EXHIBIT 2.2
AMENDMENT NO. 1 TO STOCK AND ASSET PURCHASE
AGREEMENT
AMENDMENT NO. 1 (the "Agreement") dated as of January 14, 2002 among JUSI
Holdings, Inc., a Delaware corporation ("US Seller"), Spear & Xxxxxxx plc, an
English corporation ("True Temper Seller"), USI Global Corp., a Delaware
corporation ("Global"), USI Canada Inc., an Ontario corporation ("Canadian
Seller" and together with US Seller, True Temper Seller and Global, "Sellers"),
U.S. Industries, Inc., a Delaware corporation ("USI"), and ATT Acquisition Co.,
a Delaware corporation ("Buyer") to the Stock and Asset Purchase Agreement
dated as of December 21, 2001 among Sellers, USI and Buyer (the "Purchase
Agreement").
WHEREAS, Sellers, USI and Buyer entered into the Purchase Agreement on
December 21, 2001;
WHEREAS, Sellers, USI and Buyer have agreed to obtain certain
environmental insurance from Liberty Surplus Insurance Corporation and not from
AIG;
WHEREAS, Buyer has assigned its rights to purchase the Purchase Assets and
the obligation to assume the Assumed Liabilities to ATT Acquisition
Partnership, an Ontario general partnership ("Canadian Buyer"); and
WHEREAS, Sellers, USI and Buyer desire to amend the Purchase Agreement as
set forth herein;
NOW THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
SECTION 1.01. Replacement of AIG with Liberty Surplus Insurance
Corporation. All references in the Purchase Agreement to "AIG Policy" are
hereby changed by replacing all such references to "Liberty Policy". All
references in the Purchase Agreement to "AIG" are hereby changed by replacing
all such references to "Liberty".
SECTION 1.02. Amendment to Definitions. Section 1.01(a) of the Purchase
Agreement is hereby amended by inserting in the proper alphabetical order the
following definitions:
"Canadian Buyer" means ATT Acquisition Partnership, an Ontario general
partnership.
"Liberty" means Liberty Surplus Insurance Corporation.
SECTION 1.03. Amendments to Sections 4.07 and 4.08. Sections 4.07 and 4.08
of the Purchase Agreement are hereby amended by inserting after each reference
to "Buyer" the words "or Canadian Buyer".
SECTION 1.04. Amendments to Sections 4.10, 4.11 and 4.12. Sections 4.10,
4.11 and 4.12 of the Purchase Agreement are hereby amended by deleting each
reference to "Buyer" other than in the phrase "to the Knowledge of Buyer"
therein replacing each such reference with"Canadian Buyer".
SECTION 1.05. Addition of Section 4.13. The Purchase Agreement is hereby
amended by inserting the following Section immediately following Section 4.12:
Section 4.13. Canadian Buyer. Buyer has assigned to Canadian Buyer,
and Canadian Buyer has assumed, all of its rights and obligations
hereunder relating to the Purchased Assets and the Assumed Liabilities.
Canadian Buyer is a partnership duly organized and validly existing under
the laws of the Province of Ontario and has all powers and all material
governmental licenses, authorizations, permits, consents and approvals
required to carry on its business as now conducted. Each partner of
Canadian Buyer is a corporation duly organized and validly existing under
the laws of the Province of Ontario and has all powers and all material
governmental licenses, authorizations, permits, consents and approvals
required to carry on its business as now conducted. The execution,
delivery and performance by Canadian Buyer of the Assignment Agreement
dated as of December 27, 2001 between Buyer and Canadian Buyer, the
Assignment and Assumption Agreement dated the date hereof between Canadian
Seller and Canadian Buyer and the Trademark Assignment Agreement dated the
date hereof between Canadian Seller and Canadian Buyer (the "Canadian
Agreements") and the consummation of the transactions contemplated thereby
are within the powers of Canadian Buyer and its partners and have been
duly authorized by all necessary action on the part of Canadian Buyer and
its partners. Each Canadian Agreement has been duly and validly executed
and delivered by Canadian Buyer and constitutes a valid and binding
agreement of Canadian Buyer. The execution, delivery and performance by
Canadian Buyer of the Canadian Agreements and the consummation of the
transactions contemplated thereby require no material action by or in
respect of, or
2
material filing with, any Governmental Authority. The execution, delivery
and performance by Canadian Buyer of the Canadian Agreements and the
consummation of the transactions contemplated thereby do not and will not
(i) violate the partnership agreement or other constitutive documents of
Canadian Buyer and its partners or (ii) assuming compliance with the
matters referred to in Section 4.03, violate any applicable law, rule,
regulation, judgment, injunction, order or decree.
SECTION 1.06. Amendment of Section 9.02(b). Section 9.02(b) of the
Purchase Agreement is hereby amended by deleting clauses (iii) and (iv) and
replacing such clauses with the following:
(iii) Masons Solicitors, special counsel to Sellers, dated the Closing
Date substantially to the effect specified in clause (i) of the first
sentence of Section 3.01 with respect to True Temper Ireland and (iv)
Xxxxxxxxx and May, special counsel to Sellers, dated the Closing Date
substantially to the effect specified in clause (i) of the first sentence
of Section 3.01 and Section 3.02 with respect to True Temper Seller, in
each case with such exceptions are reasonably acceptable to Buyer.
SECTION 1.07. Amendment of Section 12.01. Section 12.01 of the Purchase
Agreement is hereby amended by deleting the (Buyer's) facsimile number
"000-000-0000" and replacing such number with "000-000-0000".
SECTION 1.08. Amendment of Schedules. The parties hereto agree that the
Schedules are hereby amended by deleting Schedules 2.01(a), 3.01, 3.05,
3.15(a), 3.15(b), 3.15(c), 3.15(d), 3.16, 3.20 and 10.02(b)(5) delivered on
December 21, 2001 in their entirety and replacing them with the Schedules
attached hereto.
SECTION 1.09. Pre-Closing WV Workers Compensation Liability. Subject to
the provisions of Section 7.07 of the Purchase Agreement, Sellers will satisfy
all credit support requirements of the State of West Virginia related to the
Pre- Closing WV Workers Compensation Liability, including, without limitation,
the issuance of an additional letter of credit or, in the alternative, entering
into any other arrangements acceptable to the State of West Virginia and
Sellers; provided, however, that Sellers shall have the right, in their sole
discretion, to select the method of compliance with the requirements of the
State of West Virginia. Notwithstanding Section 10.06 of the Purchase
Agreement, Buyer shall have the right to specifically enforce this Section
against Sellers.
SECTION 1.10. Defined Terms. All capitalized terms used herein but not
defined herein shall have the meanings ascribed to them in the Purchase
Agreement.
3
SECTION 1.11. Amendments and Waivers. (a) Any provision of this Agreement
may be amended or waived if, but only if, such amendment or waiver is in
writing and is signed, in the case of an amendment, by US Seller and Buyer, or
in the case of a waiver, by the party against whom the waiver is to be
effective.
SECTION 1.12. Governing Law. This Agreement shall be governed by and
construed in accordance with the law of the State of Illinois, without regard
to conflicts of law rules of such state.
SECTION 1.13. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument. This Agreement
shall become effective when each party hereto shall have received a counterpart
hereof signed by the other parties hereto.
4
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
JUSI HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxx
------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President & Asst.
Secretary
SPEAR & XXXXXXX PLC
By: U.S. Industries, Inc., as
director
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
USI GLOBAL CORP.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
USI CANADA INC.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
U.S. INDUSTRIES, INC., as Guarantor
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
ATT ACQUISITION CO.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
