THE BLACK & XXXXXX CORPORATION
000 Xxxx Xxxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
000-000-0000
Telex 87-930
July 23, 1998
Windmere-Durable Holdings Inc.
0000 Xxxxx Xxxxx Xxxxx
Xxxxx Xxxxx, Xxxxxxx 00000-0000
Gentlemen:
Reference is made to the Transaction Agreement dated as of May 10,
1998, by and between The Black & Xxxxxx Corporation ("Seller") and
Windmere-Durable Holdings, Inc. ("Buyer"), as amended by Amendment No. 1 to
Transaction Agreement dated as of June 26, 1998, pursuant to which, among other
things, Seller agreed to sell and cause its subsidiaries to sell, and Buyer
agreed to buy, the HPG Business on the terms and conditions set forth therein.
Capitalized terms used herein but not defined shall have the meaning given to
them in the Transaction Agreement.
The Mexican Federal Competition Commission (the "Commission") has
reviewed the transactions contemplated by the Transaction Agreement, and
pursuant to its Communique dated July 6, 1998, has not objected to said
transactions. The Commission has, however, conditioned the performance of the
transactions in Mexico upon the modification of the term of the non-competition
clause contained in Section 5.06 of the Transaction Agreement.
This letter, therefore, confirms our agreement to modify the
non-competition clause in accordance with the Commission's Communique, and to
add the following at the end of Section 5.06(a) of the Transaction Agreement:
Notwithstanding anything contained in this Section 5.06(a) to the
contrary, with respect to both Additional Products and Designated
Products, for a period commencing on the Closing Date and ending on the
fifth anniversary thereof (the "Mexican Non-compete Term"), no Seller
Company (for so long but only for so long as it remains a Seller
Company) will, directly or indirectly, carry on or participate in the
ownership, management or control of any Mexican Competing Business (as
hereafter defined). "Mexican Competing Business" shall mean any
business enterprise that sells in Mexico any Additional Products or
Designated Products as of the date of the Transaction Agreement.
Notwithstanding any provision of the Trademark License Agreement, the
Mexican Non-compete Term shall not be subject to any extensions.
Windmere-Durable Holdings, Inc.
July 23, 1998
Page 2
If you agree to the foregoing, please sign and return the enclosed copy
of this letter agreement.
Very truly yours,
THE BLACK & XXXXXX CORPORATION
By /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Senior Vice President and
General Counsel
Accepted and agreed
as of July 29, 1998
WINDMERE-DURABLE HOLDINGS INC.
By /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
