AMENDMENT NO. 4
Dated as of January 6, 2000
to
TRANSACTION AGREEMENT
Dated as of July 12, 1998
By and Between
THE BLACK & XXXXXX CORPORATION
and
XXXXXX HOLDING AG
AMENDMENT NO. 4 TO TRANSACTION AGREEMENT
This Amendment No. 4 to Transaction Agreement ("Amendment No. 4") is
made as of the 6th day of January, 2000, by and between The Black & Xxxxxx
Corporation, a Maryland corporation ("Black & Xxxxxx"), and Xxxxxx Holding AG, a
Swiss corporation ("Buyer").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Black & Xxxxxx, through certain of its direct and indirect
Subsidiaries, was engaged in the Glass Machinery Business;
WHEREAS, Black & Xxxxxx and Buyer entered into a Transaction Agreement
dated as of July 12, 1998 (the "Agreement") pursuant to which Black & Xxxxxx
agreed to sell and Buyer agreed to purchase the Glass Machinery Business upon
the terms and subject to the conditions set forth therein;
WHEREAS, Black & Xxxxxx and Buyer entered into an Amendment No. 1 to
Transaction Agreement dated as of September 21, 1998 amending the Agreement (the
"First Amendment");
WHEREAS, Black & Xxxxxx and Buyer entered into an Amendment No. 2 to
Transaction Agreement dated as of November 20, 1999 amending the Agreement (the
"Second Amendment");
WHEREAS, Black & Xxxxxx and Buyer entered into an Amendment No. 3 to
Transaction Agreement dated as of May 4, 1999 amending the Agreement (the "Third
Amendment");
WHEREAS, Black & Xxxxxx and Buyer desire to amend certain terms of the
Agreement in accordance with the terms of this Amendment No. 4;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements of the parties contained herein, the parties agree as follows:
Section 1. DEFINITIONS. Capitalized terms used but not defined herein
have the meanings given to them in the Agreement.
Section 2. AMENDMENTS. The Agreement, the First Amendment, the Second
Amendment and the Third Amendment are hereby amended by (i) deleting the third
sentence of subsection (d) of Section D.09, (ii) adding the words "and after" to
the first sentence of subsection (e) of Section D.09 after the words "prior to",
and (iii) adding the following new subsection (f) immediately at the end of
Section D.09:
(f) As of the Closing Date, the hourly employees of the Windsor
Facility of the Emhart Glass Machinery Business were represented by the
International Union of United Automobile, Aerospace and Agricultural Implement
Workers of America, Amalgamated Local Union 376 (the "UAW") and their pension
benefits were provided under the Hourly Employees Retirement Plan of Hartford
Division, Emhart Industries, Inc. ("Seller's U.S. Hourly Pension Plan"). Since
the Closing, the Buyer has decided to close the Windsor Facility and the
employment of the US Transferred Employees of the Windsor Facility who are
represented by the UAW (the "Transferred Union Employees") has been terminated.
In connection with the termination of the employment of the Transferred Union
Employees, the Buyer agreed to provide certain enhanced pension benefits to the
Transferred Union Employees as set forth in a TERMINATION (PLANT CLOSING)
AGREEMENT, dated June 30,1999, (the "Enhanced Pension Benefits"). Black & Xxxxxx
shall cause the Seller's U.S. Hourly Pension Plan to be amended to provide for
the continuing participation of the Transferred Union Employees in such plan and
for the recognition of benefit accruals with respect to such Transferred Union
Employees for service after the Closing Date and for the Enhanced Pension
Benefits and, pending completion of the asset transfers contemplated by this
Section D.09, any benefits that are payable to US Transferred Employees under
the Seller's U.S. Hourly Pension Plan as so amended shall be paid or continue to
be paid out of the Seller's U.S. Hourly Pension Plan and the amount of the
assets to be transferred pursuant to subsection (d) of Section D.09 shall be
adjusted, as provided in that subsection, to reflect all of such benefit
payments in full.
IN WITNESS WHEREOF, the parties hereto caused this Amendment No. 4 to
be duly executed by their respective authorized officers on the day and year
first above written.
THE BLACK & XXXXXX CORPORATION
By: /s/XXXXXXX X. XXXXXX
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
XXXXXX HOLDING AG
By: /s/XXXXXXX XXXXXX
Name: Xxxxxxx Xxxxxx
Title: Chief Executive Officer
