AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 14, 2000Agreement and Plan of Merger • July 20th, 2000 • Sunshine Acquisition Inc • Ophthalmic goods • New York
Exhibit 99(d)(8) SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment"), dated as of August 15, 2000, is by and among Worldwide Sports and Recreation, Inc., a Delaware corporation...Agreement and Plan of Merger • August 16th, 2000 • Sunshine Acquisition Inc • Ophthalmic goods • New York
RECITALSConsulting and Noncompetition Agreement • July 20th, 2000 • Sunshine Acquisition Inc • Ophthalmic goods • New York
RECITALS --------Preferred Stock and Escrow Agreement • July 20th, 2000 • Sunshine Acquisition Inc • Ophthalmic goods • Illinois
TERMS AND CONDITIONS WORLDWIDE SPORTS & RECREATION, INC. SENIOR CREDIT FACILITIES Except as otherwise set forth herein, the terms and conditions of the financing committed to herein shall be on the same terms and conditions as is set forth in the...Terms and Conditions Worldwide • August 11th, 2000 • Sunshine Acquisition Inc • Ophthalmic goods
October 8th, 1999 Mr. Salam Chaudhary Vice President Wind Point Partners One Towne Square Suite 780 Southfield, Michigan 48076 Dear Mr. McMahon: CONFIDENTIALITY AGREEMENT This will confirm our understanding with you that we shall treat any information...Sunshine Acquisition Inc • July 20th, 2000 • Ophthalmic goods
This will confirm our understanding with you that we shall treat any information concerning Serengeti Eyewear, Inc. (the "Company") (whether prepared by the Company, its advisors or otherwise) which is furnished to us by or on behalf of the Company and identified in writing as confidential to the Company (herein collectively referred to as the "Evaluation Material") in accordance with the provisions of this letter and take or abstain from taking certain other actions as set forth below.
July 13, 2000 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...Sunshine Acquisition Inc • July 20th, 2000 • Ophthalmic goods
Serengeti Eyewear, Inc., a New York corporation (the "Company"), Worldwide Sports and Recreation, Inc., a Delaware corporation (the "Purchaser"), and Sunshine Acquisition, Inc., a newly formed New York corporation and a wholly-owned subsidiary of the Purchaser ("Acquisition Sub"), intend to enter an Agreement and Plan of Merger, dated on or about July 14, 2000 (the "Merger Agreement"), pursuant to which, Acquisition Sub will make a cash tender offer for a purchase price of $3.95 per share (the "Offer") to acquire all of the issued and outstanding shares of common stock of the Company (the "Shares"). In order to induce the Purchaser to enter into the Agreement, the undersigned hereby agrees not to exercise any options, warrants or other rights to acquire any Shares prior to the Effective Time. Capitalized terms used, but not otherwise defined, herein shall have the meaning ascribed to them in the Merger Agreement.
LETTERHEAD]Sunshine Acquisition Inc • July 20th, 2000 • Ophthalmic goods
Antares Capital Corporation ("Antares") is pleased to provide this commitment to you to amend or amend and restate, including an increase in the amount of, the financing memorialized by that certain Amended and Restated Credit Agreement dated as of February 8, 2000, among you, as Borrower, Antares, as Agent, and the Lenders party thereto (the "Existing Credit Agreement") on the terms and subject to the conditions set forth herein and in the term sheet attached hereto (the "Term Sheet"). The letter supercedes in its entirety our letter to you dated June 23, 2000.
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 48076 Attention:...Sunshine Acquisition Inc • July 20th, 2000 • Ophthalmic goods
