Exhibit 10(a)
July 13, 2000
The Board of Directors
Bacou USA, Inc.
10 Thurber Blvd.
Smithfield, RI 02917 - 1896
Dear Members of the Board:
This Agreement (this "Agreement") will confirm the basis upon which Bacou USA,
Inc. ("Client") has engaged Deutsche Bank Securities Inc. ("Deutsche Bank") on
an exclusive basis, to provide advisory and investment banking services with
respect to the exploration of strategic alternatives that may lead to a possible
transaction, through sale, merger, joint venture or otherwise, whether effected
in a single transaction or a series of related transactions (including a
transaction whereby control of Client is conveyed indirectly as a result of a
transaction involving any of its upstream parent entities, including Bacou SA or
Engineering H. Bacou SA, provided, however, that such transaction or series of
related transactions shall also involve the sale, exchange or transfer of the
shares of Client held by the public minority shareholders of Client), in which
50% or more of the voting power of Client or all or a substantial portion of its
business or assets are combined with or transferred to another company (a
"Transaction").
Section 1. Services to be Rendered. Deutsche Bank agrees to perform such of the
following financial advisory and investment banking services as Client
reasonably and specifically requests:
(a) Deutsche Bank will familiarize itself to the extent it deems
appropriate and feasible with the business, operations, financial
condition and prospects of Client;
(b) Deutsche Bank will assist Client in identifying and evaluating
candidates for a potential Transaction;
(c) Deutsche Bank, in coordination with Client, will prepare and
implement a marketing plan and, working with the management of
and assembling information provided by Client, prepare a
memorandum describing Client (the "Selling Memo") for
distribution to potential parties to a Transaction;
(d) Deutsche Bank will contact potential candidates which Deutsche
Bank and Client have agreed may be appropriate for a potential
Transaction, and in rendering such services, Deutsche Bank may
meet with representatives of such candidates and provide such
representatives with such information about Client as may be
appropriate and acceptable to Client, subject to customary
business confidentiality;
(e) Deutsche Bank will advise and assist Client in considering the
desirability of effecting a Transaction, and, if Client believes
such a Transaction to be desirable, in developing and
implementing a general strategy for accomplishing a Transaction;
(f) Deutsche Bank will advise and assist senior management of Client
in making presentations to the Board of Directors of Client
concerning any proposed Transaction, as appropriate;
(g) Deutsche Bank will advise and assist Client in the course of its
negotiation of a Transaction and will participate in such
negotiations as requested;
(h) If requested by Client, Deutsche Bank will provide an opinion (in
writing, if so requested) to Client's Board of Directors
regarding the fairness to Client or its securityholders from a
financial point of view of the consideration to be received by
Client or its securityholders or the exchange ratio, as the case
may be, in connection with the Transaction (the "Opinion"). The
nature and scope of the investigation which Deutsche Bank would
conduct in order to be able to render the Opinion, as well as the
scope, form and substance of the Opinion, will be such as
Deutsche Bank considers appropriate. If required by applicable
law, the Opinion may be included in any disclosure document filed
by Client with the Securities and Exchange Commission with
respect to a proposed Transaction, provided that it is reproduced
in full, and that any description of or reference to Deutsche
Bank or summary of the Opinion in the disclosure document is in a
form reasonably acceptable to Deutsche Bank and its counsel.
Except as provided herein, the Opinion will not be reproduced,
summarized or referred to in any public document or given to any
other person without the prior written consent of Deutsche Bank;
and
(i) Deutsche Bank will render such financial advisory services as
Client may reasonably and specifically request in connection with
seeking any regulatory approvals of any proposed Transaction.
Client will furnish, and, if Client enters into negotiations with a counterparty
regarding a possible Transaction, will request such counterparty to furnish, to
Deutsche Bank such information as Deutsche Bank reasonably requests in
connection with the performance of its services hereunder (all such information
so furnished is referred to herein as the "Information"). Client understands and
agrees that Deutsche Bank, in performing its services hereunder, will use and
rely upon the Information as well as publicly available information regarding
Client and any counterparties and that Deutsche Bank does not assume
responsibility for independent verification of any information, whether publicly
available or otherwise furnished to it, concerning Client or any counterparties,
including, without limitation, any financial information, forecasts or
projections, considered by Deutsche Bank in connection with the rendering of its
services. Accordingly, Deutsche Bank shall be entitled to assume and rely upon
the accuracy and completeness of all such information and is not required to
conduct a physical inspection of any of the properties or assets, or to prepare
or obtain any independent evaluation or appraisal of any of the assets or
liabilities, of Client or any counterparty. With respect to any financial
forecasts and projections made available to Deutsche Bank by Client or any
counterparty and used by Deutsche Bank in its analysis, Deutsche Bank shall be
entitled to assume that such forecasts and projections have been reasonably
prepared on bases reflecting the best currently available estimates and
judgments of the management of Client or such counterparty, as the case may be,
as to the matters covered thereby.
In connection with the services described in this Section 1, Client authorizes
Deutsche Bank, as Client's representative, to transmit the Selling Memo to
potential parties to a Transaction subject to such parties entering into
customary confidentiality agreements. Client hereby acknowledges that all
information contained in the Selling Memo will be provided by or based upon
information provided by Client or third parties, and that Client will be solely
responsible for the contents thereof to the extent that it relates to Client.
Client further acknowledges and agrees that performance by Deutsche Bank of the
services contemplated hereby will be in conjunction with services being rendered
to Client's parent entities and its parent's shareholders and that the Selling
Memo may be included with certain other information describing the businesses of
Client's parent entities, including Bacou SA and Engineering H. Bacou SA, and
their related affiliates.
SECTION 2. FEES. Client shall pay Deutsche Bank for its services hereunder a
cash fee equal to:
(a) in the event that Client requests, and Deutsche Bank delivers, or
advises Client that it will be unable to render, the Opinion, a
fee of $1,000,000, payable upon the occurrence of such delivery
or advice (the "Opinion Fee");
(b) in the event that Client requests that Deutsche Bank render an
additional Opinion with respect to one or more materially amended
or revised offers, an additional Opinion Fee of $500,000 with
regard to each such amended or revised offer, payable upon the
delivery of each additional Opinion or advice from Deutsche Bank
that it will be unable to render each additional Opinion; and
(c) in the event a Transaction is consummated, a fee, payable at
closing, calculated in accordance with Schedule A attached
hereto, provided that the Transaction Fee shall be limited to a
total of six million dollars (the "Transaction Fee"); provided
further that the Transaction Fee shall be reduced by the amount
of any previously paid Opinion Fee(s).
For purposes of this Agreement and including Schedule A, the term "Aggregate
Consideration" shall mean the total amount of cash and the fair market value on
the date which is five days prior to the consummation of the Transaction (the
"Valuation Date") of all other property paid or payable directly or indirectly
to Client or any of its securityholders in connection with a Transaction
(including (i) amounts paid to holders of any warrants or convertible securities
of Client and to holders of any options or stock appreciation rights issued by
Client, whether or not vested; (ii) the total amount of indebtedness for
borrowed money or similar non-trade liabilities or obligations (including
unfunded pension liabilities, guarantees, capitalized leases and the like) of
Client repaid, retired, extinguished or assumed in connection with, or which
otherwise remains outstanding as of the closing of, a Transaction; and (iii) the
fair market value of any assets of Client which are retained by or otherwise
distributed to its stockholders or affiliates in anticipation of or in
connection with a Transaction).
For purposes of calculating Aggregate Consideration, (i) all shares will be
deemed transferred where a Transaction is effected by the transfer of shares (A)
constituting 50% or more of the then outstanding equity securities of or equity
interest in Client or its subsidiaries or affiliates, or (B) possessing 50% or
more of the then outstanding voting power of the outstanding equity securities
of or equity interest in Client or its subsidiaries or affiliates, (ii) the
value of any securities issuable in connection with a Transaction (whether debt
or equity) that have an established public market (including any such securities
subject to resale restrictions) will be determined on the basis of the average
of the closing prices in such market on the ten stock exchange days immediately
preceding Valuation Date; and the value of securities that have no established
public market or other property will be the fair market value of such securities
or other property on such Valuation Date as determined in good faith and upon
mutual agreement of Client and Deutsche Bank, and (iii) all present value
calculations will utilize a discount rate equal to the prime rate published in
The Wall Street Journal on the Valuation Date (the "Prime Rate"). In the event
an agreement for a Transaction provides for escrowed or contingent payments or
other payments over time, the present value of such payments (discounted at the
Prime Rate) shall be based upon projections developed in connection with the
proposed Transaction, and Deutsche Bank's fees in respect of such payments shall
be calculated based upon such present value and paid at the closing of such
Transaction.
It is understood that the Aggregate Consideration payable by a buyer for
purposes of determining the fee payable by Client to Deutsche Bank in the event
of the consummation of a Transaction shall be that portion of the total
consideration payable by the buyer for Client and Client's parent entities in
the aggregate that is attributable by the buyer to the Client without regard to
Client's parent entities.
SECTION 3. EXPENSES. In addition to any fees that may be payable to Deutsche
Bank hereunder and regardless of whether any Transaction is proposed or
consummated, Client hereby agrees, from time to time upon request, to reimburse
Deutsche Bank for all reasonable fees and disbursements of Deutsche Bank's
outside counsel and all of Deutsche Bank's reasonable travel and other
out-of-pocket expenses incurred in connection with any actual or proposed
Transaction or otherwise arising out of Deutsche Bank's engagement hereunder,
provided, however, that such fees and expenses shall not exceed $100,000 without
the prior approval of Client. It is further provided that such fees and
expenses, together with any fees and expenses incurred pursuant to July 13
agreement between Deutsche Bank and the majority Shareholders of Bacou S.A. (the
"S.A. Shareholder agreement") shall not exceed $100,000 on a combined basis
without the prior approval of Client.
SECTION 4. TERMINATION OF ENGAGEMENT. Deutsche Bank's engagement hereunder may
be terminated by either Client or Deutsche Bank at any time, with or without
cause, upon written advice to that effect to the other party; provided, however,
that if Deutsche Bank's engagement hereunder is terminated by Shareholders for
any reason other than Deutsche Bank's gross negligence or willful misconduct
(a) Deutsche Bank will be entitled to its full fee as outlined in
Section 2 hereof in the event that (i) at any time prior to the
expiration of 24 months after such termination by Client, a
Transaction is consummated; or (ii) Client enters into a
definitive agreement during the term of this Agreement or during
such 24 month period which results in the consummation of a
Transaction at any time; and
(b) the provisions of this Section 4 and of Sections 3, 7 and 8
hereof shall survive such termination.
SECTION 5. RELIANCE ON OTHERS. Client confirms that it will rely on its own
counsel, accountants and other similar expert advisors for legal, accounting,
tax and other similar advice.
SECTION 6. PUBLICITY. In the event of consummation of any Transaction, Deutsche
Bank shall have the right, at its own expense, to disclose its participation in
such Transaction, including, without limitation, the placement of "tombstone"
advertisements in financial and other newspapers and journals subject to
Client's approval of the contents of such announcement, which consent shall not
be unreasonably withheld. Deutsche Bank agrees that Client shall have the right
to announce publicly the execution of this Agreement with Deutsche Bank subject
to Deutsche Bank's prior approval of the contents of such announcement.
SECTION 7. SCOPE OF RESPONSIBILITY. Neither Deutsche Bank nor any of its
affiliates (nor any of their respective control persons, directors, officers,
employees or agents) shall be liable to Client or to any other person claiming
through Client for any claim, loss, damage, liability, cost or expense suffered
by Client or any such other person arising out of or related to Deutsche Bank's
engagement hereunder except for a claim, loss or expense that arises primarily
out of or is based primarily upon any action or failure to act by Deutsche Bank,
other than an action or failure to act undertaken at the request or with the
consent of Client, that constitutes bad faith, willful misconduct or gross
negligence on the part of Deutsche Bank.
SECTION 8. INDEMNITY AND CONTRIBUTION. Client agrees to indemnify and hold
harmless Deutsche Bank and its affiliates (and their respective control persons,
directors, officers, employees and agents) to the full extent lawful against any
and all claims, losses, damages, liabilities, costs and expenses as incurred
(including all reasonable fees and disbursements of counsel and all reasonable
travel and other out-of-pocket expenses incurred in connection with
investigation of, preparation for and defense of any pending or threatened claim
and any litigation or other proceeding arising therefrom, whether or not in
connection with pending or threatened litigation in which Deutsche Bank or any
other indemnified person is a party) arising out of Deutsche Bank's engagement
hereunder; provided, however, there shall be excluded from such indemnification
any such claims, losses, damages, liabilities, costs or expenses that arise
primarily out of or are based primarily upon any action or failure to act by
Deutsche Bank, other than an action or failure to act undertaken at the request
or with the consent of Client, that is found in a final judicial determination
(or a settlement tantamount thereto) to constitute bad faith, willful misconduct
or gross negligence on the part of Deutsche Bank. In the event that the
foregoing indemnity is unavailable or insufficient to hold Deutsche Bank and
other indemnified parties harmless, then Client shall contribute to amounts paid
or payable by Deutsche Bank and other indemnified parties in respect of such
claims, losses, damages, liabilities, costs and expenses in such proportion as
appropriately reflects the relative benefits received by, and, if applicable law
does not permit allocation solely on the basis of benefits, fault of, Client and
Deutsche Bank in connection with the matters as to which such claims, losses,
damages, liabilities, costs and expenses relate and other equitable
considerations, subject to the limitation that in any event Deutsche Bank's
aggregate contributions in respect of such claims, losses, damages, liabilities,
costs and expenses will not exceed the amount of fees actually received by
Deutsche Bank pursuant to this Agreement. For purposes hereof, relative benefits
to Client and Deutsche Bank of the Transaction shall be deemed to be in the same
proportion that the total value received or contemplated to be received by
Client and/or its security holders in connection with the Transaction bears to
the fees paid to Deutsche Bank pursuant to its engagement in respect of such
Transaction.
Deutsche Bank shall promptly inform Client of any pending or threatened claim or
litigation or proceeding arising out of Deutsche Bank's engagement hereunder and
allow, to the full extent lawful, Client to participate (at Client's cost) in
the defense of any such claim, litigation or proceeding.
Client will not, without the prior written consent of Deutsche Bank, settle any
litigation relating to Deutsche Bank's engagement hereunder unless such
settlement includes an express, complete and unconditional release of Deutsche
Bank and its affiliates (and their respective control persons, directors,
officers, employees and agents) with respect to all claims asserted in such
litigation or relating to Deutsche Bank's engagement hereunder; such release to
be set forth in an instrument signed by all parties to such settlement.
SECTION 9. GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without regard to
the conflicts of laws provisions thereof. Any right to trial by jury with
respect to any claim, action, suit or proceeding arising out of this Agreement
or any of the matters contemplated hereby is waived. Client hereby submits to
the non-exclusive jurisdiction of the Federal and State courts located in the
County of New York, New York in connection with any dispute related to this
Agreement or any of the matters contemplated hereby.
SECTION 10. NO RIGHTS IN SHAREHOLDERS, ETC. Client recognizes that Deutsche Bank
has been engaged only by Client, and that Client's engagement of Deutsche Bank
is not deemed to be on behalf of and is not intended to confer rights upon any
shareholder, partner or other owner of Client or any other person not a party
hereto as against Deutsche Bank or any of its affiliates or any of their
respective directors, officers, agents, employees or representatives. Unless
otherwise expressly agreed, no one other than Client is authorized to rely upon
Client's engagement of Deutsche Bank or any statements, advice, opinions or
conduct by Deutsche Bank, and Client will not disclose such statements, advice,
opinions or conduct to others (except Client's professional advisors and except
as required by law). Without limiting the foregoing, any opinions or advice
rendered to Client's Board of Directors or management in the course of Client's
engagement of Deutsche Bank are for the purpose of assisting the Board or
management, as the case may be, in evaluating the Transaction and do not
constitute a recommendation to any shareholder of Client concerning action that
such shareholder might or should take in connection with the Transaction.
Deutsche Bank's role herein is that of an independent contractor; nothing herein
is intended to create or shall be construed as creating a fiduciary relationship
between Client and Deutsche Bank.
SECTION 11. DISCLOSURE. Client acknowledges that Deutsche Bank and its
affiliates may have and may continue to have investment banking, financial
advisory and other relationships with parties other than Client pursuant to
which Deutsche Bank may acquire information of interest to Client. Deutsche Bank
shall have no obligation to disclose such information to Client or to use such
information in the preparation of the Opinion.
Deutsche Bank and its affiliates are engaged in securities trading and brokerage
activities as well as investment banking and financial advisory services. In the
ordinary course of their trading and brokerage activities, Deutsche Bank and its
affiliates may hold positions, for their own account or the account of
customers, in equity, debt or other securities of Client or any company that may
be involved in the Transaction.
SECTION 12. MISCELLANEOUS. In order to coordinate most effectively the
activities of Client and Deutsche Bank contemplated by this Agreement, both
Client (including management or other officers and directors of Client) and
Deutsche Bank will promptly inform the other of inquiries of third parties which
it receives concerning a Transaction. Nothing in this Agreement is intended to
obligate or commit Deutsche Bank or any of its affiliates to provide any
services other than as set out above. This Agreement may be executed in two or
more counterparts, all of which together shall be considered a single
instrument. This Agreement constitutes the entire agreement, and supersedes all
prior agreements and understandings (both written and oral) of the parties
hereto with respect to the subject matter hereof, and cannot be amended or
otherwise modified except in writing executed by the parties hereto. The
provisions hereof shall inure to the benefit of and be binding upon the
successors and assigns of Client and Deutsche Bank.
If you are in agreement with the foregoing, please sign and return the attached
copy of this Agreement, whereupon this Agreement shall become effective as of
the date hereof.
Sincerely,
DEUTSCHE BANK SECURITIES INC.
By /s/ Richard W. Thaler, Jr.
------------------------------------------
Richard W. Thaler, Jr.
Managing Director
By /s/ Glenn W. Crafford
------------------------------------------
Glenn W. Crafford
Managing Director
AGREED TO:
BACOU USA, INC.
By /s/ Walter Stepan By /s/ Philip B. Barr
-------------------------------- -------------------------------------------
Walter Stepan Philip B. Barr
Co-Chairman President and CEO
<PAGE>
Schedule A
Standard Fee Scale for Mergers and Acquisitions Transactions
For Aggregate Consideration of
Transaction Fee %
--------------------------------------------------------------------------------
Less than $50 million -
$50 - 99 1.50%
100 - 199 1.35
200 - 299 1.20
300 - 399 1.00
400 - 499 0.90
500 - 599 0.85
600 - 699 0.80
700 - 799 0.75
800 - 899 0.70
900 - 999 0.65
1,000 - 1,499 0.60
1,500 - 1,999 0.50
Greater than 2,000 0.425
<PAGE>
Exhibit 10(b)
July 13, 2000
Bacou USA, Inc.
10 Thurber Boulevard
Smithfield, RI 02917
Attention: Philip B. Barr, President and CEO
Dear Phil:
Some months ago, the holder of a substantial minority interest in Bacou S.A.
("BA-FR") informed us that it wished to divest its interest in BA-FR. As a
result of that request, our family initiated a study of how best to raise the
capital necessary to purchase the minority interest in BA-FR and also continue
our current strategies toward the goal of building a multi-billion dollar global
safety and security company. Fulfilling both objectives would require us to
increase our financial leverage, and consequently our risk, or to dilute
substantially our equity interests. This placed us at a cross roads regarding
our future path, causing us to consider all strategic options, including a
divestiture strategy, rather than continuing to grow the business according to
the plan we have followed in Europe since 1974 and in the U.S. since we founded
Bacou USA, Inc. ("BA-US") in 1993.
We have engaged Deutsche Bank as investment bankers for the purpose of seeking
bids from prospective buyers and considering other strategic alternatives. We
acknowledge that BA-US also has entered into an engagement letter with Deutsche
Bank for the same purposes. Both BA-US and the undersigned have been separately
represented in the negotiation of our respective engagement letters and have
received copies of both letters. The investment bankers expect to complete the
preparation of offering materials this month and should begin the process of
soliciting offers (the "Offering").
Together, the four of us own directly and indirectly substantially all of the
ownership interests in Engineering H. Bacou S.A. ("EHB") and a majority of the
ownership interests in BA-FR. Additionally, we have entered into a contract with
the holders of substantially all of the minority interests in BA-FR that will
allow us to make any divestiture decisions with respect to the entire ownership
interest in BA-FR.
As you know, BA-FR is the holder of 12,612,600 shares of common stock of BA-US
(the "BA-US Majority Shares"). The BA-US Majority Shares will not be offered for
sale directly in the offering process, but their ultimate beneficial ownership
would change if we sell all of our shares in EHB and BA-FR.
Our indirect ownership interests in BA-US represent a significant part of the
value of our interests in EHB and BA-FR. Therefore, in connection with the
Offering, we have asked BA-US and its management for assistance in the following
ways: to participate in the preparation of Offering materials; to provide the
information necessary for preparation of a data room; to make management
presentations to potential buyers; to assist our negotiations with potential
buyers; to help us evaluate strategic alternatives to a sale of our interests;
and otherwise to participate in the Offering process. Walter Stepan has agreed
to lead the internal taskforce for all these activities on our behalf.
We understand that you have consulted with the Oversight Committee of the Board
of Directors of BA-US concerning our request and that cooperation will be
provided upon the condition that the Offering process also include an
opportunity to explore the value of shares (together the "BA-US Minority
Interests") held by the other stockholders in BA-US (the "BA-US Minority
Stockholders").
The purpose of this letter is to confirm your discussions with Philippe Bacou in
which he agreed on our behalf that in the negotiation process with prospective
bidders, we will request that any bids presented shall clearly indicate the
following:
i. The value per share being attributed in good faith to the
BA-US Majority Shares (the "Per Share BA-US Majority Price"),
excluding liabilities or potential liabilities of BA-FR
associated with its ownership of the BA-US Majority Shares and
ii. An undertaking by the bidder to purchase all of the BA-US
Minority Interests together with the price per share at which
they would effect such purchase (the "Per Share BA-US Minority
Price").
Further, this will confirm that we will not accept any offer, or vote as
directors or stockholders of BA-FR to cause BA-FR to accept any offer, unless
(i) the bidder has offered to purchase both our interests in EHB and BA-FR and
the BA-US Minority Interests and (ii) the offer states substantially similar
terms for the purchase of the BA-US Majority Shares and the BA-US Minority
Interests. In this regard, we understand that "substantially similar terms"
would require, inter alia, that the Per Share BA-US Minority Price will be equal
to the Per Share BA-US Majority Price, and the offers for our interests in EHB
and BA-FR will be required to state a comparable form of consideration as that
which is offered for the BA-US Minority Interests.
We understand that the Oversight Committee of the Board of Directors of BA-US
will have an obligation to make a judgment concerning the fairness of the Per
Share BA-US Minority Price, and that they will retain an investment banking firm
of their choice ("Advisor") to advise them on such matter. We further understand
that all investment banking fees, legal fees and other expenses incurred by the
Oversight Committee will be paid by BA-US.
In recognition of the obligations of the Oversight Committee and in order to
facilitate the Offering process, we confirm that, if we decide to sell our
interests in EHB and BA-FR, then we will accept an offer that contains a Per
Share BA-US Minority Price which will support a written opinion by the Advisor
to the Oversight Committee that such offer is fair from a financial point of
view without the application of any discount for minority interest. If none of
the offers contain a Per Share BA-US Minority Price which will support such a
written opinion, then we will accept an offer that contains a Per Share BA-US
Minority Price which will support a written opinion by the Advisor to the
Oversight Committee that such offer is fair from a financial point of view. If
none of the offers contain a Per Share BA-US Minority Price which will support
either such written opinion, then, if we decide to sell our interests, we
expressly reserve the right to accept any of the offers that we may receive for
our interests in EHB and BA-FR, understanding that it is unlikely that the
Oversight Committee would recommend to the BA-US Minority Stockholders that they
participate in such a transaction. Within the framework created by this
paragraph, you understand that there may be several competing offers which state
different Per Share BA-US Minority Prices, and we wish to confirm that we have
reserved the right within this framework to take into account each bidder's
plans for the various constituencies of BA-FR and BA-US, including their
employees.
We understand that BA-US has agreed that the investment banking fees and
expenses due to Deutsche Bank from BA-US and the undersigned pursuant to our
respective engagement letters and any indemnity obligations therein shall be
apportioned between BA-US and the undersigned on the same basis as the
allocation of value between BA-US and BA-FR. For this purpose, the value of
BA-US shall be the product of the Per Share BA-US Minority Price and the sum of
the total number of shares of BA-US issued and outstanding at the date of
closing of any transaction and the number of all shares issuable pursuant to
stock options which are vested and exercisable at such date; and the value of
BA-FR shall be determined as the total consideration payable for all ownership
interests in BA-FR less the value of its interest in BA-US (determined as the
product of the number of shares of BA-US held by BA-FR at the closing date and
the Per Share BA-US Minority Price). In the absence of a transaction,
apportionment shall be on the basis of the relative EBITDA of BA-US and BA-FR
(determined without consolidating the results of BA-US) for the year ended
December 31, 1999.
We consider the matters set forth in this agreement to be our binding obligation
as well as the binding obligation of any successors in ownership to our stock in
EHB and BA-FR, and we confirm that in the event that any of us shall transfer
any of our stock of EHB or BA-FR, he or she shall obligate our transferee(s) to
enter into a similar agreement with BA-US. We agree that the undertakings
contained herein shall continue until June 30, 2001 or to such earlier date as
we may abandon our efforts to seek a buyer for our interests in EHB and BA-FR;
provided, however, that the undertakings set forth in the preceding paragraph
shall continue in full force and effect in respect of any indemnity obligations
of BA-US and us referenced in such paragraph which result from any claim,
litigation or proceedings initiated on or prior to June 30, 2002.
We understand that you have made a public announcement of our intent to seek a
buyer or implement other strategic alternatives pursuant to a press release on
July 10, 2000 and that you will make another public announcement concerning the
engagement of Deutsche Bank and the execution of this agreement. We consent to
such public disclosure as well as the filing of this agreement with appropriate
regulatory authorities.
Please acknowledge and confirm the agreement of BA-US to the matters set forth
herein by signing and returning a copy of this letter to Philippe Bacou as our
representative.
Sincerely yours,
/s/ Jacqueline Maggi Bacou /s/ Philippe Bacou
------------------------------- -----------------------------
Jacqueline Maggi Bacou Philippe Bacou
/s/ Christophe Bacou /s/ Veronique Mirabel
------------------------------ ------------------------------
Christophe Bacou Veronique Mirabel
cc: Walter Stepan, Co-Chairman of Bacou USA, Inc.
Board of Directors of Bacou USA, Inc.
The foregoing agreement is acknowledged and confirmed this 13th day of July,
2000 by and on behalf of Bacou USA, Inc. by its duly authorized President and
Chief Executive Officer.
/s/ Philip B. Barr
------------------------------
Philip B. Barr
