AMENDMENT NO. 2 TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment Agreement") is made and entered into as of this 30th day of
November, 1998, by and among BOLLE INC., a Delaware corporation having its chief
executive office in Rye, New York (the "Borrower"), NATIONSBANK, NATIONAL
ASSOCIATION, a national banking association organized and existing under the
laws of the United States of America ("NationsBank"), in its capacity as agent
for the Lenders (as defined below) (in such capacity, the "Agent"), and each of
the Lenders executing and delivering a signature page hereto.
W I T N E S S E T H:
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WHEREAS, the Borrower, the Agent and the lenders from time to time
party thereto (the "Lenders") have entered into that certain Second Amended and
Restated Credit Agreement dated as of March 12, 1998, as amended by Amendment
No. 1 to Second Amended and Restated Credit Agreement dated as of May 29, 1998
(as heretofore and hereby amended, and as from time to time further amended,
modified, supplemented or restated, the "Credit Agreement"), pursuant to which
the Lenders have made available to the Borrower a term loan facility and a
revolving credit facility, including a letter of credit facility; and
WHEREAS, the Borrower and the Lenders have agreed that the Credit
Agreement be amended to clarify the Consolidated Leverage Ratio financial
covenant upon the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and the
fulfillment of the conditions set forth herein, the parties hereto do hereby
agree as follows:
1. Definitions. Any capitalized terms used herein without definition
shall have the meaning set forth in the Credit Agreement.
2. Amendment to Credit Agreement. Subject to the terms and conditions
set forth herein, the Credit Agreement is hereby amended as follows:
(a) Section 11.2 is hereby amended by deleting such section in
its entirety and replacing it with the following:
CONSOLIDATED LEVERAGE RATIO. Permit at any time
during any Four-Quarter Period of the Borrower ending during
the periods set forth below, the Consolidated Leverage Ratio
at the end of each Four-Quarter Period during
such period to be greater than the ratio set forth opposite
such period set forth below:
Closing Date through December 31, 1998 3.35 to 1.00
January 1, 1999 through December 30, 1999 3.00 to 1.00
December 31, 1999 and thereafter 2.50 to 1.00
3. Entire Agreement. This Amendment Agreement sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relative to such subject matter. No promise, condition, representation
or warranty, express or implied, not herein set forth shall bind any party
hereto, and not one of them has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that, except
as otherwise expressly stated in this Amendment Agreement, no representations,
warranties or commitments, express or implied, have been made by any party to
the other. None of the terms or conditions of this Amendment Agreement may be
changed, modified, waived or canceled orally or otherwise, except by writing,
signed by all the parties hereto, specifying such change, modification, waiver
or cancellation of such terms or conditions, or of any proceeding or succeeding
breach thereof.
4. Full Force and Effect of Agreement. Except as hereby specifically
amended, modified or supplemented, the Credit Agreement and all other Loan
Documents are hereby confirmed and ratified in all respects and shall remain in
full force and effect according to their respective terms. Each Guarantor hereby
acknowledges and agrees to the amendments of the Credit Agreement set forth
herein and hereby confirms and ratifies in all respects the Guaranty and
enforceability of the Guaranty against such Guarantor in accordance with its
terms.
5. Counterparts. This Amendment Agreement may be executed in any number
of counterparts, each of which shall be deemed an original as against any party
whose signature appears thereon, and all of which shall together constitute one
and the same instrument.
6. Governing Law. This Amendment Agreement shall in all respects be
governed by the laws and judicial decisions of the state of New York, without
giving effect to the conflict of laws provisions thereof.
7. Enforceability. Should any one or more of the provisions of this
Amendment Agreement be determined to be illegal or unenforceable as to one or
more of the parties hereto, all other provisions nevertheless shall remain
effective and binding on the parties hereto.
8. Credit Agreement. All references in any of the Loan Documents to the
"Credit Agreement" shall mean the Credit Agreement as amended hereby.
9. Successors and Assigns. This Amendment Agreement shall be binding
upon and inure to the benefit of each of the Borrower, the Lenders and the Agent
and their respective successors, assigns and legal representatives; provided,
however, that the Borrower, without the prior
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consent of the Agent and each of the Lenders, may not assign any rights, powers,
duties or obligations hereunder.
[Signature pages follow.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be duly executed by their duly authorized officers, all as of the
day and year first above written.
BORROWER:
BOLLE INC.
By:
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Name:
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Title:
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LENDERS:
NATIONSBANK, NATIONAL ASSOCIATION
as Agent for the Lenders and as a
Lender
By:
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Name: Xxxxx Xxxxxxxxx
Title: Senior Vice President
AMENDMENT NO.2
SIGNATURE PAGE 1 OF 2
BANK BOSTON, N.A.
By:
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Name:
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Title:
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CREDIT AGRICOLE INDOSUEZ
By:
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Name:
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Title:
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By:
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Name:
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Title:
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EUROPEAN AMERICAN BANK
By:
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Name:
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Title:
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IMPERIAL BANK
By:
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Name:
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Title:
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NATIONAL CITY BANK OF KENTUCKY
By:
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Name:
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Title:
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AMENDMENT NO. 2
SIGNATURE PAGE 2 OF 2
