EXHIBIT 2.2
AMENDMENT NO. 1
TO THE PURCHASE AGREEMENT
This AMENDMENT NO. 1 TO THE PURCHASE AGREEMENT (this
"Amendment") is dated as of September 29, 2003.
WHEREAS Remington Products Company, L.L.C., a Delaware limited
liability company (the "Company"), Vestar Equity Partners, L.P., a Delaware
limited partnership, Investors/RP, L.L.C., a Delaware limited liability company,
RPI Corp., a Delaware corporation, Vestar Xxxxxx Corp., a Delaware corporation,
Vestar Razor Corp., a Delaware corporation, and Rayovac Corporation, a Wisconsin
corporation, are parties to that certain Purchase Agreement, dated as of August
21, 2003 (the "Purchase Agreement") pursuant to which ROV has agreed to
purchase, directly or indirectly, 100% of the outstanding membership interests
of the Company.
NOW, THEREFORE, in consideration of the mutual agreements
contained herein, the parties hereto agree as follows:
1. Amendments to the Purchase Agreement. Pursuant to Section
9.4 of the Purchase Agreement, the Purchase Agreement is hereby amended as
follows:
(a) the word "instrument" in Section 9.1 is hereby deleted and
replaced with the word "certificate."
2. Miscellaneous.
(a) This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original and all of which,
when taken together, shall constitute one and the same instrument.
(b) This Amendment shall be governed by and construed in
accordance with the internal laws of the State of New York, without reference to
the choice of law or conflicts of law principles thereof.
(c) Except as amended hereby, the Purchase Agreement shall
remain in full force and effect.
********
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date and year first above written.
REMINGTON PRODUCTS COMPANY, L.L.C.
By: /s/ Xxxxxxxxx X. Xxxxxxxx
----------------------------
Name:
Title:
VESTAR EQUITY PARTNERS, L.P.
By: /s/ Xxxxxx X. Xxxxx
---------------------------
Name:
Title:
RPI CORP.
By: /s/ Xxxxxx X. Xxxx III
---------------------------
Name: Xxxxxx X. Xxxx III
Title: President
INVESTORS/RP, L.L.C.
By: /s/ Xxxxxx X. Xxxxx
-----------------------------
Name:
Title:
RAYOVAC CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Name:
Title:
VESTAR XXXXXX CORP.
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Treasurer
VESTAR RAZOR CORP.
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Treasurer
(SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE PURCHASE AGREEMENT)
