EXHIBIT 2.2
No. 124 of the Notarial Records Register for 2002
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Public Deed
Amendment Agreement
concerning
the share purchase agreement relating to the share in Siteco Holding GmbH dated
August 2, 2002 (No. 93 of the Notarial Records' Register of the notary public
Xxxxxx Xxxxxxxxxxxxxxx in Zug, Switzerland) (the "Share Purchase Agreement")
between
1. JUSI Holdings Inc., having its business address at 000 Xxxxxxxx Xxxxxx,
Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00 000-0000, a company organized under the
laws of the State of Delaware/USA,
2. U.S. Industries, Inc., having its business address at 000 X. Xxxxxxx
Xxxxx, Xxxxx 0000, Xxxx Xxxx Xxxxx, Xx. 00000, XXX, a company organized
under the laws of the State of Delaware/USA,
and
3. Siteco Beteiligungs GmbH & Co. KG, having its business address c/o Siteco
Holding GmbH, Xxxxxxxxxx 00, X - 00000 Xxxxxxxxx, a limited
partnership organized under German Laws and registered in the commercial
register of the local court in Traunstein under HRA 7850,
which are the only parties to the Share Purchase Agreement as well as to this
amendment agreement and hereinafter referred to collectively as the "Parties".
The Parties unanimously agree to amend, change or correct, as the case may be,
the following clauses of the Share Purchase Agreement to be read as follows
after the agreed respective amendment, change or correction:
1. Section 2.2:
"Ancillary Rights. The sale and transfer of the Share shall include any
ancillary rights appertaining thereto (Nebenrechte), including the rights
to any undistributed profits from any periods prior to the Closing Date
and the rights to dividends for the full fiscal year 2001/2002 and for the
time thereafter until the Closing Date."
2. Section 3.1.1, sentence 1:
"The purchase price for the Share shall be EUR 103,000,000 (in words Euro
one hundred three million) plus Cash as of March 30, 2002, i.e. EUR
7,771,000 (in words: Euro Seven Million Seven Hundred Seventy-One
Thousand) plus the amount by which the Estimated Net Worth exceeds the
Target Net Worth or minus the amount by which the Estimated Net Worth
falls short of the Target Net Worth (the "Preliminary Purchase Price")."
3. Section 4.1.1 (b):
"Final Net Worth" shall mean the assets of the Group Companies minus (i)
the liabilities of the Group Companies (excluding deferred income taxes
and inter-company accounts) minus (ii) the amount of any cash received by
the Group Companies as advance payments on any long term development or
like agreements if and to the extent there is no equivalent
(Gegenleistung) provided and invoiced (with P&L effect) to the customer
other than such advance payments which existed already at March 30, 2002
minus (iii) the amount of any accruals or other credit balances which were
dissolved after March 30, 2002, without incurring the specific cost for
which the accrual or other credit balance was provided (including those
for the period through June 30, 2002 listed in Exhibit 4.1.1) each as
reflected in the Closing Date Balance Sheet, as defined in Section 4.3
below, except such accruals made after March 30, 2002 and dissolved prior
to the Closing Date."
4. Section 4.1.1 (c):
"Estimated Net Worth" shall mean the assets of the Group Companies minus
(i) the liabilities of the Group Companies (excluding deferred income
taxes and inter-company accounts) minus (ii) the amount of any cash
received by the Group Companies as advance payments on any long term
development or like agreements if and to the extent there is no equivalent
(Gegenleistung) provided and invoiced (with P&L effect) to the customer
other than such advance payments which existed already at March 30, 2002
minus (iii) the amount of any accruals or other credit balances which were
dissolved after March 30, 2002, without incurring the specific cost for
which the accrual or other credit balance was provided (including those
for the period through June 30, 2002 listed in Exhibit 4.1.1) each as
reflected in the Estimated Balance Sheet, as defined in Section 4.1.2
below, except such accruals made after March 30, 2002 and dissolved prior
to the Closing Date."
5. Section 4.1.2:
"Within the first three Business Days after the Closing Conditions in
Section 5.1.1 (a) through (c) have been fulfilled or waived, Seller shall
prepare at its own cost and deliver to Purchaser an estimated balance
sheet as of 24:00 hours on the Closing Date prepared in good faith in
accordance with US GAAP applied on a basis consistent with the (i)
Preliminary Balance Sheet and (ii) the Consolidated Annual Statements save
as modified by the Accounting Principles and US GAAP accounting principles
applicable to interim periods (the "Estimated Balance Sheet")."
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6. Section 4.3.1:
"Statements. The Closing Date Balance Sheet shall consist of the
consolidated balance sheet of the Group Companies as of 24:00 hours on the
Closing Date including profit and loss statement and notes in accordance
with interim recording (the "Closing Date Balance Sheet")."
7. Section 6.8.4 (to be inserted for the first time):
"After the contributions contemplated in the agreed form contribution
agreements to be entered into between the Seller's Guarantor, USI Global
Corp., the Seller and the Company have taken place, neither the Seller,
nor any of the Seller's Affiliates, shall have any inter-company claims
against the Company and/or the Subsidiaries."
The Parties furthermore unanimously agree that any part of the Share Purchase
Agreement not expressly addressed in the foregoing 1. - 7. shall remain
unchanged.
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