Exhibit 2.2
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AMENDMENT NO.1
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TO
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ASSET PURCHASE AGREEMENT
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This Amendment No.1 to the Asset Purchase Agreement dated as of July 21,
1997 (the "Asset Purchase Agreement") by and among American White Cross, Inc.,
a corporation organized under the laws of the State of Delaware, and ▇▇▇▇▇▇
Manufacturing Corporation, a corporation organized under the laws of the State
of New Jersey (collectively, the "Sellers"), and NutraMax Products, Inc., a
corporation organized under the laws of the State of Delaware (the "Purchaser"),
is entered into as of August 15, 1997 by and among the Sellers and the
Purchaser. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to those terms in the Asset Purchase Agreement.
W I T N E S S E T H
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WHEREAS, pursuant to the Asset Purchase Agreement, the Purchaser has agreed
to purchase and the Sellers have agreed to sell substantially all of the assets
of the first aid business to the Purchaser and the Purchaser has agreed to
assume certain liabilities of the Sellers; and
WHEREAS, the parties hereto wish to amend the Asset Purchase Agreement as
set forth below.
NOW, THEREFORE, in consideration of the premises and the representations
and agreements herein contained, the parties mutually agree as follows:
1. Sections 2.1 and 2.2 of the Asset Purchase Agreement are hereby amended
by replacing the references therein to $40,000,000 with $38,040,000.
2. Section 7.1 is amended by replacing the reference therein to $41,800,000
with $39,840,000.
3. All terms, provisions, covenants, representations, warranties,
agreements and conditions contained in the Asset Purchase Agreement shall
remain in full force and effect except as expressly contemplated herein and
shall not otherwise be deemed waived, modified or amended hereby.
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4. This Amendment No.1 may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
5. This Amendment No.1 shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to agreements made
and to be performed wholly within such jurisdiction.
IN WITNESS WHEREOF, each of the parties has caused this Amendment No.1
to duly executed all as of the date first written above.
PURCHASER:
NUTRAMAX PRODUCTS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President / CEO
SELLERS:
AMERICAN WHITE CROSS, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
▇▇▇▇▇▇ MANUFACTURING CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
