AMENDMENT NO. 1 TO TRANSACTION AGREEMENT
This Amendment No. 1 is entered into this 12th day of February,
1996 between GreenGrass Holdings, a Delaware general partnership
("Purchaser"), and Swing-N-Slide Corp., a Delaware corporation (the
"Company").
A. Purchaser and the Company have entered into the Transaction
Agreement dated January 4, 1996 (the "Transaction Agreement") and desire
to amend certain provisions thereof as provided below.
B. Terms not otherwise defined herein shall have the meaning
assigned to such terms in the Transaction Agreement.
1. Purchaser and the Company agree that the Purchaser shall extend
the expiration of the Offer to midnight Eastern Time on Wednesday,
February 14, 1996. Purchaser shall promptly announce such extension by
means of a press release.
2. Section 4.8(c) is amended by adding thereto the following
sentence at the end of paragraph (c):
Purchaser agrees that the Securities Offering will not
commence until at the earliest 90 days after the
Purchase Date and will remain open for a period of at
least 60 days. Purchaser agrees to use its reasonable
efforts to arrange for one or more firms to make a
market in the Debentures, subject to the provisions of
the parenthetical in Section 4(e) of the Stipulation
and Order in the Xxxxxxxx litigation entered into on
February 12, 1996.
3. Annex B-2 is amended by adding the following clause to the
second sentence under the caption Conversion:
; provided, however, holders other than Purchaser
shall receive one Share for each $4.70 principal
amount of Debentures delivered to the Company for
conversion.
4. Annex B-2 is amended by deleting the last sentence under the
caption Other and substituting therefor the following:
Debentures to be issued in principal amount of $1.00
and even multiples thereof, except for Debentures
issued in lieu of cash interest, which may be issued
in the principal amount of such interest.
5. The parties agree that the form of Debenture attached hereto as
Annex A shall be final form of Debenture as required by Section 4.8(a) of
the Transaction Agreement and shall be substituted for the form of
Debenture established by the parties on February 1, 1996 and filed with
the Securities and Exchange Commission. Each party shall promptly file
such substituted form in connection with amendments to their respective
Schedule 14D-9 and Schedule 14D-1.
6. Of the fees payable to Purchaser under the last sentence of
Section 4.9 and under Section 4.13, in each case on and subject to the
occurrence of the Purchase Date, $325,000 shall be paid to Xxxxx Capital
Management Inc. and the balance to Glencoe Investment Company.
7. In all other respects the Transaction Agreement shall remain in
full force and effect.
***************
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1
to be executed as of the date first written above.
GREENGRASS HOLDINGS
By: GreenGrass Capital LLC,
a general partner
By: /s/ Xxxxx X. Xxxxx
Its: Attorney in Fact
SWING-N-SLIDE CORP.
By: /s/ Xxxxxx Xxxx
