AMENDMENT NO. 9 TO CREDIT AGREEMENT (this "Amendment"), dated as of November 14, 2002 among RAWLINGS SPORTING GOODS COMPANY, INC., a Delaware corporation ("Borrower"), the other Credit Parties signatory to the...Credit Agreement • November 27th, 2002 • Rawlings Sporting Goods Co Inc • Sporting & athletic goods, nec • Delaware
AMONGCredit Agreement • October 21st, 1997 • Rawlings Sporting Goods Co Inc • Sporting & athletic goods, nec • Illinois
EXHIBIT 99.1 PRIME BROKERAGE SERVICES AGREEMENT This Agreement sets forth the terms and conditions under which UBS PaineWebber Inc., its successors and assigns ("UBS PaineWebber") will clear your securities transactions with such broker-dealer as you...Prime Brokerage Services Agreement • February 1st, 2002 • Rawlings Sporting Goods Co Inc • Sporting & athletic goods, nec • New York
amongCredit Agreement • January 3rd, 2000 • Rawlings Sporting Goods Co Inc • Sporting & athletic goods, nec • Illinois
PLEDGE AND SECURITY AGREEMENT This Pledge and Security Agreement is made as of July 14, 1999 by and between Rawlings Sporting Goods Company, Inc., a Delaware corporation (the "Borrower"), and THE FIRST NATIONAL BANK OF CHICAGO, as Agent (as...Pledge and Security Agreement • July 15th, 1999 • Rawlings Sporting Goods Co Inc • Sporting & athletic goods, nec • Illinois
INTELLECTUAL PROPERTY ASSIGNMENT OF SECURITY INTEREST This Intellectual Property Assignment of Security Interest (this "Assignment") is dated as of July 14, 1999 by and between Rawling's Sporting Goods Company, Inc. (the "Assignor"), and THE FIRST...Intellectual Property Assignment of Security Interest • July 15th, 1999 • Rawlings Sporting Goods Co Inc • Sporting & athletic goods, nec • Illinois
July 31, 1999 VIA FACSIMILE Rawlings Sporting Goods Company, Inc. 1859 Intertech Drive Fenton, Missouri 63026 Re: Amendment No. 4 to Amended and Restated Credit Agreement Gentlemen: We refer to the Amended and Restated Credit Agreement, dated as of...Credit Agreement • December 29th, 1999 • Rawlings Sporting Goods Co Inc • Sporting & athletic goods, nec
