Exhibit (c)(6)
FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment"),
dated as of January 4, 2000, is by and among Worldwide Sports and Recreation,
Inc., a Delaware corporation ("Purchaser"), Shade Acquisition, Inc., a newly
formed Delaware corporation and a wholly owned Subsidiary of Purchaser
("Acquisition Sub"), and Bolle Inc., a Delaware corporation (the "Company").
WHEREAS, Purchaser, Acquisition Sub and the Company are parties to that
certain Agreement and Plan of Merger, dated as of November 24, 1999 (the "Merger
Agreement"); and
WHEREAS, Purchaser, Acquisition Sub and the Company desire to amend the
Merger Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and the representations,
warranties, covenants and agreements herein contained, and intending to be
legally bound hereby, Purchaser, Acquisition Sub and the Company hereby agree as
follows:
1. Clause A of Section 8.3(c) of the Merger Agreement is amended and
restated to read in its entirety as follows: "(A) Section 8.1(d) in connection
with, or as a result of, the failure to satisfy the Indebtedness Condition or
the occurrence of a Company Material Adverse Effect, or".
2. Section 9.01 of the Merger Agreement is hereby amended by deleting the
date "January 15, 2000" and inserting in its place "February 7, 2000".
3. Upon the effectiveness of this Amendment, each reference in the Merger
Agreement to "this Agreement", "hereunder", "hereof", "herein", or words of like
import shall mean and be a reference to the Merger Agreement as amended hereby,
and each reference to the Merger Agreement in any other document, instrument or
agreement shall mean and be a reference to the Merger Agreement as amended
hereby.
4. Except as specifically amended hereby, the Merger Agreement shall
remain in full force and effect and is hereby ratified and confirmed.
5. This Amendment may be executed in counterparts, each of which will be
deemed to be an original and both of which together will be deemed to constitute
but one and the same instrument.
6. This Amendment shall be governed by and construed in accordance with
the laws of the State of Delaware, without regard to the principles of conflicts
of law thereof.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be duly executed on its behalf as of the day and year first above written.
BOLLE INC.
By: /s/ Xxx Xxxxxx
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Name: Xxx Xxxxxx
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Title: Vice Chairman
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WORLDWIDE SPORTS AND RECREATION, INC.
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
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Title: President and CEO
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SHADE ACQUISITION, INC.
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
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Title: Vice President
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