EXHIBIT (b)(1) $84,000,000 CREDIT FACILITY CREDIT AGREEMENT Dated as of August 5, 1999Credit Agreement • December 2nd, 1999 • Shade Acquisition Inc • Ophthalmic goods • Illinois
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...Agreement and Plan of Merger • December 2nd, 1999 • Shade Acquisition Inc • Ophthalmic goods • Delaware
Re: $22,800,000 12% Senior Subordinated Notes Due August 5, 2007, Warrants to Purchase Common Stock and Purchase of Series A Preferred Stock and Common StockNote Agreement • December 2nd, 1999 • Shade Acquisition Inc • Ophthalmic goods • Illinois
EXHIBIT (b)(2) FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER ---------------------------------------------- THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this "Amendment") is entered into as of August 18, 1999 by and between WORLDWIDE SPORTS &...Credit Agreement • December 2nd, 1999 • Shade Acquisition Inc • Ophthalmic goods • Illinois
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...Shade Acquisition Inc • December 2nd, 1999 • 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.
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...Shade Acquisition Inc • December 2nd, 1999 • 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 (C)(1) 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....Shade Acquisition Inc • December 2nd, 1999 • Ophthalmic goods • California
BOLLE INC. 555 Theodore Fremd Avenue Suite B-320 Rye, New York 10580Shade Acquisition Inc • December 2nd, 1999 • 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
