EXHIBIT (c)(5)
BOLLE INC.
000 Xxxxxxxx Xxxxx Xxxxxx
Xxxxx X-000
Xxx, Xxx Xxxx 00000
November 24, 1999
Xxxxxx Holdings, Inc. Wind Point Partners
555 Xxxxxxxx Xxxxx Avenue Xxx Xxxxx Xxxxxx
Xxxxx X-000 Xxxxx 000
Xxx, Xxx Xxxx 00000 Xxxxxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
Reference is hereby made to that certain Management Services Agreement,
dated March 11, 1998 between Bolle Inc. ("Bolle") and Xxxxxx Holdings, Inc.
("Xxxxxx"), 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 Xxxxxx, 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 Xxxxxx in a lump sum payment in payment of amounts
otherwise payable to Xxxxxx under the Management Services Agreement, provided
that such lump sum payment shall not exceed $600,000 in the aggregate (the "Lump
Sum Payment"), (ii) the remaining amounts payable to Xxxxxx under the Management
Services Agreement (after taking into account the payment of the Lump Sum
Payment) shall be payable to Xxxxxx in installments of $50,000 per month for the
number of months necessary in order to pay such remaining amounts in full,
provided that, notwithstanding the foregoing, the last month's payment shall be
equal to such lesser amount as may be necessary in order to pay such remaining
amounts in full (the "Scheduled Xxxxxx Payments"), and (iii) the Scheduled
Xxxxxx Payments shall be subordinated to any bank and other indebtedness for
borrowed money incurred or assumed by Bolle in connection with, or as a result
of, the consummation of the Offer or the related merger and any indebtedness
which may thereafter replace or succeed to such indebtedness ("Aggregate Funded
Debt"). Accordingly, the Scheduled Xxxxxx Payments shall only be paid to Xxxxxx
if there is no default or continuing event of default (a "Aggregate Funded Debt
Default") by Bolle under any of the documents, agreements or other instruments
relating to the Aggregate Funded Debt (the "Aggregate Funded Debt Documents").
If requested by Bolle or Shade Acquisition, Xxxxxx hereby agrees to execute and
deliver a Subordination Agreement, in such form as may be reasonably requested
by the Aggregate Funded Debt lenders, in order to more fully effectuate the
terms and conditions of this letter agreement.
Upon curing any Aggregate Funded Debt Default, Bolle shall pay any deferred
Scheduled Xxxxxx Payments which have not already been repaid by Wind Point
Partners, to the extent permitted by the Aggregate Funded Debt Documents. In the
absence of an Aggregate Funded Debt Default, management fees payable to Wind
Point Partners (the "Wind Point Fees") shall rank pari passu with the Scheduled
Xxxxxx Payments. In the event of an Aggregate Funded Debt Default, the Wind
Point Fees shall be subordinate to the Scheduled Xxxxxx Payments until such time
as the Aggregate Funded Debt Default is cured and Scheduled Xxxxxx Payments
which have been deferred as a result of such Aggregate Funded Debt Default are
repaid in full at which time the Scheduled Xxxxxx Payments shall again rank pari
passu with the Wind Point Fees. Upon an Aggregate Funded Debt Default, the Wind
Point Fees that have been paid to Wind Point Partners since the date of
consummation of the Offer shall be paid over to Xxxxxx to the extent that
Scheduled Xxxxxx Payments have not been paid. In lieu thereof, Wind Point
Partners may elect to obtain a letter of credit or other comparable form of
credit enhancement acceptable to Xxxxxx securing the Scheduled Xxxxxx Payments
until such Scheduled Xxxxxx Payments have been paid in full.
Furthermore, the parties hereto agree that, effective upon consummation of
the Offer, Bolle Inc. shall assign and transfer, and Xxxxxx shall assume, that
certain Lease Agreement for the Bolle offices located at 000 Xxxxxxxx Xxxxx
Xxxxxx, Xxx, Xxx Xxxx. Xxxxxx hereby agrees to indemnify Bolle for, and hold
Bolle harmless from any liabilities, debts or other obligations arising under
such lease.
The parties hereto expressly acknowledge and agree that Shade Acquisition
is a third party beneficiary of this letter agreement and that this letter
agreement may not be amended, terminated, revoked or modified without the prior
written consent of Shade Acquisition. If it accurately reflect our agreements,
please so indicate by executing both counterparts hereof in the space provided
below, retaining one counterpart for your records and returning the other
counterpart to the undersigned. This letter agreement will then constitute a
binding agreement between us.
Very truly yours,
BOLLE INC.
By:________________________________
Title:_____________________________
Acknowledged, accepted
and agreed this _____
day of November, 1999.
XXXXXX HOLDINGS, INC.
By:_____________________________
Title:__________________________
WIND POINT PARTNERS
By:_____________________________
Title:__________________________
