MJB - BMC Agreement & Temporary Waiver





AGREEMENT AND TEMPORARY WAIVER


   
THIS AGREEMENT
AND TEMPORARY WAIVER (this "Waiver"), dated as of June 30,
2003, is by and among BMC Industries, Inc., a Minnesota corporation ("Borrower"),
the several banks and other financial institutions set forth on the signature
pages hereto in their capacities as lenders under the Credit Agreement (as
defined below), DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly named Bankers
Trust Company), as Agent for the Lenders (in such capacity, the "Agent")
and as a Lender, and Bank One, NA, as Documentation Agent and a Lender.



W I T N E S S
E T H :


    WHEREAS, Borrower, Lenders and Agent are
parties to that certain Third Amended and Restated Credit Agreement dated as of
September 27, 2002 (as amended, restated, supplemented or otherwise modified
and in effect from time to time, the "Credit Agreement"),
pursuant to which Lenders have provided to Borrower credit facilities and other
financial accommodations; and


    WHEREAS, Borrower has requested that Agent and
Lenders temporarily waive certain Unmatured Events of Default and Events of
Default that exist under the Credit Agreement as set forth herein and Lenders
and Agent are agreeable to the same, subject to the terms and conditions
hereof.


    NOW, THEREFORE, in consideration of the
premises and of the mutual covenants contained herein, and other good and
valuable consideration the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:


    1.               

Defined Terms. 
Terms capitalized herein and not otherwise defined herein are used with
the meanings ascribed to such terms in the Credit Agreement.  


    2.              

Temporary Waiver.  (a)  Subject to the
conditions set forth in Section 7 hereof, Agent and Lenders hereby
(i) temporarily waive during the Waiver Period (as defined below) any
Event of Default or Unmatured Event of Default under Section 9.1 of the
Credit Agreement arising out of the Borrower's failure (A) to make the
Scheduled Term A Repayment and Scheduled Term B Repayment due June 30, 2003,
(B) to make the payment required by Section 3.2(d) of the Credit
Agreement on July 1, 2003, (C) to comply with Sections 8.1(a), (b) and (c) of
the Credit Agreement for the fiscal quarter of Borrower ended June 30, 2003,
and (D) to comply with Sections 7.4, 7.5, 8.4, 8.6 and 8.7 solely with respect
to Buckbee-Mears Deutschland Holding GmbH & Co. KG and its wholly-owned
subsidiaries, Buckbee-Mears Europe GmbH and Vision-Ease Deutschland GmbH (each
of the matters in clauses (A), (B) (C) and (D) being, the "Disclosed
Defaults") and (ii) temporarily waive during the Waiver Period
the application of the Default Rate with respect to the Disclosed
Defaults.                                                                                                                                       
 



            For purposes of this Waiver, "Waiver
Period" means the period commencing on the Effective Date and
terminating on the earliest of (a) July 15, 2003; and (b) the occurrence of an
Additional Default (as defined below) under the Loan Documents.   

                        (b)       Upon the termination of the Waiver Period
as provided above, Agent and Lenders shall be fully entitled to exercise any
rights or remedies they may have under the Credit Agreement, the Loan Documents
or applicable law.  Nothing herein shall
limit or restrict in any way the rights and remedies of Agent or any Lender
with respect to any Unmatured Event of Default or Event of Default (including
any breach by the Borrower of any covenant contained in Section 4 of
this Agreement) other than a Disclosed Default (collectively, the "Additional
Defaults" and, individually, each an "Additional Default").


                        (c)       Notwithstanding the waiver of the
Disclosed Defaults pursuant to this Agreement and Temporary Waiver or anything
in the Credit Agreement to the contrary, the Borrower hereby acknowledges and
agrees that during the Waiver Period no Revolving Lender shall be obligated to
make Revolving Loans pursuant to the terms and conditions of the Credit
Agreement.


                        (d)       BORROWER EXPRESSLY ACKNOWLEDGES AND
AGREES THAT THE WAIVERS SET FORTH IN THIS SECTION 2 ARE EFFECTIVE ONLY
DURING THE WAIVER PERIOD AND THAT, AFTER THE TERMINATION OF THE WAIVER PERIOD,
THE CREDIT AGREEMENT WILL BE IN MATERIAL DEFAULT AND AGENT AND LENDERS WILL BE
FULLY ENTITLED IMMEDIATELY TO EXERCISE THEIR RIGHTS AND REMEDIES UNDER THE
CREDIT AGREEMENT, THE LOAN DOCUMENTS OR APPLICABLE LAW WITHOUT REGARD TO ANY
MATTERS TRANSPIRING DURING THE WAIVER PERIOD OR THE FINANCIAL CONDITION OR
PROSPECTS OF  BORROWER AND ITS
SUBSIDIARIES.  BORROWER UNDERSTANDS THAT
AGENT AND LENDERS ARE EXPRESSLY RELYING ON THE TERMS OF THIS SECTION 2(d)
AND WOULD NOT HAVE ENTERED INTO THIS WAIVER BUT FOR BORROWER'S ACKNOWLEDGMENT
AND AGREEMENT IN THIS SECTION 2(d).


    3.              

Other Agreements of the Parties.  Each of the Agent, the Lenders and the
Borrower hereby agree that until such time as the Required Lenders otherwise
consent in writing, the Borrower shall only be entitled to elect Interest
Periods of up to one month for any Notice of Borrowing or Notice of Conversion
or Continuation with respect to Eurodollar Loans.    4.Covenants of the Borrower.  The Borrower hereby further covenants and
agrees that it will (and that its failure to do so will be deemed an immediate
Event of Default under the Credit Agreement and an Additional Default
hereunder):



            (a)       no later than July 10, 2003, hire a
financial advisor, which person shall be reasonably satisfactory to Agent and
the Lenders;


            (b)       provide to the Agent by 12:00 p.m.
(Chicago time) July 3, 2003, a budget for the Waiver Period and a cash flow
forecast acceptable to the Agent and the Lenders in the form and detail
currently provided to Alvarez & Marsal, Inc.; and


            (c)       pay promptly upon invoice thereof the
fees and expenses of counsel, advisors, consultants and other Persons retained
by the Agent (or such Persons) in connection with the proposed restructuring of
the Borrower, including, without limitation, the fees and expenses of Winston
& Strawn, counsel to the Agent, and Alvarez and Marsal, Inc.


    5.              

Representations and Warranties.  In order to induce Agent and Lenders to
enter into this Waiver, Borrower hereby represents and warrants to Agent and
Lenders, in each case after giving effect to this Waiver, as follows:            (a)    Borrower has the right, power and capacity and has been duly
authorized and empowered by all requisite corporate and shareholder action to
enter into, execute, deliver and perform this Waiver and all agreements, documents
and instruments executed and delivered pursuant to this Waiver.



            (b)    This Waiver constitutes Borrower's legal, valid and binding
obligation, enforceable against it, except as enforcement thereof may be
subject to the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally and general
principles of equity (regardless of whether such enforcement is sought in a
proceeding in equity or at law or otherwise).            (c)    The representations and warranties contained in the Credit
Agreement and the other Loan Documents are true and correct in all material
respects at and as of the Effective Date as though made on and as of the
Effective Date (except to the extent specifically made with regard to a particular
date, in which case such representation and warranty is true and correct in all
material respects as of such earlier date).



            (d)    Borrower's execution, delivery and performance of this Waiver
do not and will not violate its Articles or Certificate of Incorporation or
By-laws, any law, rule, regulation, order, writ, judgment, decree or award
applicable to it or any contractual provision (except as otherwise expressly
waived hereby) to which it is a party or to which it or any of its property is
subject.            (e)    No authorization or approval or other action by, and no notice
to or filing or registration with, any governmental authority or regulatory
body (other than those which have been obtained and are in force and effect) is
required in connection with the execution, delivery and performance by Borrower
or any other Credit Party of this Waiver and all agreements, documents and
instruments executed and delivered pursuant to this Waiver.




            (f)    Other than the Disclosed Defaults, no Event of Default or
Unmatured Event of Default exists under the Credit Agreement.    


     6.    Conditions to Effectiveness of Waiver. This
Waiver shall become effective on the date (the "Effective Date")
each of the following conditions precedent is satisfied:




            (a)    Execution and Delivery of Waiver. Borrower, Agent and
each Lender shall have executed and delivered this Waiver to the Agent.


            (b)    Execution and Delivery of Loan Documents.  Agent shall have received each of the
following documents, all of which shall be satisfactory in form and substance
to Agent and its counsel:



                    (1)    A certificate of a Responsible Officer of Borrower in the form
of Exhibit A attached hereto;                    (2)    A Reaffirmation of Guaranty executed by a Responsible Officer
of each Subsidiary Guarantor in the form of Exhibit B attached
hereto.   




            (c)    Representations and Warranties.  The representations and warranties of the
Borrower and the other Credit Parties contained in this Waiver, the Credit
Agreement and the other Loan Documents shall be true and correct in all
material respects as of the Effective Date, with the same effect as though made
on such date, except to the extent that any such representation or warranty
relates to an earlier date, in which case such representation or warranty shall
be true and correct in all material respects as of such earlier date.


            (d)   

No Defaults. Other than the Disclosed Defaults, no
Unmatured Event of Default or Event of Default under the Credit Agreement shall
have occurred and be continuing.




            (e)    

Fees and Expenses. 
The Borrower shall have paid (i) to Agent on behalf of each Lender
the Waiver Fee due and owing to such Lender and (ii) all other fees and
expenses then due and owing by the Borrower to each of Winston & Strawn,
counsel to the Agent and Alvarez & Marsal, Inc., advisor to Winston &
Strawn.    7.              

Miscellaneous. The parties hereto hereby further
agree as follows:




            (a)    Costs, Expenses and Taxes.  Borrower hereby agrees to pay all reasonable fees, costs and
expenses of Agent incurred in connection with the negotiation, preparation and
execution of this Waiver and the transactions contemplated hereby, including,
without limitation, the reasonable fees and expenses of Winston & Strawn,
counsel to Agent.


            (b)   

Counterparts. 
This Waiver may be executed in one or more counterparts any of which may
be a facsimile, each of which, when executed and delivered, shall be deemed to
be an original and all of which counterparts, taken together, shall constitute
but one and the same document with the same force and effect as if the
signatures of all of the parties were on a single counterpart, and it shall not
be necessary in making proof of this Waiver to produce more than one (1) such
counterpart.




            (c)    Headings. 
Headings used in this Waiver are for convenience of reference only and
shall not affect the construction of this Waiver.


            (d)    Integration. 
This Waiver and the Credit Agreement (as modified hereby) constitute the
entire agreement among the parties hereto with respect to the subject matter
hereof.




            (e)    Governing Law. 
THIS WAIVER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK
(WITHOUT REFERENCE TO CONFLICT OF LAWS PRINCIPLES).


            (f)    Binding Effect. 
This Waiver shall be binding upon and inure to the benefit of and be
enforceable by Borrower, Agent and Lenders and their  respective successors and assigns.  Except as expressly set forth to the contrary herein, this Waiver
shall not be construed so as to confer any right or benefit upon any Person
other than Borrower, Agent and the Lenders and their respective successors and
permitted assigns.




            (g)    Waiver.  The
parties hereto agree and acknowledge that nothing contained in this Waiver in
any manner or respect limits or terminates any of the provisions of the Credit
Agreement or any of the other Loan Documents other than as expressly set forth
herein and further agree and acknowledge that the Credit Agreement and each of
the other Loan Documents remain and continue in full force and effect and are
hereby ratified and confirmed.  Except
to the extent expressly set forth herein, the execution, delivery and
effectiveness of this Waiver shall not operate as a waiver of any rights, power
or remedy of Lenders or Agent under the Credit Agreement or any other Loan
Document, nor constitute a waiver of any provision of the Credit Agreement or
any other Loan Document.  No delay on the
part of any Lender or Agent in exercising any of their respective rights,
remedies, powers and privileges under the Credit Agreement or any of the Loan
Documents or partial or single exercise thereof, shall constitute a waiver
thereof.  Borrower acknowledges and
agrees that this Waiver constitutes a "Loan Document" for purposes of
the Credit Agreement, including, without limitation, Sections 9.1 and 11.1
of the Credit Agreement.  None of the
terms and conditions of this Waiver may be changed, waived, modified or varied
in any manner, whatsoever, except in accordance with Section 11.1 of the
Credit Agreement.

            (h)       Release of Claims.  Borrower hereby represents and warrants that
there are no liabilities, claims, suits, debts, losses, causes of action, demands,
rights, damages or costs, or expenses of any kind, character or nature
whatsoever, known or unknown, fixed or contingent (collectively, the "Claims"),
which Borrower may have or claim to have against Agent or any Lender, or any of
their respective affiliates, agents, employees, officers, directors,
representatives, attorneys, successors, or assigns (collectively, the "Lender
Released Parties"), which might arise out of or be connected with any act
of commission or omission of the Lender Released Parties existing or occurring
on or prior to the date of this Agreement, including without limitation any
Claims arising with respect to the Credit Agreement or any Loan Documents.  Borrower hereby releases, acquits, and forever
discharges the Lender Released Parties from any and all Claims that Borrower
may have or claim to have, relating to or arising out of or in connection with
the Credit Agreement or any Loan Documents or any other agreement or
transaction contemplated thereby or any action taken in connection therewith
from the beginning of time up to and including the date of the execution and
delivery of this Agreement.  Borrower
further agrees forever to refrain from commencing, instituting, or prosecuting
any lawsuit, action, or other proceeding against any Lender Released Parties
with respect to any and all Claims.


 



[Signature Page
Follows]











    IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be
executed by their respective officers thereunto duly authorized, as of the date
first written above.


BMC INDUSTRIES, INC.


By: 
/s/C. E. Petersen                                 


Name: 
C. E. Petersen            


Title:
Senior Vice President and Chief Financial Officer


 


 







DEUTSCHE BANK
TRUST COMPANY AMERICAS, in its individual capacity and as Agent


 


 


By:   /s/Clark
G. Peterson             


Name:
Clark G. Petersen


Title: 
Vice President







BANK ONE, NA (Main Office Chicago) 


individually as a
Lender and as documentation agent


 


By: 
/s/Henry W. Howe                



Name: 
Henry W. Howe



Title:  Assistant Vice President


 


 


WELLS
FARGO BANK MINNESOTA, NATIONAL ASSOCIATION (f/k/a Norwest Bank Minnesota,
National Association)


By:   /s/Scott
J. Manookin                     


Name: 
Scott J. Manookin  



Title: Vice President                                                              







HARRIS
TRUST AND SAVINGS BANK


By:  /s/Lawrence
A. Mizera         


Name: 
Lawrence A. Mizera                                                             




Title:Vice President                                                              







CREDIT
AGRICOLE INDOSUEZ


By:  /s/Leo
Von Reissig              



Name: 
Leo Von Reissig                                                             




Title:  Vice President                                                              



 


By:  /s/Frederik
W. Asse               



Name: 
Frederik W. Asse                                                             




Title:  Vice President                                                              







WACHOVIA
BANK, N.A.


By:  /s/Jason
Consoli                      


Name: Jason
Consoli                                                  



Title:  Vice President                                                  







UNION
BANK OF CALIFORNIA, N.A.


By:   /s/Jeffrey
Mumm                 



Name: 
Jeffrey Mumm                                                              



Title: Vice President






U.S.
BANK NATIONAL ASSOCIATION


By: 
/s/David Y. Kopolow        


Name:  David
Y. Kopolow                                                            



Title: Vice President                                                             



 



 













 


 



EXHIBIT A



CERTIFICATE OF OFFICER


 


I, the undersigned, Chief Financial Officer
and Secretary of BMC Industries, Inc., a Minnesota corporation (the "Borrower"),
in accordance with Section 6(b) of that certain Temporary Waiver dated
as of June 30, 2003 (the "Agreement") among  the Borrower, Deutsche Bank Trust Company
Americas, as Agent and the financial institutions party to the Credit Agreement
(as defined in the Agreement), do hereby certify on behalf of Borrower, the
following:



1.         The representations and warranties set
forth in Section 5 of the Agreement are true and correct in all material
respects as of the date hereof except to the extent such representations and
warranties are expressly made as of a specified date in which event such
representations and warranties were true and correct in all material respects
as of such specified date;



2.         Other than the Disclosed Defaults, no
Event of Default or Unmatured Event of Default has occurred and is continuing;
and



3.         The conditions of Section 6 of
the Agreement have been fully satisfied.


Unless otherwise defined herein, capitalized
terms used herein shall have the meanings set forth in the Agreement.  



[signature page
follows]











IN WITNESS WHEREOF,
the undersigned has duly executed and delivered on behalf of Borrower this
Certificate of Officer on this 30th day of June, 2003.


	
   

  	
  
  BMC INDUSTRIES, INC.

   

   

  
  By:    /s/Curtis E. Petersen                            
  

  
  Name: Curtis E. Petersen                                  
  

  
  Title: Senior Vice President and Chief Financial
  Officer  

   

   

   

  














 










EXHIBIT B



REAFFIRMATION OF GUARANTY


Each of the undersigned acknowledges receipt
of a copy of the Temporary Waiver (the "Agreement";
capitalized terms used herein shall, unless otherwise defined herein, have the
meanings provided in the Agreement) dated as of June 30, 2003, by and among BMC
Industries, Inc., a Minnesota corporation, the financial institutions party to
the Credit Agreement (as defined in the Agreement) as Lenders, Deutsche Bank
Trust Company Americas, as Agent, and consents to such Agreement and each of
the transactions referenced in the Agreement and hereby reaffirms its
obligations under the Subsidiary Guarantee Agreement.


Dated as of June 30, 2003.



VISION-EASE
LENS, INC.,



                                                                        as
Guarantor


 


 


 



                                                                        By:   /s/C.
E. Petersen                                  



                                                                        Name: C.E.
Petersen                                                         




                                                                        Title:
Vice President


 


 



VISION-EASE
LENS AZUSA, INC.,



                                                                        as
Guarantor


 



                                                                        By:    /s/C.E.
Petersen                                   



                                                                        Name: 
C.E. Petersen



                                                                        Title:                                                            



 



 



VISION-EASE
LENS AZUSA, LLC,



                                                                        as
Guarantor


 


 



                                                                        By:    /s/C.E.
Petersen                                  



                                                                        Name: 
C.E. Petersen                                                          




                                                                        Title: 
Vice President of Member Organization