SECONDCredit Agreement • April 15th, 1998 • Bolle Inc • Ophthalmic goods • New York
Applicable Margin Applicable Fixed Rate Loans and Margin Consolidated for Letter of Credit for Applicable Leverage Ratio Fees Base Rate Loans Unused Fee -------------------------- --------------------- --------------- ---------- Greater than 3.00 to...Credit Agreement • March 31st, 1999 • Bolle Inc • Ophthalmic goods
WHEREAS, also in furtherance of such acquisition, concurrently with the execution of this Agreement and as an inducement for Purchaser and Acquisition Sub to enter into this Agreement, Purchaser, Acquisition Sub and each of the stockholders of the...Merger Agreement • December 3rd, 1999 • Bolle Inc • Ophthalmic goods • Delaware
EX 4.6Warrant Agreement • April 15th, 1998 • Bolle Inc • Ophthalmic goods • New York
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 5th, 2000 • Bolle Inc • Ophthalmic goods • Delaware
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 31st, 1999 • Bolle Inc • Ophthalmic goods
EXHIBIT 10.20 AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment Agreement") is made and entered into as of this 29th day of May, 1998 (the "Effective...Credit Agreement • June 12th, 1998 • Bolle Inc • Ophthalmic goods
BOLLE INC. 555 Theodore Fremd Avenue Suite B-320 Rye, New York 10580Management Services Agreement • December 3rd, 1999 • Bolle Inc • Ophthalmic goods
Reference is hereby made to that certain Management Services Agreement, dated March 11, 1998 between Bolle Inc. ("Bolle") and Marlin Holdings, Inc. ("Marlin"), as amended by that certain Amendment No. 1, dated September 23, 1998 and as in full force and effect as of the date hereof (the "Management Services Agreement"). Bolle and Marlin, intending to amend such agreement, hereby agree that, effective upon consummation of the tender offer (the "Offer") pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof, by and among and Worldwide Sports and Recreation, Inc., Shade Acquisition, Inc. ("Shade Acquisition"), and Bolle, (i) the difference, if any, between $3,300,000 and the Transaction Fees (as defined in the Merger Agreement) actually paid or incurred by Bolle shall be paid to Marlin in a lump sum payment in payment of amounts otherwise payable to Marlin under the Management Services Agreement, provided that such lump sum payment shall not exceed $600,000 in
AGREEMENTConfidentiality Agreement • March 31st, 1999 • Bolle Inc • Ophthalmic goods • New York
WITNESSETH:Employment Agreement • November 14th, 1997 • Bolle Inc • New York
AMENDMENT NO. 1 TO INDEMNIFICATION AGREEMENTIndemnification Agreement • March 31st, 1999 • Bolle Inc • Ophthalmic goods
RECITALSAmendment to Agreement • November 14th, 1997 • Bolle Inc • New York
AND BOLLE INC SHARE SALE AGREEMENT ---------------------Share Sale Agreement • June 12th, 1998 • Bolle Inc • Ophthalmic goods • Victoria
EX 10.22 INDEMNIFICATION AGREEMENT AGREEMENT made as of this _____ day of ____________, 1998, between _________, a Delaware Corporation (the "Company"), and _______________ ("Indemnitee"). WHEREAS, it is essential to the Company and its stockholders...Indemnification Agreement • February 4th, 1998 • Bolle Inc • Ophthalmic goods • Delaware
November 24, 1999 Worldwide Sports and Recreation, Inc. Worldwide Sports and Recreation, Inc. c/o Wind Point Partners c/o Wind Point Partners 675 North Michigan Avenue One Towne Square Suite 3300 Suite 780 Chicago, Illinois 60611 Southfield, Michigan...Tender and Voting Agreement • December 3rd, 1999 • Bolle Inc • Ophthalmic goods
Bolle, Inc., a Delaware corporation (the "Company"), Worldwide Sports and Recreation, Inc., a Delaware corporation (the "Purchaser") and Shade Acquisition, Inc., a newly formed Delaware corporation and a wholly-owned subsidiary of the Purchaser ("Acquisition Sub"), intend to enter an Agreement and Plan of Merger, dated on or about November 24, 1999 (the "Merger Agreement"), pursuant to which, Acquisition Sub will make a cash tender offer (the "Offer") to acquire all of the issued and outstanding shares of common stock of the Company and all associated rights (the "Shares"). In order to induce the Purchaser to enter into the Agreement, the undersigned hereby agrees to tender all of the Shares owned by the undersigned to Acquisition Sub pursuant to the Offer and to vote the Shares owned by the undersigned in favor of the Offer, the Merger, the Merger Agreement and each of the transactions contemplated thereby at any meeting (whether special or annual, and whether or not adjourned) or by
EXHIBIT 4.9 [COPY]Convertible Subordinated Note • June 12th, 1998 • Bolle Inc • Ophthalmic goods
THIS CONVERTIBLE SUBORDINATED NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ARE NOT TRANSFERABLE EXCEPT UPON THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT REFERRED TO HEREIN.
November 24, 1999 Mr. Martin E. Franklin Mr. Ian G.H. Ashken Bolle Inc. 555 Theodore Fremd Avenue Suite B-320 Rye, New York 10580 Dear Messrs. Franklin and Ashken: This letter sets forth the terms and conditions upon which one of you will continue to...Board Member Agreement • December 3rd, 1999 • Bolle Inc • Ophthalmic goods
This letter sets forth the terms and conditions upon which one of you will continue to serve on the Board of Directors (the "Board") of Bolle Inc., a Delaware corporation and the surviving corporation in a merger with Shade Acquisition, Inc. ("Bolle"), following the consummation of the cash tender offer to acquire Bolle's common stock (the "Offer") and related merger pursuant to the Agreement and Plan of Merger, dated as of the date hereof, by and among Worldwide Sports and Recreation, Inc., Shade Acquisition, Inc., and Bolle.
BOLLE INC. WITHConvertible Subordinated Note Purchase Agreement • June 12th, 1998 • Bolle Inc • Ophthalmic goods • New York
EX 10.6 BILL OF SALE AND ASSIGNMENT AGREEMENT THIS BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of October 1, 1997, is made in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and...Bill of Sale and Assignment Agreement • February 4th, 1998 • Bolle Inc • Ophthalmic goods • New York
BEC GROUP, INC. 555 THEODORE FREUD AVENUE SUITE B-302 RYE, NEW YORK 10580 TEL: (914) 967-9400 FAX: (914) 967-9405/7 E-MAIL: BECGroup.com MARTIN E. FRANKLIN CHAIRMAN OF THE BOARD Mr. Robert Bolle and Bolle Family 1148, Avenue General Andrea Arbent...Preferred Stock Agreement • April 15th, 1998 • Bolle Inc • Ophthalmic goods
This letter confirms our agreement that in the event that the Series A preferred stock outstanding in Bolle Inc. is not paid in full by its due date, that the preferred stock will start accruing interest from July, 2000 on the same terms as are outlined in the Series B preferred stock.
EXHIBIT I [TO BE EXECUTED AT CLOSING] July 9th, 1997 To the Series A Preferred Stockholders listed on the signature pages hereof: Re: BEC Group, Inc./Acquisition of Bolle Etablissements S.N.C. ("Bolle France") --------------------------------------...Shareholder Agreement • March 11th, 1998 • Bolle Inc • Ophthalmic goods
AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 24, 1999Merger Agreement • November 26th, 1999 • Bolle Inc • Ophthalmic goods • Delaware
December 2, 1999 Bolle Inc. 555 Theodore Fremd Avenue Suite B 302 Rye, New York 10580 To Our Stockholders: We are pleased to inform you that on November 24, 1999, Bolle Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger...Merger Agreement • December 3rd, 1999 • Bolle Inc • Ophthalmic goods
We are pleased to inform you that on November 24, 1999, Bolle Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Worldwide Sports and Recreation. ("Purchaser") and Shade Acquisition, Inc., a wholly owned subsidiary of Purchaser ("Acquisition Sub"), pursuant to which Acquisition Sub has commenced a tender offer (the "Offer") to purchase all of the outstanding shares of the Company's common stock, par value $0.01 per share (the "Shares"), for a cash price of $5.25 per Share. The Offer is conditioned upon, among other things, the tender of over 90% of the number of Shares outstanding on a fully diluted basis (assuming the exercise of all outstanding options and warrants) and the Purchaser having obtained sufficient financing, on terms and conditions satisfactory to the Purchaser, to enable consummation of the Offer and the Merger (as defined below). The Merger Agreement provides that following consummation of the Offer, Acquisition Sub will be
EX 10.7 INDEMNIFICATION AGREEMENT Indemnification Agreement dated as of __________, 1997 by and among BEC Group, Inc., a Delaware corporation ("BEC"), BILC Acquisition Corp., a Delaware corporation, a wholly owned subsidiary of BEC ("Acquisition"),...Indemnification Agreement • February 4th, 1998 • Bolle Inc • Ophthalmic goods • New York
EXHIBIT 9 WIND POINT PARTNERS One Towne Square Suite 780 Southfield, MI 48076 CONFIDENTIALITY AGREEMENT September 1, 1999 PERSONAL AND CONFIDENTIAL Dear Sirs: In connection with our interest in a possible transaction involving us and Bolle Inc. (the...Confidentiality Agreement • December 3rd, 1999 • Bolle Inc • Ophthalmic goods • California
EX 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement"), dated July 9, 1997, is made between Societe Bolle SNC (the "Company") and Mr. Franck Bolle (the "Employee"). WHEREAS, the Company wishes to hire the Employee and retain his...Employment Agreement • February 4th, 1998 • Bolle Inc • Ophthalmic goods
EX 10.8 EXCLUSIVE CUSTOMER AGREEMENTExclusive Customer Agreement • February 4th, 1998 • Bolle Inc • Ophthalmic goods • California
Re:Shareholder Agreements • February 4th, 1998 • Bolle Inc • Ophthalmic goods
With regard to my letter, dated July 9, 1997, a copy of which is attached hereto as Exhibit I, please be advised that all representations and agreements set forth in said letter shall apply both to those shares I own of BEC Group, Inc. (to be named "Lumen Technologies, Inc., in the future) common stock referenced therein and shares of common stock of Bolle Inc. I may own hereafter as a result of the proposed spinoff of Bolle inc.
