Exhibit 10.20
AMENDMENT NO. 2
Amendment No.2 (this "AMENDMENT"), dated as of January 25,
1999, among the Sellers listed on Exhibit A hereto (the "SELLERS"), United
Industries Corporation, a Delaware corporation ("UIC"), and UIC Holdings,
L.L.C., a Delaware limited liability company ("BUYER").
WHEREAS, the parties hereto have entered into an Agreement and
Plan of Recapitalization, Purchase and Redemption, dated as of December 24,
1998, as amended as of January 20, 1999 (as amended, the "AGREEMENT");
WHEREAS, the parties hereto wish to further amend the
Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual agreements
contained herein, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. The Sellers shall repay to UIC $8,425,470, representing all
amounts which were payable by UIC in connection with the transactions
contemplated by the Agreement to Xxx Xxxxxxxx, Xxxxxxx Xxxxxx and Xxxxxxx
Xxxxxxx under their Contracts for Release in Event of Sale with UIC.
2. Upon receipt by UIC of the amount referred to in Section 1
(as indicated by the execution of the certificate attached hereto as Annex A),
Schedule 2.1(a) to the Agreement shall be amended by deleting the parenthetical
"(including under the Contracts for Release in Event of Sale)" in subclause (ii)
of the second paragraph thereof in its entirety and substituting in lieu thereof
the following:
", other than any amounts payable by UIC under the Contracts
for Release in Event of Sale which shall not be included as
liabilities on the Closing Balance Sheet".
3. The parties hereby agree that such amount repaid pursuant
to Section 1 hereof shall be deemed a reduction of the redemption amounts paid
to the Sellers pursuant to Sections 1.1(e) and 1.1(f) of the Agreement and that
such amount shall be deemed to have been repaid as of the Closing.
4. Capitalized terms used in this Amendment and not defined
herein shall have the meanings ascribed thereto in the Agreement
5. Except as expressly amended by this Amendment, the
provisions of the Agreement shall remain unchanged and in full force and effect.
From and after the date of this Amendment, any reference in the Agreement to the
Agreement shall be deemed to be a reference to the Agreement as amended by this
Amendment.
6. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.
2
IN WITNESS WHEREOF, each of the parties hereto has duly
executed this amendment as of the date first written above.
-----------------------------------
Xxxxx X. Xxxxx
-----------------------------------
Xxxx X. Xxxx
-----------------------------------
M. Xxxxxx Xxxx
-----------------------------------
Xxxxxxx X. Xxxx
-----------------------------------
Xxxxxxxx X. Xxxx
XXXXX X. XXXXX GRANTOR RETAINED
INTEREST TRUST
By:
--------------------------------
Name: Xxxx X. Xxxx
Title: Trustee
XXXX X. XXXX REVOCABLE TRUST
By:
--------------------------------
Name: Xxxx X. Xxxx
Title: Trustee
3
XXXXX XXXXXXX REVOCABLE TRUST
By:
--------------------------------
Name: Xxxxx Xxxxxxx
Title: Trustee
XXXXX X. XXXXX GRANTOR RETAINED
ANNUITY TRUST
By:
--------------------------------
Name: Xxxx X. Xxxx
Title: Trustee
RYDER XXXXX GRANTOR RETAINED
ANNUITY TRUST
By:
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Trustee
4
1994 RYDER XXXXX GRANTOR RETAINED
ANNUITY TRUST
By:
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Trustee
1998 XXXX FAMILY NEVADA IRREVOCABLE TRUST
By:
--------------------------------
Name: Xxxxxxx X. Xxxx
Title: Trustee
By: Ternion Corporation, as Trustee
By:
--------------------------------
Name: M. Xxxxxx Xxxx
Title:
UNITED INDUSTRIES CORPORATION
By:
--------------------------------
Name:
Title:
UIC HOLDINGS, L.L.C.
By:
--------------------------------
Name:
Title:
5
Exhibit A
Xxxxx X. Xxxxx
Xxxx X. Xxxx
X. Xxxxxx Xxxx
Xxxxxxx X. Xxxx
Xxxxxxxx X. Xxxx
Xxxxx X. Xxxxx Grantor Retained Interest Trust
Xxxx X. Xxxx Revocable Trust
Xxxxx Xxxxxxx Revocable Trust
Xxxxx X. Xxxxx Grantor Retained Annuity Trust
Ryder Xxxxx Grantor Retained Annuity Trust
1994 Ryder Xxxxx Grantor Retained Annuity Trust
1998 Xxxx Family Nevada Irrevocable Trust
6
Annex A
The undersigned, United Industries Corporation, a Delaware
corporation ("UIC"), hereby acknowledges receipt from the Sellers of the
$8,425,470 referred to in Section 1 of Amendment No. 2 to the Agreement and Plan
of Recapitalization, Purchase and Redemption, dated as of December 24, 1998, as
amended as of January 20, 1999, and as of January 25, 1999 (as amended, the
"AGREEMENT") among the Sellers, UIC and UIC Holdings, L.L.C. All capitalized
terms used herein but not otherwise defined shall have the respective meanings
ascribed to them in the Agreement.
UNITED INDUSTRIES CORPORATION
By:
--------------------------------
Name:
Title:
January 25, 1999
