EXHIBIT 4.2
BOND PURCHASE AGREEMENT
This Bond Purchase Agreement dated as of August 24, 1999 by and among the
Rhode Island Industrial Facilities Corporation, a public corporation and
governmental agency of the State of Rhode Island and Providence Plantations (the
"State"), duly organized and validly existing under the laws of the State (the
"Issuer"), Uvex Safety Manufacturing, Inc., a corporation duly organized and
validly existing under the laws of the State of Delaware (the "Obligor"), Bacou
USA, Inc., a corporation duly organized and validly existing under the laws of
the State of Delaware (the "Guarantor") and BankBoston, N.A., a national banking
association duly organized and validly existing under the laws of the United
States of America as agent for itself and KeyBank, N.A., a national banking
association duly organized and validly existing under the laws of the United
States of America (the "Purchaser"), is made under the circumstances summarized
in the following recitals (the capitalized terms not defined herein are as
defined in the Agreement hereinafter described):
WHEREAS, the Issuer proposes to issue, sell and deliver its $30,000,000
Rhode Island Industrial Facilities Corporation Industrial Development Revenue
Bond (Uvex Safety Manufacturing, Inc. Project-1999 Series) (the "Bond") pursuant
to its authorizing resolution adopted by its Board of Directors on August 3,
1999 (the "Resolution") and apply the proceeds derived from such sale to assist
the Obligor in financing the purchase approximately 15.8 acres, more or less, of
land located at or adjacent to 00 Xxxxxxx Xxxxxxxxx in the Town of Smithfield,
Rhode Island (the "Premises"), the purchase and renovation of the building and
facilities located thereon containing 127,000 square feet, more or less,
including the construction of an approximately 44,000 square foot addition
thereto (the "Facilities") and the purchase and installation of machinery,
furnishings and equipment at the Facilities (such purchase, construction,
renovation and equipping is herein referred to as the "Project"); and
WHEREAS, the Obligor and the Issuer have entered into a Lease Agreement
dated as of August 24, 1999 (the "Agreement") whereby the Issuer agrees to lease
the Project to the Obligor and to apply the proceeds of the Bond to finance the
Project; and
WHEREAS, the Obligor, by the Agreement, is required to make lease payments
in the amounts and at the times sufficient to pay the principal of and premium,
if any, and interest on the Bond; and
WHEREAS, the Issuer, by an Assignment of Lease Agreement and Revenues from
the Issuer to the Purchaser dated as of August 24, 1999 (the "Assignment"), will
assign to the Purchaser as security for the Bond all right, title and interest
of the Issuer in and to the Agreement (with certain exceptions therein
contained), including the Agreement itself, and the Revenues, including the
lease payments to be made by the Obligor thereunder; and
WHEREAS, as additional security for the payment of principal and interest
on the Bond, the Guarantor will enter into a Guaranty Agreement with the
Purchaser dated as of August 24, 1999 (the "Guaranty").
NOW, THEREFORE, intending to be legally bound, the parties hereto covenant
and agree as follows (provided that any obligation of the Issuer created by or
arising out of this Bond Purchase Agreement shall never constitute a general
debt of the Issuer nor give rise to any pecuniary liability of the Issuer but
shall be payable solely out of the Revenues):
SECTION 1. PURCHASE OF THE BOND. Subject to the conditions hereof, the
Issuer will issue and deliver the Bond, up to a maximum principal amount of
$30,000,000 upon the terms set forth in the form of the Bond for up to the
purchase price equal to the principal amount of the Bond. Upon delivery of the
Bond as described in Section 2 (the "Closing") and thereafter, the Purchaser
will make advances to the Obligor in an aggregate amount of up to $30,000,000
for payment of Project costs pursuant to the terms of the Agreement and the
Assignment. Each advance by the Purchaser shall cause the principal amount of
the Bond to be increased by an amount equal to the amount of the advance and
each advance shall constitute a partial payment of the purchase price of the
Bond. The Bond shall be in the form of one Bond, registered in the name of the
Purchaser in substantially the form attached hereto as Exhibit A.
SECTION 2. CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS. The Purchaser's
obligation to purchase the Bond and to make advances to the Obligor is subject
to (i) the accuracy of all representations, warranties, statements and opinions
in the agreements, instruments, certificates and opinions (including, without
limitation, this Bond Purchase Agreement, the Resolution, the Bond, the
Agreement, the Guaranty and the Assignment) now or hereafter delivered in
connection with the issuance of the Bond or any request for an advance and which
will be included in the transcript of proceedings pertaining to the Bond (the
"Bond Documents") on the date of the Closing and the date of each advance, (ii)
the condition that no event of default exists under the Bond Documents and no
condition exists which, with the giving of notice or lapse of time or both,
would constitute any such event of default on the date of the Closing and the
date of each advance, (iii) the performance by the Issuer and the Obligor of all
agreements to be performed by them under the Bond Documents at or prior to the
Closing and on or prior to the date of each advance, (iv) delivery of the Bond
for payment no later than August 24, 1999 at the offices of Xxxxxxxxxxx Licht &
Semonoff Ltd., Xxx Xxxx Xxx, Xxxxxxxxxx, Xxxxx Xxxxxx 00000 or at such other
location agreeable to the parties hereto, unless such date is extended in
writing by the Purchaser and (v) the satisfaction of the following conditions:
(a) at or prior to the Closing, the Issuer shall furnish to the
Purchaser (1) a written approving opinion of Xxxxxxxxxxx Xxxxx & Semonoff
Ltd. (the "Bond Counsel") as to legality of and tax-exempt status of
interest on the Bond from State of Rhode Island income taxation, dated as
of the date of Closing and in their customary form and (2) a copy of the
Resolution adopted by the Issuer authorizing the issuance of the Bond and
delivery of executed Bond Documents to which the Issuer is a party;
(b) at or prior to the Closing, the Obligor shall furnish to the
Purchaser and the Issuer (1) a written opinion of counsel for the Obligor,
dated the date of the Closing and in form acceptable to Bond Counsel and
the Purchaser, (2) executed Bond Documents to which the Obligor is a party
and (3) a certified copy of such actions or proceedings taken by the
Obligor authorizing execution, delivery and performance of the obligations
set forth in the Bond Documents to which each of the Obligors is a party;
(c) at or prior to the Closing, the Guarantor shall furnish to the
Purchaser and the Issuer (1) the Guaranty, in form acceptable to Bond
Counsel and the Purchaser, (2) executed Bond Documents to which the
Guarantor are a party, (3) a certified copy of such actions or proceedings
taken by the Guarantor authorizing the execution, delivery and performance
of the obligations set forth in the Bond Documents to which the Guarantor
are a party, and (4) a written opinion of counsel to the Guarantor dated
the date of the Closing and in form acceptable to Bond Counsel and the
Purchaser;
(d) all legal documentation and proceedings in connection with the
transactions contemplated by this Bond Purchase Agreement shall be in form
and substance satisfactory to the Purchaser and the Issuer, their legal
counsel and Bond Counsel, and the Purchaser shall have received all such
originals, counterparts, originals or certified or other copies of such
Bond Documents in form and substance satisfactory to the Purchaser, as the
Purchaser or its legal counsel may reasonably request; and
(e) no event shall have occurred or information disclosed which, in
the reasonable judgment of the Purchaser, has or could, with the passage of
time, have a material adverse effect on the market value of the Bond.
SECTION 3. CONDITIONS PRECEDENT TO ISSUER'S OBLIGATION. The Issuer's
obligation to issue and deliver the Bond and perform its obligations hereunder
is subject to (i) satisfaction of the conditions set forth in Section 2 herein
(other than those conditions to be satisfied by the Issuer) and (ii)
satisfaction of the Purchaser's obligations hereunder, including delivery to the
Issuer and Bond Counsel of a duly executed investor's acknowledgment letter in
substantially the form attached hereto as Exhibit B.
SECTION 4. PAYMENT OF FEES AND EXPENSES. The Obligor agrees to pay, out of
the proceeds of the Bond or otherwise, all reasonable costs and expenses
relating to the issuance of the Bond, including all fees and expenses of the
Issuer (including an Administrative Fee in an amount equal to 1/8 of 1% of the
maximum principal amount of the Bonds) and Bond Counsel, the fees and expenses
of the Obligor's and the Purchaser's counsel, (including counsel to any
Purchaser bank) the Project Supervisor's fees, recording fees, the fee of the
Rhode Island Public Finance Management Board (1/40 of 1% of the principal amount
of the Bond) and all out-of-pocket expenditures of the parties hereto and their
respective counsel. In the event the Bond is for any reason not sold or the
proceeds thereof shall be insufficient to pay the above fees and expenses, the
Obligor agrees to be bound to pay such fees and expenses.
SECTION 5. COVENANTS OF BOND OFFERING; FURTHER ASSURANCES; REPRESENTATIONS,
WARRANTIES AND COVENANTS. Neither of the Obligor nor the Issuer has, either
directly or through any agent, offered the Bond for sale to, or solicited any
offers to make all or any part of the loan to be made pursuant to the terms of
the Bond, or to acquire the Bond or similar securities evidencing all or part of
such loan, from or otherwise approached or negotiated in respect thereof with,
any person or persons other than the Purchaser; and the Obligor and the Issuer
each agree that it will not sell or offer the Bond to, or solicit any offers to
buy any thereof from, or otherwise approach or negotiate in respect thereof
with, any other person or persons so as thereby to bring the offering or
issuance of the Bond within the provisions of Section 5 of the Securities Act of
1933, as amended. At the Purchaser's request, the Issuer and the Obligor will
execute, acknowledge when appropriate, and deliver from time to time such
instruments and documents as, in the reasonable opinion of the Purchaser, are
necessary or desirable to confirm such obligations as the Issuer and the Obligor
may have under any of the Bond Documents. All warranties, representations and
covenants made in the Bond Documents by the Issuer and the Obligor are hereby
incorporated herein by reference and may be relied upon by the Purchaser as if
made directly to or with the Purchaser.
SECTION 6. OFFER TO PREPAY UPON CHANGE IN CONTROL. If the Purchaser or any
of its affiliates shall hold the Bond on the date of a change in control, as
defined in the Agreement, the Obligor shall give written notice thereof to the
Purchaser, promptly after the occurrence of such Change in Control but in any
event within 10 days thereof. Such notice shall (a) describe in reasonable
detail the facts and circumstances giving rise to such Change of Control and the
effect thereof on the Obligors, (b) offer to prepay, on a date (the "Prepayment
Date") which shall be not less than 30 days nor more than 60 days after the date
of such notice, the principal and interest due on the Bond held by the Purchaser
and its affiliates, (c) request the Purchaser to notify the Obligor in writing,
not less than 10 days prior to the Prepayment Date, of its acceptance or
rejection of such offer and (d) inform the Purchaser that, upon the Purchaser's
receipt of such notice by the Obligor, failure to accept such offer in writing
on or before the 10th day prior to the Prepayment Date shall be deemed rejection
of such offer.
Upon its acceptance of such offer, the Purchaser shall give written notice
to the Obligor, on the fifth Business Day prior to the Prepayment Date, of the
amount of the Prepayment Price of the Bond held by it, which notice shall set
forth in reasonable detail the computation thereof. The Prepayment Price shall
be binding on the Obligor, the Issuer and the Purchaser absent manifest error.
Thereupon, each of the Obligor covenants and agrees that it will on the
Prepayment Date prepay the Bond held by the Purchaser and its affiliates by
payment of the Prepayment Price of such Bond, together with interest accrued on
the unpaid principal amount of such Bond to the Prepayment Date. (Capitalized
terms not defined in this Section 6 shall have the meanings ascribed thereto in
the Agreement.)
SECTION 7. RIGHTS AND REMEDIES. No delay or failure of the Purchaser in
exercising any right, power or privilege hereunder shall affect such right,
power or privilege, nor shall any single or partial exercise thereof or any
abandonment or discontinuance of steps to enforce such right, power or privilege
preclude any further exercise thereof or the exercise of any other right, power
or privilege. The rights and remedies of the Purchaser hereunder are cumulative
and not exclusive of any rights or remedies which the Purchaser would otherwise
have. Neither this Bond Purchase Agreement nor any provision hereof may be
changed, waived, discharged or terminated except by a statement in writing
signed by each party against which enforcement of the change, waiver, discharge
or termination is sought.
SECTION 8. EXTENT OF COVENANTS; NO PERSONAL LIABILITY. The Bond is a
special obligation of the Issuer and the principal of, premium, if any, and
interest on the Bond are payable solely from, and are secured equally by, a
pledge of the revenues and are not otherwise an obligation of the Issuer.
Anything in the Bond Documents to the contrary notwithstanding, neither the Bond
Documents nor any provision thereof shall constitute a pledge of the faith and
credit of the Issuer and the holder of the Bond shall have no right to have
taxes levied for its payment either by the Issuer or any other taxing authority
in the State. No such covenant, stipulation, obligation or agreement shall be
deemed to be a covenant, stipulation, obligation or agreement of any present or
future member, officer, agent or employee of the Issuer in his individual
capacity, and no official executing any Bond Document shall be liable personally
on the Bond Documents or be subject to any personal liability or accountability
by reason of the issuance and execution thereof.
SECTION 9. NOTICES. All notices, certificates, requests or other
communications hereunder shall be deemed to be sufficiently given when hand
delivered or when mailed by registered or certified mail, postage prepaid,
addressed as follows:
(a) As to the Issuer, at:
Xxx Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxx 00000
Attention: Treasurer
(b) As to the Purchaser, at:
BankBoston, N.A.
Xxx XxxxXxxxxx Xxxxx
Xxxxxxxxxx, Xxxxx Xxxxxx 00000
Attention: Xxxx Xxxxxxxxxx, Vice President
With a copy to:
Xxxxxxxxx Xxxx & Xxxx
000 Xxxxx Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxx 00000
Attention: Xxxxx Xxxxxx, Esquire
(c) As to the Obligor, at:
Uvex Safety Manufacturing, Inc.
c/o Bacou USA, Inc.
00 Xxxxxxx Xxxx.
Xxxxxxxxxx, Xxxxx Xxxxxx 00000
Attention: Xxxxxxxx X. Major, Secretary
or to such other place or places as the Issuer, the Obligor and the Purchaser
may designate by notice given hereunder for the purpose of receiving notices,
certificates, requests or other communications. Any notice given hereunder must
be addressed and delivered to all the parties to this Bond Purchase Agreement.
SECTION 10. APPLICABLE LAWS. This Bond Purchase Agreement shall be
construed and enforced in accordance with and shall be governed by the laws of
the State.
SECTION 11. PARTIES IN INTEREST. All the terms and provisions of this Bond
Purchase Agreement shall be binding upon and shall inure to the benefit of the
Issuer, the Obligor, the Guarantor, the Purchaser and their respective
successors and assigns and shall survive the issuance, sale and delivery of the
Bond.
SECTION 12. COUNTERPARTS. This Bond Purchase Agreement may be signed in any
number of counterparts with the same effect as if the signature thereto and
hereto were upon the same instrument. Complete sets of counterparts shall be
lodged with the Issuer, the Obligor, and the Purchaser.
WITNESS the due execution hereof this 24th day of August, 1999.
RHODE ISLAND INDUSTRIAL FACILITIES
CORPORATION
Attest: By: /s/ Xxxx X. Xxxxxxx
------------------------ ----------------------------------------
Secretary Treasurer
UVEX SAFETY MANUFACTURING, INC.
WITNESS: By: /s/ X. Xxxxxx /s/ Xxxxxx X. Xxxx
------------------------- ----------------------------------------
Title: Chairman Vice Chairman
BACOU USA, INC.
WITNESS: By: /s/ X. Xxxxxx /s/ Xxxxxx X. Xxxx
------------------------ ---------------------------------------
Title: Co-Chairman, Executive Vice
President, CEO President, COO
BANKBOSTON, N.A.
WITNESS: By: /s/ Xxxx X. Xxxxxxxxxx
------------------------ ----------------------------------------
Title: Vice President
