Amendment to Settlement Agreement Between Umbro International Limited and Varsity Spirit Fashions & Supplies Inc.

Summary

Umbro International Limited and Varsity Spirit Fashions & Supplies Inc. have agreed to amend their previous settlement agreement regarding the valuation and payment for inventory. Umbro will pay Varsity $2,700,000 in three installments and will also receive assignment of certain debts totaling $103,159.30, as listed in Schedule A. This agreement confirms the accepted inventory value and modifies the payment terms originally set out in their 2001 settlement. Both parties confirm the transfer of specific purchase and sales orders as part of the arrangement.

EX-10.24 5 c24434_ex10-24.txt CORRESPONDENCE WITH SCHEDULE A ATTACHED Umbro International Limited Umbro House Lakeside Cheadle Cheshire SK8 3QW Company number: 198168 To: Varsity Spirit Fashions & Supplies Inc. 2525 Horizon Lake Drive Memphis TN 38133 Dated: Dear Sirs AGREEMENT BETWEEN UMBRO INTERNATIONAL LIMITED ("UMBRO") AND VARSITY SPIRIT FASHIONS & SUPPLIES INC. ("VARSITY") PURSUANT TO A SETTLEMENT AGREEMENT DATED 26TH SEPTEMBER 2001 ("THE SETTLEMENT AGREEMENT") We write further to our recent discussions concerning the valuation of the inventory as required pursuant to the clause 5.1 of the Settlement Agreement. Umbro and Varsity acknowledge that Varsity have undertaken the Inspection of the Physical Inventory in accordance with the terms of the Settlement Agreement. Varsity and Umbro hereby agree that the Accepted Physical Inventory Value is a gross amount equivalent to US $2,600,000. This shall be settled by a payment to be made by Umbro to Varsity of US $2,700,000 and the assignment and payment to Umbro of those debts listed in Schedule A equivalent to the sum of US$103,159.30. The parties hereby agree to amend the obligations regarding payment of the Agreed Physical Inventory Value as set out in clause 5.4 of the Settlement Agreement so that Umbro shall pay to Varsity the sum of US $2,700,000 in three instalments as follows: (a) US $1 million within 3 days of signature of this Agreement; (b) US $850,000 within 30 days of the date of cleared funds being paid to Varsity pursuant to (a) above; (c) US $850,000 within 30 days of the date of cleared funds being paid to Varsity pursuant to (b) above. In accordance with clause 3.4 of the Settlement Agreement Umbro hereby accepts and assumes the assignment and transfer of the Transferred Product Purchase and Sales Orders. 1 Any defined terms used in this Agreement shall have the same meaning ascribed to them in the Settlement Agreement. As confirmation of your acceptance of the terms of this letter, please signed and return the enclosed copy of this letter. Signed by for and on behalf of Umbro International Limited Signed as a deed by /s/ David Groelinger - -------------------- for and on behalf of Varsity Spirit Fashions & Supplies Inc. 2 Schedule A Debts $ Cincinnati Riverhawks USL 2,542.09 North Jersey Imperials USL 3,504.80 El Paso Patriots 2,371.20 Rochester Raging Rhino's 1,778.23 Atlanta Silverbacks 401.08 Mass Pro Soccer 6,352.69 New York Freedoms -- Westchester Flames 6,008.04 ANA Sports Management 868.05 Palm Beach Pumas FC 2,356.56 Connecticut Wolves 1,268.81 Boulder Novs 398.01 Oklahoma Outrage 850.08 Brooklyn Knights 1,650.04 Portland Timbers 48,976.63 Wilmington Hammerheads -- Kraft Soccer LLC -- West Michigan Edge 3,992.10 South Jersey Barons 7,842.77 Texas Soccer 11,998.12 Atlanta Beal -- ----------- Total 103,159.30 ----------- 3