EXHIBIT 2(c)
First Amendment to that certain Stock Purchase Agreement (the "Agreement") dated
April 14, 1997 by and among BACOU S.A. and Xxxxxxx Xxxxxx, Pierre Xxxxx Xxxxxx,
Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx and the other sellers, parties hereto, with
respect to all of the Outstanding Capital Stock of COMASEC INTERNATIONAL S.A.
Preamble
Whereas, the parties to the Agreement wish to confirm certain clarifications and
modifications to the terms thereof;
NOW, THEREFORE, the parties hereto have agreed as follows:
Article 1. Recapitalization of Interspiro AB
Because of Swedish corporate regulations relating to companies with a negative
shareholders' equity, Interspiro AB had to be recapitalized in an amount of SK
25 million by transforming an intercompany payable to Interspiro Holdings, Inc.
into capital. This decision, which represents a breach of the Sellers'
obligation to operate the Purchased Subsidiaries in the ordinary course, was not
notified to the Buyer. The Buyer hereby consents to this decision and waives any
claims against the Sellers as a result thereof.
Article 2. SBC and STM
The parties have agreed to deal with the status of STM and SBC in accordance
with the terms of the letter attached hereto as Appendix 1.
Article 3. Interspiro Holding Inc.
The parties agree to amend the definition of Divested Interspiro Subsidiaries by
including Interspiro Holding Inc. Concurrently with the sale of this company the
parties agree that its paid-in capital will be increased in accordance with the
terms of Appendix 2 hereto. After this capital increase it is expected that the
shareholders' equity of Interspiro Holding Inc. shall be approximately zero; the
addition of this company among the Interspiro Divested Subsidiaries will thus be
for one Thousand Francs (FF 1,000).
Article 4. Certain Glove Divested Subsidiaries
The parties acknowledge that Comasec GmbH, Comasec NV and Comasec Spa which form
part of the Glove Divested Subsidiaries may not be completely conveyed out of
the Combined Group before the Closing. The Sellers' undertake to indemnify and
to hold harmless the Buyer and its Affiliates for any costs, expenses or
liabilities arising out of the ownership or operation of these entities in the
post-Closing period. The Sellers also undertake to take all necessary action to
consummate the conveyance of these entities as quickly as possible. The Buyer
shall cause its Affiliates to provide all reasonable assistance to this end.
Article 5. Incomplete and Up-dated Disclosure Schedules
Appendix 4 contains Schedules which were left incomplete at the signature of the
Agreement. Appendix 4 also contains the information necessary to up-date certain
Schedules to the Agreement in order to make them true and complete at the
Closing.
Article 6. Bank Guarantees of the Company
As of the date hereof, the Company has an outstanding guarantee in favor of
Banque Paribas in an amount of FF 13 million. This guarantee supports loans
advanced by Paribas to Comasec S.A. The Sellers undertake to reimburse, by close
of business on May 30, 1997, to Paribas the amount of the outstanding advances
of approximately FF 8.3 million. The Sellers further undertake (i) to cause
Comasec not to make any further drawings in connection with the Paribas
guarantee and (ii) to deliver the cancelled guarantee to the Buyer no later than
June 7, 1997.
Article 7. Shares of Comasec Holdings, Inc.
The opinion of Alter and Sherwood, LLC delivered at the Closing pursuant to
Section 6.2(c) of the Agreement varies from the form of opinion set forth as
Exhibit B to the Agreement due to the omission of four share certificate
cancellations in the stock ledger of Comasec Holdings, Inc. The cancellation of
1,250 shares of class B Common non-voting Stock represented by Certificate Nos.
X-000, X-000, X-000 and B-104 originally issued to Xxxxxx X. Xxxxxxx (the
"Missing Certificates") is established by certain documentary evidence which the
Sellers will provide to the Buyer. The Sellers' undertake to indemnify and to
hold harmless the Buyer and its Affiliates for any costs, expenses or
liabilities arising out of any claim by any Person or Governmental Entity which
is based upon the status of the Missing Certificates.
Article 8. Bank Accounts
Sellers provided to Buyer a list of bank accounts on May 29, 1997 pursuant to
Section 5.6 of the Agreement. Considering the administrative requirements
necessary to effect changes in the signatories for such accounts, Sellers agree
as follows: (1) to cooperate with Buyer and to execute all necessary
documentation to effect fully any changes desired by Buyer in the persons
authorized as signatories thereon or to act or deal in connection therewith; (2)
to cease, and to cause all other signatories (other than officers of or those in
the employ of Buyer, the Company or the Purchased Subsidiaries after the date
hereof ("Permitted Signatories")) to cease to sign, act or otherwise deal with
all such accounts or safe deposit boxes on and after the date hereof; and (3) to
indemnify and to hold harmless the Buyer and its Affiliates for any amounts
drawn by persons other than Permitted Signatories.
Article 9. U.S. Tax Group, Taxes for Period Ending May 30, 1997; Intercompany
Obligations for Taxes; Shareholder Obligation for Taxes; Calculation of Net
Financial Indebtedness
Upon consummation of the sale of CISA shares by the Sellers to the Buyer, the
tax year of the U.S. Tax Group (consisting of CHINC, Comasec, Inc., Survivair,
Inc., Interspiro Holdings, Inc. and Interspiro, Inc.) will end, requiring the
filing of a final U.S. tax return for the US Tax Group and payment of any taxes
owed (taking into account the final amount of tax due and any prior estimated
tax payments).
An amount of U.S. tax has been accrued on the books of each of the members of
the U.S. Tax Group, resulting in intercompany accounts payable and receivable
for taxes. Such amounts, if settled at the closing date in the manner of other
intercompany account payable and receivable, would have changed the amount of
cash at CHINC and would have increased the price to be paid by Buyer to the
Sellers. Upon payment of the taxes for the period ended May 30, 1997, CHINC
would have received reimbursement from the Sellers for such amount.
In lieu of the parties treating such accounts receivable and payable as cash,
increasing the purchase price and reimbursing the taxes payable, such accounts
receivable and payable shall not be treated as cash for purposes of the
calculation of Net Financing Indebtedness and the purchase price to be paid by
Buyer shall not be increased to reflect such amounts; provided, however, that
each of Comasec, Inc., Interspiro Holdings, Inc. and Interspiro, Inc. shall
remit to CHINC their share of the taxes payable by the U.S. Tax Group and the
Shareholders shall remit to CHINC the balance of any taxes payable by the U.S.
Tax Group, in each case not later than June 16, 1997, or, if later, two business
days following the calculation of the amount of taxes payable by the U.S. Tax
Group for the period January 1, 1997 to May 30, 1997.
Article 10. Miscellaneous
The signature of this First Amendment by the persons listed as "Sellers" below
who have not executed the Agreement shall be deemed as signature by them of the
Agreement as contemplated by Section 5.17 thereof.
Capitalized terms used herein without definition shall have the meaning given to
them by the corresponding definition in the Agreement.
Except as specifically amended hereby, the terms and conditions of the Agreement
shall continue in full force and effect and shall apply to this First Amendment,
which shall be deemed to be one of the Purchase Documents.
It is further provided that the above shall in no way limit or alter the
representations and warranties made by the Sellers in the Agreement and that the
Buyer shall be indemnified pursuant to Article VIII of the Agreement in case of
a breach of the said representations and warranties.
IN WITNESS WHEREOF, the parties hereto have executed this document on May 30,
1997, in two (2) original copies.
Buyer:
BACOU S.A.
/s/ Philippe Bacou
----------------------------
By Philippe Bacou
Chairman
Sellers:
FRADEN SC
/s/ Xxxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx by Xxxxxxx Xxxxxx
Manager
FINANCIERE de VIGAN SC
/s/ Pierre-Xxxxx Xxxxxx /s/ Pierre-Xxxxx Xxxxxx
----------------------------- ---------------------------
Pierre-Xxxxx Xxxxxx by Pierre-Xxxxx Xxxxxx
HELP FINANCE SC
/s/ Xxxxxxxx Xxxxxx /s/ Xxxxxxxx Xxxxxx
----------------------------- ---------------------------
Xxxxxxxx Xxxxxx by Xxxxxxxx Xxxxxx
Manager
PACLAU SC
/s/ Xxxxxx-Xxxxxx Xxxxxx /s/ Xxxxxx-Xxxxxx Xxxxxx
----------------------------- ---------------------------
Xxxxxx-Xxxxxx Xxxxxx Xxxxxx-Xxxxxx Xxxxxx
Manager
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
