EXHIBIT 2(a)(ii)
AMENDMENT NO. 6 TO TRANSACTION AGREEMENT
This Amendment No. 6 to Transaction Agreement (this "Amendment") is
made as of the 30th day of June, 1999, by and between The Black & Xxxxxx
Corporation, a Maryland corporation ("Seller"), and Windmere-Durable Holdings,
Inc., a Florida corporation ("Buyer").
WITNESSETH
WHEREAS, Seller and Buyer have entered into a Transaction Agreement
dated as of May 10, 1998, as amended by Amendment No. 1 to Transaction Agreement
dated as of June 26, 1998, a letter agreement dated as of July 23, 1998,
Amendment No. 3 to Transaction Agreement dated as of September 23, 1998,
Amendment No. 4 to Transaction Agreement dated as of October 15, 1998, and
Amendment No. 5 to Transaction Agreement dated as of April 30, 1999 (as amended,
the "Agreement"), pursuant to which Seller transferred and caused the Affiliated
Transferors to transfer substantially all of the assets held, owned by or use to
conduct the HPG Business, and assigned certain liabilities associated with the
HPG Business, to Buyer or Buyer Companies designated by Buyer, and Buyer
received and caused such designated Buyer Companies to receive such assets and
assume such liabilities upon the terms and subject to the conditions set forth
in the Agreement; and
WHEREAS, the Seller and Buyer desire to further amend the Agreement in
accordance with the terms of this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties contained herein, the parties agree as follows:
Section 1. Capitalized terms used but not defined herein have the
meanings given to them in the Agreement.
Section 2. The definition of "Designated Products" set forth in the
Agreement is deleted in its entirety and the following is inserted in its place
and stead:
"Designated Products" means coffeemakers, espresso
makers, cappuccino makers, coffee xxxxx, toasters, toaster
ovens (including those with convection features), table top
ovens with new kind of heat source, portable microwave ovens,
steamers, rice cookers, choppers, can openers, mixers, food
processors, irons, breadmakers, skillets, electric WOKs,
electric griddles, slow cookers, pressure cookers, electric
knives, blenders, juicers, grills, kettles and wafflebakers,
as well as floor polishers, hair dryers and corded canister
and corded upright floor vacuums sold in Mexico, Central
America, South America (other than Brazil) and the Caribbean,
together in each case with any related accessories or
attachments, and all products in the foregoing categories
under development in the HPG Business as of the Closing Date
or that have been under development in the HPG Business at any
time during the year prior to the Closing Date, but excluding
step stools, Cleaning and Lighting Products, shop,
construction and similar vacuums, and VersaPak(R) rechargeable
battery packs and chargers, together in each case with related
accessories or attachments. It is expressly understood and
agreed that floor polishers, hair dryers and corded canister
and corded upright floor vacuums (and any related accessories
or attachments) shall only be "Designated Products" to the
extent and only to the extent sold in Mexico, Central America,
South America (other than Brazil) and the Caribbean.
IN WITNESS WHEREOF, the parties hereto caused this Amendment to be duly
executed by their respective authorized officers on the day and year first above
written.
THE BLACK & XXXXXX CORPORATION
By: /s/XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx
WINDMERE-DURABLE HOLDINGS, INC.
By: /s/XXXXX X. XXXXXXXX
Xxxxx X. Xxxxxxxx
