EXHIBIT 2(a)(iv)
AMENDMENT NO. 4
Dated as of October 15, 1998
to
TRANSACTION AGREEMENT
Dated as of May 10, 1998
By and Between
THE BLACK & XXXXXX CORPORATION
and
WINDMERE-DURABLE HOLDINGS, INC.
AMENDMENT NO. 4 TO TRANSACTION AGREEMENT
This Amendment No. 4 to Transaction Agreement (this "Amendment") is
made as of the 15th day of October 1998, by and between The Black & Xxxxxx
Corporation, a Maryland corporation ("Seller"), and Windmere-Durable Holdings,
Inc., a Florida corporation ("Buyer").
WITNESSETH
WHEREAS, Seller and Buyer have entered into a Transaction Agreement
dated as of May 10, 1998, as amended by Amendment No. 1 to Transaction Agreement
dated as of June 26, 1998, a letter agreement dated as of July 23, 1998, and
Amendment No. 3 to Transaction Agreement dated as of September 23, 1998 (as
amended, the "Agreement"), pursuant to which Seller transferred and caused the
Affiliated Transferors to transfer substantially all of the assets held, owned
by or used to conduct the HPG Business, and assigned certain liabilities
associated with the HPG Business, to Buyer or Buyer Companies designated by
Buyer, and Buyer received and caused such designated Buyer Companies to receive
such assets and assume such liabilities upon the terms and subject to the
conditions set forth in the Agreement; and
WHEREAS, Seller and Buyer desire to further amend the Agreement in
accordance with the terms of this Amendment;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties contained herein, the parties agree as follows:
Section 1. Capitalized terms used but not defined herein have the
meanings given to them in the Agreement.
Section 2. The second sentence of Section 5.06(d) of the Agreement is
deleted in its entirety and the following sentence is inserted in its place and
stead.
"Notwithstanding any provisions of this Section 5.06 to the
contrary, Seller Companies shall not be deemed to be in
violation of this Section 5.06 to the extent that, following the
Closing, Seller Companies sell (i) Cleaning and Lighting
Products in any of the Designated Countries, (ii) corded or
cordless vacuums (and any related accessories or attachments) in
any of the Designated Countries (other than Chile), (iii) corded
Dustbuster and Floor buster vacuums (and any related accessories
or attachments) in Chile, (iv) hair dryers ( and any related
accessories or attachments) in any of the Designated Countries
other than Mexico, Central America, South America (other than
Brazil) and the Caribbean or (v) any Excess Products that Buyer
Companies do not purchase pursuant to the right of first refusal
contemplated by the Manufacturing Agreement."
Section 3. The definition of "Cleaning and Lighting Products" set forth
in the Agreement is deleted in its entirety and the following is inserted in its
place and stead:
"Cleaning and Lighting Products" means hand held
vacuums, upright floor vacuums, floor polishers, battery powered
bathroom and outdoor cleaners sold under the Scumbuster(R) name,
flexible flashlights, flexible lanterns, leashlights and
rechargeable lights, together in each case with any related
accessories or attachments, but excluding (i) corded canister
and corded upright floor vacuums sold in Chile and related
accessories or attachments, and (ii) floor polishers sold in
Mexico, Central American, South American (other than Brazil) and
the Caribbean and any related accessories or attachments."
Section 4. The definition of "Designated Products" set forth in the
Agreement is deleted in its entirety and the following is inserted in its place
and stead:
"Designated Products" means coffeemakers, espresso makers,
cappuccino makers, coffee xxxxx, toasters, toaster ovens
(including those with convection features), steamers, rice
cookers, choppers, can openers, mixers, food processors, irons,
breadmakers, skillets, electric WOKs, electric griddles, slow
cookers, electric knives, blenders, juicers, juicers, grills,
kettles and wafflebaker, as well as floor polishers, hair dryers
and corded canister and corded upright floor vacuums sold in
Mexico, Central America, South America (other than Brazil) and
the Caribbean, together in each case with any related
accessories or attachments, and all products in the foregoing
categories under development in the HPG Business as of the
Closing Date or that have been under development in the HPG
Business at any time during the year prior to the Closing Date,
but excluding step stools, Cleaning and Lighting Products, shop,
construction and similar vacuums, and VersaPak(R) rechargeable
battery packs and chargers, together in each case with related
accessories or attachments. It is expressly understood and
agreed that floor polishers, hair dryers and corded canister and
corded upright floor vacuums (and any related accessories or
attachments) shall only be "Designated Products" to be the
extent and only to the extent sold in Mexico, Central America,
South America (other than Brazil) and the Caribbean."
IN WITNESS WHEREOF, the parties hereto caused this Amendment to be duly
executed by their respective authorized officers on the day and year first above
written.
THE BLACK & XXXXXX CORPORATION
By/S/XXXXXXX XXXXXX
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WINDMERE-DURABLE-HOLDINGS, INC.
By/S/XXXXX X. XXXXXXX
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