EXHIBIT 2.2
AMENDMENT No. 1 TO STOCK AND ASSET PURCHASE AGREEMENT
AMENDMENT No. 1 (this "Amendment") dated as of April 26, 2002, by and
between JUSI Holdings, Inc., a Delaware corporation ("JUSI"), and Xxxxxxx
Incorporated, a Connecticut corporation ("Buyer"), to the Stock and Asset
Purchase Agreement (the "Purchase Agreement") dated as of March 19, 2002 by and
among JUSI, U.S. Industries, Inc., a Delaware corporation ("USI"), USI Canada
Inc., an Ontario corporation ("USI Canada"), and Buyer.
W I T N E S S E T H :
WHEREAS, USI, JUSI, USI Canada and Buyer previously entered into the
Purchase Agreement;
WHEREAS, the Purchase Agreement contemplates a purchase by Buyer of all of
the outstanding capital stock of LCA Group Inc., a Delaware corporation, and
Dual-Lite Inc., a Delaware corporation, and the assets and liabilities of the
Progress division of USI Canada Inc., an Ontario corporation (the "Sale"); and
WHEREAS, the Purchase Agreement provides that it may be amended in writing
if such writing is signed by JUSI and Buyer.
WHEREAS, Buyer and Sellers desire to amend the provisions of the Purchase
Agreement specified herein.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions. All capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Purchase Agreement.
SECTION 2. Definition of Excluded Liabilities. Clause (xv) of the
definition of Excluded Liabilities in Section 1.01 in the Purchase Agreement is
hereby amended by deleting the word "facility" and replacing such word with
"facilities" and by inserting the words "and 00000 Xxxx Xxxx Xxxxxx in City of
Industry, California" after the words "Ontario, California."
SECTION 3. Disclosure Schedules. Buyer and JUSI agree that the Disclosure
Schedules shall be amended as set forth in Schedule A.
SECTION 4. Closing Balance Sheet. Buyer and JUSI hereby agree that
notwithstanding Section 2.03(a)(C) of the Purchase Agreement, the liability
accrued under agreements listed in Schedule A shall be included in the line item
"Other liabilities -- current" or "Other liabilities - non-current" or as
separate line items on the Closing Balance Sheet.
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SECTION 5. Amendment. Except as modified or amended by this Agreement, the
Purchase Agreement shall remain unchanged. The Purchase Agreement, as amended
hereby, shall remain in full force and effect.
SECTION 6. Miscellaneous. Sections 12.02, 12.04, 12.05, 12.06, 12.07 and
12.08 of the Purchase Agreement are hereby incorporated herein by reference.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
JUSI HOLDINGS, INC.
By:
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Name:
Title:
XXXXXXX INCORPORATED
By:
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Name:
Title:
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