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EXHIBIT 10.4.1
VANS, INC.
AMENDMENT AGREEMENT TO ORIGINAL CREDIT AGREEMENT
This AMENDMENT AGREEMENT TO ORIGINAL CREDIT AGREEMENT (this "AMENDMENT
AGREEMENT") is dated as of April 12, 2000 and entered into by and among Vans,
Inc., a Delaware corporation ("COMPANY"), the financial institutions listed on
the signature pages hereof (each individually a "LENDER" and collectively
"LENDERS"), and Bank of America, N.A. (formerly known as Bank of America
National Trust and Savings Association), as a letter of credit issuing lender,
the swing line lender and as agent (the "AGENT") for Lenders, and is made with
reference to that certain Credit Agreement dated as of July 13, 1999 (the
"ORIGINAL CREDIT AGREEMENT"), by and among Company, the lenders listed on the
signature pages thereof, and Agent. Capitalized terms used herein without
definition shall have the same meanings as set forth in the Amended and Restated
Credit Agreement (as defined below).
RECITALS
WHEREAS, Company and Lenders desire, subject to the terms and conditions
hereinafter set forth, to amend and restate the Original Credit Agreement
(together with all schedules and exhibits thereto) in its entirety in the form
of the Amended and Restated Credit Agreement:
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1. AMENDMENT AND RESTATEMENT OF THE ORIGINAL CREDIT AGREEMENT
1.1 AMENDMENT AND RESTATEMENT OF ORIGINAL CREDIT AGREEMENT
On the Effective Date (as defined below), the Original Credit
Agreement (including all schedules and exhibits thereto) shall be and is hereby
amended and restated to read in its entirety as set forth in Annex A hereto (as
set forth in such Annex A, the "AMENDED AND RESTATED CREDIT AGREEMENT"), and as
so amended and restated is hereby ratified, approved and confirmed in each and
every respect. The rights and obligations of the parties to the Original Credit
Agreement with respect to the period prior to the Effective Date shall not be
affected by such amendment and restatement.
SECTION 2. ADDITION OF NEW LENDER AND PRO RATA SHARES
On the Effective Date, the Amended and Restated Credit Agreement shall
include as Lenders for all purposes under the Amended and Restated Credit
Agreement California Federal Bank, A Federal Savings Bank (the "New Lender").
New Lender shall hereby become a party to the Amended and Restated Credit
Agreement, shall hereby become vested with and shall agree to accept all the
rights, powers, privileges and duties of a Lender
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under the Amended and Restated Credit Agreement and each of the other Loan
Documents and shall hereby be deemed to have made all of the covenants and
agreements contained in the Amended and Restated Credit Agreement and the other
Loan Documents, in each case to the same extent as if originally a party to the
Original Credit Agreement. Schedule 2.1(b) to the Amended and Restated Credit
Agreement reflects New Lender's Pro Rata Share. On the Effective Date, New
Lender shall pay to Agent by wire transfer of immediately available funds such
amount, as calculated by Agent, as reflects New Lender's Pro Rata Share of the
outstanding Revolving Loans (and, if applicable, such New Lender's Pro Rata
Share of any participations which have been funded by Lenders with respect to
outstanding Letters of Credit or Swing Line Loans) and New Lender's Pro Rata
Share of the outstanding Term Loans. On the Effective Date, each existing Lender
which increases its Commitment (the "Increasing Lenders"), as set forth on
Schedule 2.1(b) to the Amended and Restated Credit Agreement, shall pay to Agent
by wire transfer of immediately available funds such amount, if any, as
calculated by Agent, as reflects such Increasing Lender's increased Pro Rata
Share of the outstanding Revolving Loans (and, if applicable, such Increasing
Lender's increased Pro Rata Share of any participations which have been funded
by Lenders with respect to outstanding Letters of Credit or Swing Line Loans)
and such Increasing Lender's increased Pro Rata Share of the outstanding Term
Loans. Agent shall promptly pay to each Lender such amounts, if any, as
calculated by Agent, as may be necessary to reflect such Lender's then Pro Rata
Share, as set forth on Schedule 2.1(b) to the Amended and Restated Credit
Agreement, of the outstanding Revolving Loans (and, if applicable, such Lender's
then Pro Rata Share of any participations which have been funded by Lenders with
respect to outstanding Letters of Credit or Swing Line Loans) and the
outstanding Term Loans. Each principal payment to a Lender pursuant to this
Section 2 shall be deemed to be a repayment by the Company of the applicable
Loans held by such Lender and each principal payment by a Lender pursuant to
this Section 2 shall be deemed to be a borrowing by the Company of the
applicable Loans from such paying Lender on the same terms and condition as the
Loans being so repaid (it being understood that such Loans from such deemed
borrowings shall have the same interest rates as those applicable to the Loans
being so repaid).
SECTION 3. CONDITIONS TO EFFECTIVENESS
Sections 1 and 2 of this Amendment Agreement shall become effective
only upon the satisfaction on or prior to April 14, 2000 of all of the following
conditions precedent and the conditions set forth in Section 5E hereof (the date
of satisfaction of such conditions being referred to herein as the "EFFECTIVE
DATE"):
A. On or before the Effective Date, Company shall deliver to Lenders
(or to Agent for Lenders with sufficient originally executed copies, where
appropriate, for each Lender and its counsel) the following, each, unless
otherwise noted, dated the Effective Date:
1. Certified copies of its Certificate of Incorporation, together with
a good standing certificate from the Secretary of State of the
jurisdiction of its incorporation and the jurisdiction in which its
principal place of business is located, each dated a recent date prior
to the Effective Date;
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2. Copies of its Bylaws, certified as of the Effective Date by its
corporate secretary or an assistant secretary;
3. Resolutions of its Board of Directors approving and authorizing the
execution, delivery and performance of this Amendment Agreement and
approving and authorizing the execution, delivery and payment of the
Revolving Note and the Term Note (the "NEW NOTES") issued to the New
Lender and each Allonge to Revolving Note, and each Allonge to Term
Note, substantially in the form of Annex B-1 and Annex B-2,
respectively, to this Amendment Agreement (collectively, the
"ALLONGES") issued to each Lender (other than the New Lender)
certified as of the Effective Date by its corporate secretary or an
assistant secretary as being in full force and effect without
modification or amendment;
4. Signature and incumbency certificates of its officers executing
this Amendment, the Allonges and the New Notes;
5. A certificate signed by a Responsible Officer, dated as of the
Effective Date, stating that (i) the representations and warranties
contained in Article VI of the Amended and Restated Credit Agreement
are true and correct on and as of such date, as though made on and as
of such date, (ii) no Default or Event of Default exists or would
result from the transactions contemplated hereby, and (iii) there has
occurred since May 31, 1999 no event or circumstance that has resulted
or could reasonably be expected to result in a Material Adverse
Effect; and
6. Executed originals of this Amendment Agreement, the New Notes,
drawn to the order of the New Lender, and the Allonges, drawn to the
order of each Lender (other than the New Lender), in each case
executed by Company.
B. On or before the Effective Date, Lenders and their respective
counsel shall have received originally executed copies of one or more favorable
written opinions of Xxxxx Xxxxxxxx, Esq., General Counsel to Company, in form
and substance reasonably satisfactory to Agent and its counsel, dated as of the
Effective Date, substantially in the form set forth in Annex C hereto and as to
such other matters as Agent acting on behalf of Lenders may reasonably request.
C. On or before the Effective Date, each Lender shall have delivered
to Agent originally executed copies of this Amendment Agreement.
D. Agent and each Lender shall have received the amendment fees,
commitment fees and arrangement fees payable by Company on the Effective Date in
such amounts as have been separately agreed upon and Agent shall have received
evidence of payment by the Company of all Attorney Costs of Bank of America to
the extent invoiced prior to or on the Funding Date, plus such additional
amounts of Attorney Costs as shall constitute Bank of America's reasonable
estimate of Attorney Costs incurred or to be
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incurred by it through the closing proceedings (provided that such estimate
shall not thereafter preclude final settling of accounts between the Company and
Bank of America).
E. On or before the Effective Date, all corporate and other
proceedings taken or to be taken in connection with the Amendment Agreement and
all documents incidental thereto not previously found acceptable by Agent,
acting on behalf of Lenders, and its counsel shall be satisfactory in form and
substance to Agent and such counsel, and Agent and such counsel shall have
received all such counterpart originals or certified copies of such documents as
Agent may reasonably request.
SECTION 4. REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment Agreement and
to amend and restate the Original Credit Agreement in the manner provided
herein, Company represents and warrants to each Lender that the following
statements are true, correct and complete on and as of the Effective Date:
A. CORPORATE POWER AND AUTHORITY. Each of Company and each of its
Subsidiaries has all requisite corporate power and i authority to enter into
this Amendment Agreement, and Company has all requisite corporate power and
authority to carry out the transactions contemplated by, and perform its
obligations under, the Amended and Restated Credit Agreement, this Amendment
Agreement, the Amended Notes (as defined below) and the New Notes, and Company
has all requisite corporate power and authority to issue the Allonges and the
New Notes.
B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of this
Amendment Agreement, the Allonges and the New Notes, the performance of this
Amendment Agreement and the Amended and Restated Credit Agreement and the
payment of the New Notes and the Notes as amended by the Allonges (the "AMENDED
NOTES") have been duly authorized by all necessary corporate action on the part
of Company.
C. NO CONFLICT. The execution and delivery by Company of this
Amendment Agreement, the execution and delivery by Company of the New Notes and
the Allonges and the performance by Company of this Amendment Agreement and the
Amended and Restated Credit Agreement and the payment of the New Notes and the
Amended Notes by Company do not and will not (i) violate any Requirement of Law
or any Organization Documents of Company or any of its Subsidiaries or any
order, judgment, injunction, writ or decree of any Governmental Authority
binding on Company or any of its Subsidiaries, (ii) conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default
under any Contractual Obligation of Company or any of its Subsidiaries, (iii)
result in or require the creation or imposition of any Lien upon any of the
properties or assets of Company or any of its Subsidiaries, or (iv) require any
approval of stockholders or any approval or consent of any Person under any
Contractual Obligation of Company or any of its Subsidiaries.
D. GOVERNMENTAL CONSENTS. The execution and delivery by Company of
this Amendment Agreement, the execution and delivery by Company of the New Notes
and
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the Allonges and the performance by Company of this Amendment Agreement and the
Amended and Restated Credit Agreement and the payment of the New Notes and the
Amended Notes by Company do not and will not require any registration with,
consent or approval of, or notice to, or other action to, with or by, any
Governmental Authority.
E. BINDING OBLIGATION. This Amendment Agreement, the Allonges and the
New Notes have been duly executed and delivered by Company and each of this
Amendment Agreement, the Amended and Restated Credit Agreement, the New Notes
and the Amended Notes constitute the legal, valid and binding obligations of
Company, enforceable against Company in accordance with their respective terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally or by equitable principles relating to
enforceability.
F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM AMENDED AND
RESTATED CREDIT AGREEMENT. The representations and warranties contained in
Article VI of the Amended and Restated Credit Agreement are incorporated herein
by this reference and are and will be true, correct and complete in all material
respects on and as of the Effective Date to the same extent as though made on
and as of that date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true, correct
and complete in all material respects on and as of such earlier date.
G. ABSENCE OF DEFAULT. No event has occurred and is continuing or will
result from the consummation of the transactions contemplated by this Amendment
Agreement that would constitute an Event of Default or a Default.
SECTION 5. MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE ORIGINAL CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS.
(i) On and after the Effective Date, (a) each reference in the other
Loan Documents to the "Credit Agreement", "thereunder", "thereof",
"therein" or words of like import referring to the Original Credit
Agreement shall mean and be a reference to the Amended and Restated
Credit Agreement and (b) each reference in the other Loan Documents to
"Bank of America National Trust and Savings Association" shall mean
and be a reference to Bank of America, N.A.
(ii) Except as specifically amended or amended and restated by this
Amendment Agreement, the Original Credit Agreement and the other Loan
Documents shall remain in full force and effect and are hereby
ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment
Agreement shall not, except as expressly provided herein, constitute a
waiver of any provision of, or operate as a waiver of any right, power
or remedy of
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Agent or any Lender under, the Original Credit Agreement or any of the
other Loan Documents.
B. FEES AND EXPENSES. Company acknowledges that all costs, fees and
expenses as described in subsection 11.04 of the Original Credit Agreement and
of the Amended and Restated Credit Agreement incurred by Agent and its counsel
with respect to this Amendment Agreement and the documents and transactions
contemplated hereby shall be for the account of Company.
C. HEADINGS. Section and subsection headings in this Amendment
Agreement are included herein for convenience of reference only and shall not
constitute a part of this Amendment Agreement for any other purpose or be given
any substantive effect.
D. Applicable Law. THIS AMENDMENT AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA;
PROVIDED THAT THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER
FEDERAL LAW.
E. COUNTERPARTS; EFFECTIVENESS. This Amendment Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed an original, but all such counterparts together shall constitute but one
and the same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document. This Amendment Agreement (other
than the provisions of Sections 1 and 2 hereof, the effectiveness of which is
governed by Section 3 hereof) shall become effective upon the execution of a
counterpart hereof by Company and each of the Lenders and receipt by Company and
Agent of written or telephonic notification of such execution and authorization
of delivery thereof.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
VANS, INC.
By:
----------------------------------------
Name:
--------------------------------------
Title:
--------------------------------------
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BANK OF AMERICA, N.A., as Agent
By:
---------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------
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BANK OF AMERICA, N.A., as a Lender, as Swing
Line Lender and as an Issuing Lender
By:
------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------
X-0
00
XXXX XXXXXXXX XXXX, A NATIONAL BANKING
ASSOCIATION, as a Lender
By:
------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------
X-0
00
XXXXXXX XXX CORPORATE FINANCE, A DIVISION OF
CUPERTINO NATIONAL BANK AND TRUST,
as a Lender
By:
------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------
S-5
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BANQUE NATIONALE DE PARIS, as a Lender and
as an Issuing Lender
By:
------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------
S-6
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CALIFORNIA FEDERAL BANK, A FEDERAL SAVINGS
BANK, as a Lender
By:
------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------
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ANNEX A
AMENDED AND RESTATED CREDIT AGREEMENT
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ANNEX B-1
FORM OF ALLONGE TO REVOLVING NOTE
By this Allonge to Revolving Note (this "Allonge") the undersigned,
Vans, Inc. ("Company"), agrees that the Revolving Note of Company dated July 13,
1999, payable to the order of [Lender], is amended (i) by deleting the figure
"[amount of old revolving note]" and substituting "[amount of new revolving
note]" therefor each place such figure appears, and (ii) by deleting the phrase
"[amount of old revolving note in words]" and substituting "[amount of new
revolving note in words]" therefor.
Date: April __, 2000
VANS, INC.
By:
-------------------------------------
Title:
-----------------------------------
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ANNEX B-2
FORM OF ALLONGE TO TERM NOTE
By this Allonge to Term Note (this "Allonge") the undersigned, Vans,
Inc. ("Company"), agrees that the Term Note of Company dated July 13, 1999,
payable to the order of [Lender], is amended (i) by deleting the figure "[amount
of old term note]" and substituting "[amount of new term note]" therefor each
place such figure appears, and (ii) by deleting the phrase "[amount of old term
note in words]" and substituting "[amount of new term note in words]" therefor.
Date: April __, 2000
VANS, INC.
By:
-------------------------------------
Title:
-----------------------------------
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ANNEX C
FORM OF OPINION OF COUNSEL TO COMPANY
April __, 2000
Bank of America N.A.,
individually and as Agent
and
The Lenders Listed on Schedule A Hereto
Re: Amended and Restated Credit Agreement dated as of April 12,
2000 among Vans, Inc., the financial institutions listed
therein as Lenders and Bank of America, N.A., as Agent
Ladies and Gentlemen:
I am the Vice President and General Counsel of Vans, Inc., a Delaware
corporation (the "Company") and have acted as counsel to the Company in
connection with that certain Amendment Agreement to Original Credit Agreement
dated as of April 12, 2000 (the "Amendment Agreement"), and the Amended and
Restated Credit Agreement dated as of April 12, 2000, in each case among the
Company, the financial institutions listed therein as Lenders and Bank of
America, N.A., as Agent. I am rendering the opinions herein pursuant to Section
3B of the Amendment Agreement. Except as otherwise defined herein, capitalized
terms used herein have the respective meanings given to them in the Amended and
Restated Credit Agreement and the Amendment Agreement, as applicable.
In connection herewith, I have examined and relied upon
representations and warranties as to factual matters contained in, and made
pursuant to, the Amendment Agreement by the Company, and have examined and
relied upon the originals or copies of such records, documents, certificates,
opinions, memoranda and other instruments as in my judgment are necessary to
enable me to render the opinions expressed below, including but not limited to:
(a) the Organization Documents of the Company;
(b) all records of proceedings and actions of each of the Company
relating to the approval of the Amendment Agreement and the other Loan Documents
and the transactions contemplated thereby;
(c) The Amendment Agreement;
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(d) The Amended and Restated Credit Agreement;
(e) The Allonges;
(f) The New Notes, and the Notes issued under the Original Credit
Agreement, as amended by the Allonges (the "Amended Notes") (collectively, the
"Notes"); and
(g) The instruments and other agreements to which the Company or any
of its Subsidiaries is a party or by which any of them is bound which have been
identified by me or to me as a material agreement of such party and which are
listed on Schedule B attached hereto (the "Material Agreements").
The documents described in subsections (c) through (f) above are
referred to herein collectively as the "Loan Documents."
Where I render an opinion "to the best of my knowledge" or concerning
an item "known to me" or my opinion otherwise refers to my knowledge, it is
based solely upon (i) my personal knowledge, (ii) the receipt of a certificate
executed by an officer of the Company covering such matters, (iii) an inquiry of
officers of the Company, (iv) a review of the Loan Documents and the documents
or instruments attached as annexes, exhibits and schedules to the Amendment
Agreement or, to the Amended and Restated Credit Agreement to the Original
Credit Agreement, and (v) such other investigation, if any, that I specifically
set forth herein.
In rendering the opinions herein, I have assumed: (a) the genuineness
and authenticity of all signatures on original documents, other than those of
the Company; (b) the authenticity of all documents submitted to me as originals;
(c) the conformity to originals of all documents submitted to me as copies; (d)
the accuracy, completeness and authenticity of certificates of public officials;
and (e) the due authorization, execution and delivery of all documents by all of
the parties thereto, other than of the Company, where authorization, execution
and delivery are prerequisites to the effectiveness of such documents. I have
also assumed: (x) that all individuals executing and delivering documents in
their individual capacities had the legal capacity to so execute and deliver;
(y) that the Amendment Agreement is an obligation binding upon each of the
Lenders; and (z) that there are no extrinsic agreements or understandings among
the parties to the Amendment Agreement that would modify or interpret the terms
of that agreement or the respective rights or obligations of the parties
thereunder.
Based upon and subject to the foregoing, and subject to the
qualifications, exceptions, limitations and assumptions expressed herein, I am
of the opinion that:
1. The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware. The Company has all
requisite corporate power and authority to conduct its business as now conducted
and to own, or hold under lease, and operate, its assets and to execute and
deliver the Amendment Agreement, the New Notes and the Allonges and to perform
its obligations under each of the Loan Documents. The Company is qualified to do
business as a foreign corporation and is in good
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standing in California. The Company is qualified to do business as a foreign
corporation and is in good standing in all other jurisdictions in which the
failure to be so qualified or the failure to be in such good standing could have
a Material Adverse Effect.
2. The execution and delivery of the Amendment Agreement, the New
Notes and the Allonges and performance of each of the Loan Documents have been
duly authorized by all necessary corporate action on the part of the Company,
and each of the Amendment Agreement, the New Notes and the Allonges has been
duly executed and delivered by the Company.
3. Each of the Loan Documents constitutes a legally valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms, subject to (i) bankruptcy, insolvency, reorganization, arrangement,
moratorium and other laws of general applicability relating to or affecting
creditors' rights generally, and (ii) general principles of equity, whether such
enforceability is considered in a proceeding in equity or at law.
4. The Company's execution and delivery of the Amendment Agreement,
the New Notes and the Allonges, and performance of its obligations under the
Loan Documents and the consummation of the transactions contemplated by the Loan
Documents and the compliance with the terms and conditions thereof by the
Company do not (i) violate the Company's Organization Documents, (ii) violate,
breach, or result in a default under, any existing obligation of or restriction
on the Company under any other Material Agreements or, to my knowledge, any
other agreement, (iii) breach or otherwise violate any existing obligation of or
restriction on the Company under any order, judgment or decree of any California
or federal court or governmental authority binding on the Company, or (iv)
result in the creation of any Lien upon any of the properties or assets of the
Company under any Material Agreement or order referenced to in clause (ii) or
(iii) above or, to my knowledge, any other agreement referenced in clause (ii)
above.
5. To my knowledge, the execution and delivery by the Company of the
Amendment Agreement, the New Notes and the Allonges and performance of its
obligations under the Loan Documents and the consummation of the transactions
contemplated by the Loan Documents and the compliance with the terms and
conditions thereof by the Company do not violate any California, Delaware or
federal statute, rule or regulation that I have, in the exercise of customary
professional diligence, recognized as applicable to the Company or to
transactions of the type contemplated by the Loan Documents.
6. No order, consent, permit or approval of, or filing or registration
with, any Delaware, California or federal governmental authority that I have, in
the exercise of customary professional diligence, recognized as applicable to
the Company or to transactions of the type contemplated by the Loan Documents is
required on the part of the Company for the execution and delivery of, and
performance of its obligations under, the Loan Documents.
7. There are no actions, suits or proceedings pending or, to the best
of my knowledge after due inquiry, threatened against the Company or any of its
subsidiaries which have a significant likelihood of a Material Adverse Effect on
either the ability of the
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Company to perform its obligations under any Loan Document or the financial
condition or operations of the Company and its subsidiaries, taken as a whole.
8. Neither the extension of credit nor the use provided in the Amended
and Restated Credit Agreement will violate Regulation T, U or X of the Board of
Governors of the Federal Reserve System.
9. It is not necessary in connection with the execution and delivery
of the Allonges, the New Notes and the Amendment Agreement to Lenders to
register the Amended Notes, the New Notes and the Amended and Restated Credit
Agreement or the Loans under the Securities Act of 1933, as amended, or to
qualify any indenture in respect thereof under the Trust Indenture Act of 1939,
as amended.
10. The Company is not an "investment company" or a company
"controlled" by an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.
The opinions expressed herein are subject to the following
qualifications, exceptions, limitations and assumptions:
1. I express no opinion herein concerning any laws other than the laws
of the State of California, the General Corporation Law of the State of Delaware
and the federal law of the United States. I express no opinion as to whether the
laws of any other jurisdiction other than those identified above are applicable
to the subject matter hereof.
2. The opinions herein are furnished to you solely for your benefit
(and the benefit of permitted assignees and participants under the Amended and
Restated Credit Agreement) and may not be made available to or relied upon by
any other person, firm or entity without my prior written consent. The opinions
herein may not be relied upon in connection with any modification of the
documents referred to herein or the terms pursuant to which the transactions
contemplated therein have been consummated. Further, I disclaim any undertaking
to advise you of any changes which hereafter may be brought to my attention.
Very truly yours,
Xxxxx X. Xxxxxxxx
Vice President
and General Counsel
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SCHEDULE A
LENDERS
BANK OF AMERICA, N.A.
CITY NATIONAL BANK, a National Banking Association
GREATER BAY CORPORATE FINANCE, a Division of Cupertino National Bank and Trust
BANQUE NATIONALE de PARIS
CALIFORNIA FEDERAL BANK, A Federal Savings Bank
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SCHEDULE B
MATERIAL AGREEMENTS
1. Agreement and Plan of Merger with Switch Manufacturing, dated as of
July 10, 1998.
2. Share Sale and Purchase and Option Agreement with Global Accessories
Ltd. and certain shareholders of Global, dated as of November 20,
1996.
3. Shareholders' Agreement with Tavistock Holdings A.G., dated as of
January 29, 1997.
4. Shareholders' Agreement with Xxxxxxx, Inc. dated as of January 1,
1997.
5. Agreement and Plan of Merger with Xxxx Xxxxxxx Snowboard Camp and
Snozone Boarding & Video, Inc., dated as of July 28, 1999.
