EXHIBIT 2.2
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
AND AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 1, dated as of June 30, 1997, by and among Xxxxxx Health
Products Group Inc., a Delaware corporation (the "COMPANY"), North Castle
Partners I, L.L.C., a Delaware limited liability company ("PURCHASER"), and LHP
Acquisition Corp., a Delaware corporation ("MERGER SUB").
RECITALS
WHEREAS, the parties hereto have previously entered into a Stock
Purchase Agreement and Agreement and Plan of Merger, dated as of May 31, 1997
(the "MERGER AGREEMENT"), by and among the Company, Purchaser and Merger Sub;
and
WHEREAS, the parties hereto desire to amend the Merger Agreement as
set forth herein.
NOW, THEREFORE, in consideration of good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged and intending to be
legally bound hereby, the parties hereby agree as follows:
AGREEMENT
1. DEFINITIONS. Capitalized terms used but not defined herein shall
have the respective meanings ascribed to such terms in the Merger Agreement.
2. AMENDMENTS. (a) Notwithstanding anything in Article 5 of the
Merger Agreement to the contrary, upon the consummation of the Merger each
Electing Non-U.S. Stockholder (as defined below) will be entitled to, and the
Company will cause to be issued to each Electing Non-U.S. Stockholder, Surviving
Corporation Non-Voting Common Stock in lieu of Surviving Corporation Voting
Common Stock that would otherwise be issued to such stockholder as a result of
the Merger. "Electing Non-U.S. Stockholder" means any non-United States
stockholder that delivers a letter of instruction to the Company directing the
Company to deliver Surviving Corporation Non-Voting Common Stock to such
stockholder in lieu of the Surviving Corporation Voting Common Stock that would
otherwise be delivered to such stockholder as a result of the Merger.
(b) Notwithstanding anything in Article 5 of the Merger Agreement to
the contrary, the parties acknowledge and agree that Purchaser may deliver a
replacement SCHEDULE 5.1 to the Merger Agreement at any time that is one day or
more prior to the Closing Date, which shall supersede SCHEDULE 5.1 attached
thereto.
3. FULL FORCE AND EFFECT. As amended hereby, the Merger Agreement
remains in full force and effect.
4. COUNTERPARTS. This Amendment No. 1 may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall be one and the
same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement and
caused the same to be duly delivered on their behalf as of the day and year
first written above.
XXXXXX HEALTH PRODUCTS GROUP INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President - Finance
NORTH CASTLE PARTNERS I, L.L.C.
By: Xxxxx Investment Group, L.L.C.
Its Managing Member
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Managing Member
LHP ACQUISITION CORP.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: President
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