Exhibit 2.2
AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (the "Amendment") is made and
entered into as of March 26, 1999 by and among Perfect Fit Glove Co., Inc., a
New York corporation ("PFG"), SCHAS Circular Industries, Inc., a North Carolina
corporation ("SCHAS"), X-Pert Industrial Products Limited, a New York
corporation ("X-Pert"), Perfect Industrial Products, Inc., a New York
corporation ("PIP"), Yadkin Leasing Company, Inc., a North Carolina corporation
("Yadkin"), Xxxxx X. Xxxxxx, an individual residing in West Seneca, New York
("Xxxxxx"), Xxxxxx X. Xxxxxxx, an individual residing in Orchard Park, New York
("Xxxxxxx"), and Xxxxxx Xxxxxxxxx, an individual residing in Tonawanda, New York
("Xxxxxxxxx") (PFG, SCHAS, X-Pert, PIP, Yadkin, Xxxxxx, Xxxxxxx and Xxxxxxxxx
collectively referred to herein as "Selling Group") and Bacou USA Safety, Inc.,
a Delaware corporation ("Bacou Safety"), Bacou USA Transaction, Inc., a Delaware
corporation ("Bacou Transaction") and Bacou USA Acquisition Corp., a Delaware
corporation (Bacou Transaction and Bacou Acquisition sometimes collectively
referred to herein as "Purchaser").
WHEREAS, Selling Group and Bacou Safety entered into an Asset Purchase
Agreement dated as of February 24, 1999 (the "Purchase Agreement") according to
which Selling Group agreed to sell substantially all of its assets to Bacou
Safety and Bacou Safety agreed to assume substantially all of the liabilities of
Selling Group and to pay other consideration as set forth in the Purchase
Agreement; and
WHEREAS, the parties desire to amend the Purchase Agreement to provide that
Bacou Transaction and Bacou Acquisition serve as Purchaser in place of Bacou
Safety and to make other changes thereto, as set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements herein set forth and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:
1. Bacou Transaction and Bacou Acquisition shall be defined as the
Purchaser in the Purchase Agreement in place of Bacou Safety.
2. Bacou Transaction shall purchase substantially all of the assets and
assume substantially all of the liabilities of SCHAS and Yadkin pursuant to the
Purchase Agreement.
3. Bacou Acquisition shall purchase substantially all of the assets and
assume substantially all of the liabilities of PFG, X-Pert and PIP pursuant to
the Purchase Agreement.
4. The parties hereto shall enter into an Assignment and Assumption
Agreement, the form of which is attached hereto as Exhibit A, to effectuate the
assignment and assumption transaction contemplated herein.
5. Notwithstanding the assignment and assumption transaction contemplated
herein, Bacou Safety shall remain liable for any and all of its obligations
under the Purchase Agreement.
6. Such other minor and technical amendments to the Purchase Agreement as
set forth on Exhibit B hereto are hereby agreed to by the parties.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
Asset Purchase Agreement to be executed by its duly authorized representative as
of the day and year first above written.
SELLING GROUP:
PERFECT FIT GLOVE CO., INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxx, President
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Xxxxx X. Xxxxxx, Vice President
SCHAS CIRCULAR INDUSTRIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxx, President
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Xxxxx X. Xxxxxx, Vice President
X-PERT INDUSTRIAL PRODUCTS LIMITED
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Xxxxx X. Xxxxxx, President
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxx, Vice
President
PERFECT INDUSTRIAL PRODUCTS, INC.
By: /s/ Xxxxxx Xxxxxxxxx
-------------------------------
Xxxxxx Xxxxxxxxx, President and
Secretary
YADKIN LEASING COMPANY, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Xxxxx X. Xxxxxx, President
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxx, Vice
President
/s/ Xxxxx X. Xxxxxx
-------------------------------
Xxxxx X. Xxxxxx, Individually
/s/ Xxxxxx X. Xxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxx, Individually
/s/ Xxxxxx Xxxxxxxxx
-------------------------------
Xxxxxx Xxxxxxxxx, Individually
BACOU SAFETY:
BACOU USA SAFETY, INC.
By: /s/ Xxxxxx Xxxxxx
-------------------------------
Xxxxxx Xxxxxx, Chairman,
President and CEO
By: /s/ Xxxxxx X. Xxxx
--------------------------------
Xxxxxx X. Xxxx, Vice Chairman,
Secretary and Treasurer
PURCHASER:
BACOU USA TRANSACTION, INC.
By: /s/ Xxxxxx Xxxxxx
-------------------------------
Xxxxxx Xxxxxx, Chairman and
President
By: /s/ Xxxxxx X. Xxxx
-------------------------------
Xxxxxx X. Xxxx, Secretary and
Treasurer
BACOU USA ACQUISITION CORP.
By: /s/ Xxxxxx Xxxxxx
-------------------------------
Xxxxxx Xxxxxx, Chairman and
President
By: /s/ Xxxxxx X. Xxxx
-------------------------------
Xxxxxx X. Xxxx, Secretary and
Treasurer
