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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 ("Purchaser"), Sunshine Acquisition, Inc., a newly
formed New York corporation and a wholly owned Subsidiary of Purchaser
("Acquisition Sub"), and Serengeti Eyewear, Inc., a New York corporation (the
"Company").
WHEREAS, Purchaser, Acquisition Sub and the Company are parties to that
certain Agreement and Plan of Merger, dated as of July 14, 2000, as amended by
that certain First Amendment to Agreement and Plan of Merger, dated as of August
10, 2000 (as amended, the "Merger Agreement");
WHEREAS, Purchaser, Acquisition Sub and the Company desire to amend the
Merger Agreement as set forth herein; and
NOW, THEREFORE, in consideration of the premises and the representations,
warranties, covenants and agreements herein contained, and intending to be
legally bound hereby, Purchaser, Acquisition Sub and the Company hereby agree as
follows:
1. The first sentence of the second to last full paragraph of Annex A to
the Merger Agreement is amended and restated to read in its entirety as follows:
"The foregoing conditions are for the benefit of Purchaser and Acquisition Sub
and may, subject to the terms and conditions of the Merger Agreement, be waived
by Purchaser and Acquisition Sub in whole or in part at any time and from time
to time prior to the expiration of the Offer."
2. Upon the effectiveness of this Amendment, each reference in the Merger
Agreement to "this Agreement", "hereunder", "hereof", "herein", or words of like
import shall mean and be a reference to the Merger Agreement as amended hereby,
and each reference to the Merger Agreement in any other document, instrument or
agreement shall mean and be a reference to the Merger Agreement as amended
hereby.
3. Except as specifically amended hereby, the Merger Agreement shall
remain in full force and effect and is hereby ratified and confirmed.
4. This Amendment may be executed in counterparts, each of which will be
deemed to be an original and both of which together will be deemed to constitute
but one and the same instrument.
5. This Amendment shall be governed by and construed in accordance with
the laws of the State of New York, without regard to the principles of conflicts
of law thereof.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
to be duly executed on its behalf as of the day and year first above written.
SERENGETI EYEWEAR, INC.
By: /s/ Stephen Nevitt
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Name: Stephen Nevitt
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Title: President
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WORLDWIDE SPORTS AND RECREATION, INC.
By: /s/ B. Joseph Messner
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Name: B. Joseph Messner
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Title: President and CEO
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SUNSHINE ACQUISITION, INC.
By: /s/ John E. Bentley
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Name: John E. Bentley
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Title: Vice President
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