exv10w3



 





Exhibit 10.3




TRANSITION SERVICES AGREEMENT




between




Springs Global US, Inc.




and




Crown Crafts Infant Products, Inc.




Dated as of November 5, 2007




 









 





     This Transition Services Agreement (this “Agreement”) is made and entered into as of
November 5, 2007 (the “Effective Time”), by and between Springs Global US, Inc., a Delaware
corporation (“Springs Global”), and Crown Crafts Infant Products, Inc., a Delaware
corporation (“Crown Crafts”).



WITNESSETH:




          WHEREAS, Springs Global and Crown Crafts have entered into an Asset Purchase Agreement dated
as of the date hereof (the “Asset Purchase Agreement”) pursuant to which Springs Global has
agreed to sell, and Crown Crafts has agreed to buy, certain of the assets of Springs Global’s baby
product line;




          WHEREAS, in connection with the transactions contemplated by the Asset Purchase Agreement,
Crown Crafts desires that Springs Global provide, or cause to be provided, to Crown Crafts, and
Springs Global is willing to provide, or cause to be provided, to Crown Crafts, certain transition
services as set forth herein during the periods set forth herein; and




          WHEREAS, capitalized terms used and not defined in this Agreement shall have the meanings
ascribed to them in the Asset Purchase Agreement.




          NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as
follows:




TERMS AND CONDITIONS




          1. Agreement to Provide Services.




          1.1 Agreement. Upon the terms and subject to the conditions contained herein and in
the Schedules attached hereto, (a) Springs Global hereby agrees to provide, or cause to be
provided, to Crown Crafts the Transition Services (as defined herein), and (b) Crown Crafts agrees
to pay Springs Global the Service Costs (as defined herein) for such Transition Services.




          1.2 Transition Services. In this Agreement, the term “Transition Services”
shall mean and refer to the services relating to the operation of Crown Crafts’ business set forth
on Schedule A; each particular such service shall be referred to herein as a “Transition
Service.”




          1.3 Transition Period. Springs Global shall provide the Transition Services to Crown
Crafts during the periods (each, a “Transition Period”) that shall commence at the
Effective Time and shall, with respect to each Transition Service, continue for the period ending
on the date that is six (6) months after the Effective Time or such shorter period, if any, set
forth on Schedule A, unless earlier terminated in accordance with Section 1.4.




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          1.4 Phase Out or Termination of Transition Services. Crown Crafts shall have the
unconditional right, in its sole and absolute discretion, to direct that any or all of the
Transition Services provided to it be terminated effective on a date established by Crown Crafts
(“Early Termination”) that is prior to the applicable termination date for such Transition
Service. Such Early Termination will be effective no earlier than fifteen (15) days after written
notice of the Early Termination is received by Springs Global, unless Springs Global consents in
writing to a shorter period. Any such Early Termination shall be final, and the amounts payable by
Crown Crafts hereunder shall not be changed in any respect by any such Early Termination. Crown
Crafts may at any time request that the level of any specific item of the Transition Services be
reduced or phased out, subject to mutual written agreement of the parties at any time. If Crown
Crafts fails to pay any Service Costs or Reimbursable Expenses (as defined herein) as and when due
hereunder (subject to the provisions of Sections 2.2 and 2.3 hereof) or breaches any other material
provision of this Agreement, then Springs Global may terminate this Agreement by giving written
notice of termination to Crown Crafts; provided, that Springs Global will not terminate
this Agreement without first giving Crown Crafts ten (10) business days following such notice to
cure such failure or breach.




          2. Payment for Transition Services.




          2.1 Service Costs and Reimbursable Expenses. In consideration for Springs Global’s
provision of the Transition Services, (i) Crown Crafts will reimburse Springs Global (a) for
Springs Global’s service costs determined in accordance with Schedule A (the “Service
Costs”) and (b) for Springs Global’s actual documented out-of-pocket expenses not otherwise set
forth on Schedule A but nevertheless actually and reasonably incurred by Springs Global in
connection with providing, or in order to provide or cause to be provided, the Transition Services
(the “Reimbursable Expenses”); provided that no Reimbursable Expenses exceeding
$5,000 in the aggregate shall be incurred without the prior written consent of Crown Crafts.




          2.2 Reimbursement of Service Costs and Expenses. Springs Global shall invoice Crown
Crafts for Service Costs and Reimbursable Expenses promptly after the end of each fiscal month
during each Transition Period. Such invoices shall set forth in reasonable detail the Transition
Services provided during such month and the Service Costs and Reimbursable Expenses payable by
Crown Crafts therefor. Subject to Section 2.3, each invoice shall be paid by wire transfer not
later than thirty (30) calendar days following receipt by Crown Crafts thereof in accordance with
the written instructions provided by Springs Global to Crown Crafts; provided, that no such
payment by Crown Crafts shall be deemed to be a waiver of its rights under Section 2.3. This
Section 2.2 and Section 2.3 below shall survive any termination of this Agreement with respect to
Transition Services performed pursuant to this Agreement for which Springs Global has not yet been
paid by Crown Crafts.




          2.3 Audits; Objections. Crown Crafts (and its accountants) shall have the right, upon
reasonable written notice and at its expense, to review the applicable books and records of Springs
Global with respect to Springs Global’s obligations under this Agreement and to confer with
employees of Springs Global to review the accuracy of any of the invoices provided to Crown Crafts
(in each case during business hours and without unreasonably disrupting Springs Global’s normal
operations). In the event that Crown Crafts disputes any such invoice or the amount of any such
remittances, Crown Crafts shall pay all undisputed



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charges on such invoice and shall notify Springs Global in writing of its objections. Crown
Crafts and Springs Global shall negotiate in good faith to attempt to resolve such dispute. In the
event the parties are unable to resolve such dispute, the parties will seek to resolve such dispute
in accordance with Section 7.11 of this Agreement.




          3. Service Standards. Springs Global shall perform or cause to be performed the
Transition Services with the same degree of care, skill, diligence and compliance with applicable
law and in substantially the same manner as performed immediately prior to the Effective Time.




          4. Force Majeure. No party shall be liable for any failure of performance
attributable to acts, events or causes (including, but not limited to, war, riot, rebellion, civil
disturbances, power failures, failure of telephone lines and equipment, flood, storm, fire and
earthquake or other acts of God or conditions or events of nature, or any law, order, proclamation,
regulation, ordinance, demand or requirement of any governmental authority) beyond its control that
prevent in whole or in part performance by such party hereunder. In the event of any such force
majeure event, Springs Global will take commercially reasonable steps to mitigate the adverse
effect of such force majeure event. Subject to the foregoing, the affected provisions and/or other
requirements of this Agreement shall be suspended during the period of such disability and Springs
Global shall have no liability to Crown Crafts or any other party in connection therewith other
than by reason of breach or nonfulfillment of its covenants in this Section 4. To the extent
Springs Global is unable to provide services during any period of force majeure, Crown Crafts shall
not be liable for any Service Costs or Reimburseable Expenses during such period of force majeure.
Springs Global shall use commercially reasonable efforts to remove such disability as soon as and
to the extent reasonably possible and to assist Crown Crafts in finding third parties to provide
affected Transition Services at rates no less favorable to Crown Crafts than those applicable
hereunder during the period of such disability. Unless otherwise agreed in writing by Crown
Crafts, the Transition Period relating to each Transition Service affected by such disability,
other than Transition Services related to information technology, shall be deemed to be extended by
a period of time equal to the period of such disability.




          5. Access to Employees.




          (a) At Crown Crafts’ request, Springs Global shall use reasonable efforts to provide Crown
Crafts with reasonable access to the employees providing the applicable Transition Services
hereunder.




          (b) Crown Crafts agrees that during the term of this Agreement and for a period of twelve (12)
months following the termination of this Agreement Crown Crafts shall, and shall cause its
subsidiaries and Affiliates (as defined herein) to, not employ, solicit, tamper with, or divert (or
attempt to employ, solicit, tamper with, or divert) away from Springs Global or its Affiliates any
of Springs Global’s or its Affiliates’ employees (other than employees solely associated with the
baby product line) for the purpose of engaging or employing them.




          6. Indemnification.




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          (a) Springs Global shall indemnify, defend, save and hold harmless Crown Crafts, its
Affiliates, their officers, directors, employees, agents and representatives from and against any
and all losses, liabilities, claims, damages, actions, fines, penalties, expenses or costs
(including court costs and reasonable attorneys’ fees) (“Losses”) suffered or incurred by
any such Person arising from or in connection with Springs Global’s nonfulfillment of or failure to
comply with any covenant, agreement or obligation of Springs Global hereunder, except to the extent
resulting from Crown Crafts’ or any of its Affiliates’ acts or omissions.




          (b) Crown Crafts shall indemnify, defend and hold harmless Springs Global, its Affiliates,
their officers, directors, employees, agents and representatives from and against any and all
Losses suffered or incurred by any such Person arising from or in connection with Crown Crafts’
nonfulfillment of or failure to comply with any covenant, agreement or obligation of Crown Crafts
hereunder, except to the extent resulting from Springs Global’s or any of its Affiliates’ acts or
omissions.




          (c) Notwithstanding any other provision of this Agreement, no party shall be liable for lost
profit, lost revenue or any other form of indirect, incidental, special, consequential or punitive
damages, even if that party has been informed of the possibility of such damages.




          7. General Provisions.




          7.1 Definitions. For the purposes of this Agreement and the Schedules and Exhibits
hereto:




          “Affiliate” means, with respect to any Person, any other Person directly or indirectly
controlling, controlled by or under common control with such Person. Control of any Person shall
consist of the power to direct the management and policies of such Person (whether through the
ownership of voting securities, by contract, as trustee or executor or otherwise) and shall be
deemed to exist upon the ownership of securities entitling the holder thereof to exercise more than
fifty percent (50%) of the voting power in the election of directors of such Person (or other
Persons or body performing similar functions).




          7.2 Notices. All notices and other communications hereunder shall be in writing and
shall be deemed given if (a) delivered by hand, (b) mailed by registered or certified mail (return
receipt requested), (c) by deposit with a nationally recognized courier for next business day
delivery, or (d) faxed and immediately confirmed both orally and in writing, to the parties at the
following addresses (or at such other addresses for a party as shall be specified by like notice)
and shall be deemed given on the date on which so hand-delivered or so telecommunicated or the next
business day following deposit with such courier or on the third business day following the date on
which so mailed, if deposited in a regularly-maintained receptacle for United States mail:



If to Springs Global:



Springs Global US, Inc.

205 North White Street

Fort Mill, South Carolina 29715

Attn: General Counsel




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Fax: (803) 547-3766



If to Crown Crafts:



Crown Crafts Infant Products, Inc.

916 S. Burnside Avenue

Gonzales, Louisiana 70737

Attn: Mr. E. Randall Chestnut

Fax: (225) 647-9112



With a copy to (which shall not constitute notice to Crown Crafts):



Rogers & Hardin LLP

2700 International Tower

229 Peachtree Street, NE

Atlanta, Georgia 30303

Attn: Steven E. Fox, Esq.

Fax: (404) 525-2224




          7.3 Assignment; Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Neither party hereto may assign either this Agreement or any of its rights or interests hereunder,
or delegate any of its duties or obligations hereunder, without the prior written approval of the
other party.




          7.4 No Third-Party Beneficiaries. Except as set forth in Section 6, nothing in this
Agreement shall be construed as giving any person, other than the parties hereto and their heirs,
successors, legal representatives and permitted assigns, any right, remedy or claim under or in
respect of this Agreement or any provision hereof.




          7.5 Remedies. Except as otherwise expressly provided herein, none of the remedies set
forth in this Agreement is intended to be exclusive, and each party shall have all other remedies
now or hereafter existing at law or in equity or by statute or otherwise, and the election of any
one or more remedies shall not constitute a waiver of the right to pursue other available remedies.
Nothing contained herein shall be deemed to be a limitation on any remedies that otherwise may
exist or be available to any party under the Asset Purchase Agreement.




          7.6 Interpretation; Definitions. The headings contained in this Agreement or in any
Schedule hereto are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. The terms defined in the singular shall have a comparable
meaning when used in the plural, and vice versa. This Agreement shall be construed without regard
to any presumption or rule requiring construction or interpretation against the party drafting or
causing any instrument to be drafted. When a reference is made in this Agreement to Sections or
Schedules, such reference shall be to a Section of or Schedule to this Agreement unless otherwise
indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement,
they shall be deemed to be followed by the words “without limitation.” The phrases “the date of
this Agreement,” “the date hereof” and terms of



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similar import, unless the context otherwise requires, shall be deemed to refer to the date
set forth in the first paragraph of this Agreement. The words “hereof,” “hereby,” “herein,”
“hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole (including
the Schedules) and not to any particular Section in which such words appear. All references herein
to dollar amounts shall be deemed to be references to U.S. Dollars.




          7.7 Amendment; Waiver. Neither this Agreement nor any term hereof may be amended or
otherwise modified other than by an instrument in writing signed by the parties. No provision of
this Agreement may be waived, discharged or terminated other than by an instrument in writing
signed by the party against whom the enforcement of such waiver, discharge or termination is
sought.




          7.8 Counterparts. This Agreement and any amendments hereto may be executed by
facsimile and in one or more counterparts, all of which shall be considered one and the same
agreement, and shall become effective when one or more such counterparts have been signed by each
of the parties and delivered to the other party.




          7.9 Severability. If any provision of this Agreement or the application of any such
provision to any Person or circumstance shall be held invalid, illegal or unenforceable in any
respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall
not affect any other provision hereof.




          7.10 Governing Law. This Agreement shall be governed by and construed in accordance
with the internal laws of the State of Delaware applicable to contracts entered into and to be
performed entirely within such State.




          7.11 Dispute Resolution. Any dispute under this Agreement shall be resolved using the
arbitration provisions set forth in Section 6.12 of the Asset Purchase Agreement




          7.12 Confidentiality. Each party shall keep confidential and cause its Affiliates and
their respective officers, directors, employees and representatives to keep confidential the
Schedules to this Agreement and all information received from the other party regarding the
Transition Services or the business and affairs of the other party in connection with performance
of the Transition Services and to use such information only for the purposes set forth in this
Agreement, unless otherwise agreed to in writing by the party from which such information was
received. In the event a party is required by any court or legislative or administrative body (by
oral questions, interrogatories, requests for information or documents, subpoena, civil
investigation demand or similar process) to disclose any confidential information provided pursuant
to this Agreement, the party shall provide the other party with prompt notice of such requirement
in order to afford the other party an opportunity to seek an appropriate protective order or other
remedy. However, if the other party is unable to obtain or does not seek such protective order and
the party required to disclose the confidential information is, in the opinion of its counsel,
legally compelled to disclose such confidential information, disclosure of such information may be
made without liability under this Agreement.




          7.13 Authority. Neither of the parties hereto shall act or represent or hold itself
out as having authority to act as an agent or partner of the other party, or in any way bind or



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commit the other party to any obligations. Nothing contained in this Agreement shall be
construed as creating a partnership, joint venture, agency, trust or other association of any kind,
each party being individually responsible only for its obligations as set forth in this Agreement.




          7.14 Term of Agreement. This Agreement will terminate and be of no further force or
effect immediately as of the time and date that the last remaining Transition Period (as such
Transition Period may have been extended pursuant hereto) shall have either expired or been
terminated; provided, that upon termination or expiration of this Agreement, (i) no party
hereto shall be relieved of any liability for any breach or nonfulfillment of any provision of this
Agreement and (ii) Sections 6 and 7 will survive any termination or expiration of this Agreement.
The amounts that Crown Crafts is obligated to pay on a monthly basis pursuant to Section 2.1 will
be prorated on a daily basis for any partial month of the term of this Agreement.




          7.15. Schedules. All Schedules annexed hereto or referred to herein are hereby
incorporated in and made a part of this Agreement as if set forth in full herein.




          7.16 Entire Agreement. This Agreement (including the Schedules hereto) contains the
entire agreement and understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings, whether written or oral, relating to
such subject matter.




          7.17 Taxes. Solely to the extent included in the pricing set forth on the applicable
Schedule, Service Costs payable by Crown Crafts to Springs Global shall be inclusive of any
applicable sales, use, excise or other similar taxes (each, a “Tax”) applicable to the sale of
Transition Services. In the event that any Tax is properly chargeable on the provision of a
Transition Service as indicated on the applicable Schedule, Crown Crafts shall be responsible for
and shall pay the amount of any such Tax in addition to and at the same time as the Service Costs.
All Service Costs will be paid free and clear of and without withholding or deduction for or on
account of any Tax, except as may be required by applicable law.




          7.18 Employees. All persons engaged in providing any Transition Service shall be the
sole and exclusive employees of Springs Global or, as applicable, an Affiliate of Springs Global,
with Springs Global or such Affiliate, as the case may be, solely responsible for all employment
decisions regarding such employees and all costs and obligations associated with such employees,
including wages, benefits and Taxes, and for complying with all employment and Tax laws related to
such employment.




[Remainder of Page Intentionally Left Blank. Signature Page Follows.]



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          IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first
above written.




	 	 	 	 	 
	 	SPRINGS GLOBAL US, INC.

 	 
	 	By:  	/s/ Flavio R. Barbosa	 
	 
	 	Name:  	Flavio R. Barbosa	 
	 
	 	Title:  	EVP & CFO	 
	 
	 	 	 	 
	 	CROWN CRAFTS INFANT PRODUCTS, INC.

 	 
	 	By:  	/s/ E. Randall Chestnut	 
	 	 	 	 
	 	Name:  	E. Randall Chestnut	 
	 
	 	Title:  	Vice President	 
	 



[Signature page for Transition Services Agreement –SGUS/Crown Crafts]

















 





SCHEDULE A




TRANSITION SERVICES




CROWN CRAFT INFANT PRODUCTS, INC. TRANSITION SERVICES




I. Information Technology





	•	 	Transition Support Services






- Transition Support Services will be provided, as needed and requested, to
assist Crown Crafts in conversion to its EDI, ERP, Distribution and Financial systems
and to its own Network facilities during the Transition Period. This support will be
coordinated by the Springs Global designated Project Manager who will serve as the
primary point of contact between Springs Global and Crown Crafts with respect to any
Transition Support Services.




- Transition Support Services provided will be delivered in accordance with
Springs Global’s customary work methods and processes and will not include
modification of any current Springs Global systems or infrastructure to meet Crown
Crafts’ transition requirements with the exception of isolating PkMS for stand-alone
operations related to the baby products section of the Ontario Warehouse during the
Transition Period.




- Any Transition Support Services continuing after the period ended five
business days following the Effective Time will be provided at the time and materials
rates established in the Fees & Adjustments section below (to clarify, Transition
Support Services are not included in the monthly Service Fee described below).




	•	 	Services during the Transition Period






	 	-	 	Infrastructure Services: Infrastructure support will be limited to phone, fax and
photocopier services provided by Springs Global. Crown Crafts will be responsible
for establishing and maintaining all hardware, software, data communication and
infrastructure related to the operations of Crown Crafts’ systems in the Ontario,
California warehouse. Crown Crafts agrees to provide, within two weeks prior to
implementation, documents which describe in detail any changes proposed in the
network infrastructure of the Ontario Warehouse after the date of this Agreement.
Springs Global will review the documents within 5 working days and approve the
changes or recommend alternatives. Implementation will not commence without
approval, via written notice or email, by Springs Global. Network infrastructure
includes: cabling, network switches or routers, wireless communications, or the
addition of new devices such as PC’s, terminals, printers or radio frequency
equipment.
	 
	 	-	 	Application Services: PkMS and EDI application support and forwarding or
re-transmitting EDI transactions to Crown Crafts.






	•	 	Network





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	 	-	 	Crown Crafts and Springs Global shall ensure that their respective networks remain
separate.






	•	 	Service Level Agreement Parameters






	 	-	 	Springs Global will provide operational services in a manner consistent with its
normal practices and delivery methods, and will provide:






	 	s	 	7 day, 24 hour operation with up to two Sundays per month scheduled
downtime from 12:00 a.m. to 7:00 a.m. Eastern Time and other Sundays from 12:00
a.m. to 4:00 a.m. Additional extended downtime for planned, major upgrades will
be required by Springs Global. Crown Crafts will be notified via email about
any additional extended downtime
	 
	 	s	 	Processor uptime measurement of 98% excluding planned downtime;
	 
	 	s	 	Completion of nightly batch processing cycles by 8:00 a.m. Eastern Time
	 
	 	s	 	Response to service requests and security changes in a manner consistent with
Springs Global’s normal processes.





Compliance with License Terms



Crown Crafts agrees that it shall not knowingly cause any breach of any licenses for software
used to provide the Transition Services. Springs Global agrees that it will pay the PkMS
license fee required with respect to Crown Crafts’ use of PkMS during the Transition Period.




Fees and Adjustments 





	 	-	 	The monthly Service Fee for services provided by Springs Global to Crown Crafts,
as described, is $4,000 for Application Services. Infrastructure Services will be
addressed in the separate Warehousing Agreement between Crown Crafts and Springs
Global.
	 
	 	-	 	In addition, Springs Global will provide programming/engineering personnel
(subject to the availability of qualified information technology personnel) for
Transition Support Services continuing after the period ended five business days
following the Effective Time (described above in this Section I of Schedule A) and
other service not included herein, billable at: $100/hour.






	 	s	 	The monthly Service Fee shall include:






	 	a.	 	Provision of systems support in a manner consistent with that
provided by Springs Global during the three-month period prior to the Effective
Time.
	 
	 	b.	 	Normal troubleshooting of device, application, and network issues
reported by Crown Crafts or Springs Global using customary trouble reporting
processes.






	 	s	 	The monthly Service Fee shall not include:






	 	a.	 	Any necessary software licenses and associated fees for
information processing systems (other than PkMS) Crown Crafts requires to be
used at the Ontario Warehouse and that were not used by Springs Global as of
the Effective Time. Crown Crafts hereby agrees to pay directly for all such
software licensing and assignment fees of any description charged by third




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	 	 	 	party software manufacturers, hardware, or telecom providers in connection
with the performance of the Services hereunder.






	 	b.	 	Any labor costs incurred by Springs Global personnel relating to
provision of any services not provided prior to the Effective Time, such as
the addition of new customers that submit purchase orders or other
transaction requests in EDI format, installation of equipment, cost of any
equipment or software licensing, conversion of data after the period ended
five business days following the Effective Time, or any other costs unique to
or attributable to Crown Crafts.
	 
	 	c.	 	The cost of any goods or third party services purchased by
Springs Global in connection with the provision of the Services as well as
Springs Global’s out-of-pocket expenses in connection with any such purchases
shall be paid by Crown Crafts. Out-of-pocket expenses include, without
limitation, all additional electronic mailbox and transaction fees and other
value added network (“VAN”) charges relating to the establishment and
maintenance by Springs Global of additional mailboxes to support the
processing of EDI Purchase Orders or other EDI requested transmissions from
Crown Crafts customers, hardware maintenance for devices based at Crown
Crafts, software licensing, or acquisition of software or hardware to
establish service for Crown Crafts, and telecommunications expenses for
provision of service to Crown Crafts facilities or operations.





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II. Finance





	•	 	Accounts Payable






	 	-	 	Identification and reconciliation of Assumed Liabilities between Springs Global and
Crown Crafts.






	•	 	International Accounts Payable






	 	-	 	LC and DA processing on inventory purchased by Crown Crafts where Springs Global is
still the Importer of Record.
	 
	 	-	 	Transition of credit support documents; e.g., letter of credit.






	•	 	Accounts Receivable/Claims






	 	-	 	Identification of cash receipts and claims received by Springs Global that belong to
Crown Crafts.
	 
	 	-	 	Reconciliation of cash receipts and claims received by Crown Crafts that belong to
Springs.






	•	 	Treasury Services






	 	-	 	Periodic wire transfer of net cash receipts received by Springs Global that belong to
Crown Crafts.






	•	 	Internal and External Financial Reporting






	 	-	 	Assistance in preparation of 2006 and 2007 interim and annual financial statements.






	•	 	Audit Support related to SEC Reporting






	 	-	 	Assistance provided to Crown Crafts external auditors in preparation
of abbreviated financial statements.






	 	 	Service Provider






	 	•	 	Springs Global’s finance department






	 	 	Fees






	 	•	 	Transition Services will be provided during the Transition Period without charge





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III. Springs Asia 




Transition Services





	 	•	 	Springs Asia provided product development, design, quality
assurance, vendor relations, purchasing and import/export services to
Springs Global prior to the Effective Time. For a period of one month
following the Effective Time, Springs Asia will assist in the
transition of such services for existing products of Springs Global’s
infant and toddler product line to Crown Crafts without charge.





Service Provider





	 	•	 	Services provided by Springs Asia employees and/or Springs Asia corporate management.





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IV. Customer Service




Customer Orders and Routing





	 	o	 	EDI orders for customers with trading partner numbers specific to
infant and toddler products will be redirected to Crown Crafts and will not require
any Springs Global Customer Service action.
	 
	 	o	 	EDI orders for customers with trading partner numbers that are not
specific to infant and toddler products will be reviewed on a daily basis and
re-transmitted to Crown Crafts Customer Service.
	 
	 	o	 	Manual orders received by Springs Global Customer Service will be
forwarded to Crown Crafts Customer Service
	 
	 	o	 	Customers with web-based routing or that have special set-up
requirements for routing that are not in place at Crown Craft will require Springs
Global Customer Service assistance. Crown Crafts will provide customer purchase
orders specifics to Springs Global Customer Service for routing with customers.






	 	 	Service Provider






	 	•	 	Springs Global’s Customer Service Department






	 	 	Fees






	 	•	 	The monthly Service Fee for services relate to Customer Orders and Routing will be
$1,500 per month.






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