EXHIBIT 2.2
Xxxx-Xx Knitwear, Inc.
(formerly known as JJ Acquisition Corp.)
XxXxxxxxxx Apparel Group Inc.
(formerly known as Norton XxXxxxxxxx, Inc.)
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
June 17, 1999
Xxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxx
Xxxxx Xxxxxxxxx
c/o Currants
0000 Xxxxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Re: Amendment to Agreement of Purchase and Sale dated
as of April 15, 1998, as amended, (the "Agreement") by
and among JJ Acquisition Corp., Norton XxXxxxxxxx,
Inc., Xxxx-Xx Knitwear Inc., Xxxxx Xxxxx, Inc. and
the Stockholders of Xxxxx Xxxxx, Inc.
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Ladies and Gentlemen:
Reference is made to the Agreement; capitalized terms used herein and
not defined herein shall have the meanings assigned to such terms in the
Agreement. For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby amend the Agreement as
set forth herein.
1. The parties to the Agreement have agreed to amend the Certificate
attached as Exhibit B (the "Exhibit B Certificate") to the Earn Out Letter of
Credit delivered to the Stockholder Representative at the Closing (the "Closing
Earn Out Letter of Credit") and accordingly, the parties to the Agreement agree
that the Exhibit B Certificate to the Earn Out Letter of Credit shall be as set
forth on Exhibit I to this amendment (the "Replacement Exhibit B Certificate").
The Stockholders understand and agree that, in order to effectuate the
foregoing, an amendment to the Earn Out Letter of Credit (replacing the Exhibit
B Certificate with the Replacement Exhibit B Certificate, but otherwise leaving
the Closing Earn Out Letter of Credit unchanged) (the "Earn Out Letter of Credit
Amendment") is to be issued to the Stockholder Representative by NationsBank,
N.A. The Stockholders agree, simultaneously with the issuance and delivery to
the Stockholder Representative of the Earn Out Letter of Credit Amendment, to
deliver the Closing Earn Out Letter of Credit to the Purchaser, Norton or
NationsBank, N.A. in order to attach such amendment thereto. Following the
completion of the foregoing, the Closing Earn Out Letter of Credit, as amended
by the Earn Out Letter of Credit Amendment, shall, for all
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purposes of the Agreement, be deemed to be the "Earn Out Letter of Credit" under
the Agreement.
2. The second sentence of Section 5.01 of the Agreement is hereby
amended to add to the beginning thereof the following phrase:
"Except as disclosed in writing to the Stockholders and the
Companies, and"
3. The definition of "Earn Out Payment Date" set forth in Section
14.01 of the Agreement is hereby amended to read in its entirety as follows:
"Earn Out Payment Date" shall mean the date which is
60 days after the 2000 Month End Date or if an Acceleration Event
occurs, 60 days after the Acceleration Date, unless there is a
default in the timely delivery of (i) the applicable EBITDA Notice
and EBITDA Statement under Section 2.02(b)(i) and/or (ii) the
Accountants' Statement and Audited Statements under Section
2.02(b)(ii), in which case, the Earn Out Payment Date shall be
extended to a date which is 15 days after delivery of the last to
be delivered of the applicable EBITDA Notice, the EBITDA
Statement, the Accountants' Statement and the Audited Statements
to Norton and the Companies. In the event that the Earn Out
Payment Date is not a Business Day, the Earn Out Payment Date
shall be the next succeeding Business Day.
4. The Stockholders represent and warrant to Norton and the Purchaser
that JJK II, Inc. (formerly known as Xxxx-Xx Knitwear, Inc.) and JJK III, Inc.
(formerly known as Xxxxx Xxxxx, Inc.), heretofore parties to the Agreement, have
been liquidated and are no longer in existence. Accordingly, the Stockholders
agree that the execution of this amendment by the Companies is not necessary.
5. Except as amended hereby, the Agreement is ratified and confirmed
in all respects by the parties hereto. Nothing herein shall confer or be deemed
to confer any right, remedy, benefit or entitlement on any third-party. This
amendment shall be construed pursuant to and in accordance with the laws of the
State of New York, without regard to conflict of laws principles, and may be
executed in counterparts, including by telecopy, each of which shall be deemed
an original, all of which taken together shall constitute one and the same
amendment.
* * *
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Very truly yours,
XXXXXXXXXX APPAREL GROUP INC.
XXXX-XX KNITWEAR INC.
By /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Agreed as of the date
above written:
/s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
/s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx
/s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
