Exhibit 2.2
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AMENDMENT NO. 1
TO
ASSET SALE AGREEMENT
between
COLGATE-PALMOLIVE COMPANY
and
PLAYTEX PRODUCTS, INC.
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Dated as of June 25, 1999
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AMENDMENT NO. 1
to
ASSET SALE AGREEMENT
This Amendment No. 1 to the Asset Sale Agreement (this "Amendment") is
made and entered into as of June 25, 1999, by and between COLGATE-PALMOLIVE
COMPANY, a Delaware corporation ("SELLER") and PLAYTEX PRODUCTS, INC., a
Delaware corporation ("BUYER"). All capitalized terms which are used but not
otherwise defined herein shall have meanings specified in the Agreement (as
defined below).
WHEREAS, SELLER and BUYER are parties to that certain Asset Sale
Agreement, dated May 13, 1999 (the "Agreement"), for the sale by SELLER to BUYER
of the assets related to the business of manufacturing, marketing and selling
baby care products under the brand name Baby Magic in the United States, Puerto
Rico (exclusive of all other territories) and Canada;
WHEREAS, the parties desire to clarify that BUYER shall for a period of
twelve (12) months following the Closing be able to freely employ and utilize
any pre-existing Marketing and Sales Information that constitutes certain of the
Assets being sold by SELLER to BUYER notwithstanding the general prohibition
contained in the Agreement on the use by BUYER of SELLER's trademarks, trade
names and designations in connection with the advertising or publicizing of the
Products;
WHEREAS, the parties hereto desire to change the Closing Date; and
WHEREAS, the parties hereto desire to revise Section 5.6 of the
Agreement as set forth below;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein and for other good and valuable
consideration,
the receipt and adequacy of which is hereby acknowledged, the parties hereto
agree as follows:
1. Amendment to Section 2.1. Effective hereby, the following paragraph
shall be substituted in its entirety for the first paragraph of Section 2.1 of
the Agreement:
"2.1 Closing. The closing (the "Closing") of the purchase and sale of
the Assets and of the transactions contemplated by this Agreement shall be held
at the offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, 1285 Avenue of the
Americas, New York, New York, at 10:00 a.m. on June 30, 1999, or if the
conditions to Closing set forth in Sections 2.2 and 2.3 shall not have been
waived or satisfied by such date, on the tenth business day following
satisfaction of such conditions, or such other time or date as the parties may
mutually agree in writing. The date on which the Closing shall occur in
hereinafter referred to as the "Closing Date."
2. Amendment to Section 5.5. Effective hereby, the following shall be
added to the end of Section 5.5(b) of the Agreement:
"; provided, that during the twelve (12) months immediately following
the Closing nothing contained in this Section 5.5(b) shall prohibit or otherwise
restrain BUYER from employing and utilizing any pre-existing Marketing and Sales
Information containing any such trademarks, trade names or designations."
3. Amendment to Section 5.6. Effective hereby, the following sentence
shall be substituted in its entirety for the last sentence of Section 5.6:
"SELLER shall cause all of the Inventory purchased by BUYER pursuant to
this Agreement to be delivered no later than July 23, 1999 (at BUYER's sole cost
and expense) to such facilities designated by BUYER, provided that the two
parties shall work together to deliver the Inventory prior to July 23, 1999, to
the extent practicable."
4. Other Provisions Unchanged. Except as specifically amended hereby,
all other terms and conditions of the Agreement shall remain in full force and
effect. To the extent that the Agreement includes such terms as "herein,"
"hereto," "in this Agreement" and the like, such terms shall be interpreted to
refer to the Agreement, as modified by this Amendment.
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5. Counterparts. This Amendment may be executed in separate
counterparts, each of which shall be an original and all of which taken together
shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
COLGATE-PALMOLIVE COMPANY
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Vice President
PLAYTEX PRODUCTS, INC.
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Executive Vice President & Chief Financial Officer
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