Jacuzzi Brands Inc Sample Contracts

Jacuzzi Brands Inc – AMENDMENT (January 23rd, 2007)

Exhibit 2.1 AMENDMENT AMENDMENT (this "Amendment") dated as of January 22, 2007 among Jacuzzi Brands, Inc., a Delaware corporation, Jupiter Acquisition, LLC, a Delaware limited liability company, and Jupiter Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent. WHEREAS, the parties hereto are parties to the Agreement and Plan of Merger dated as of October 11, 2006 (the "Merger Agreement"); and WHEREAS, in connection with the settlement of certain purported stockholder class action lawsuits relating to the transactions contemplated by the Merger Agreement, the parties hereto desire to amend the Merger Agreement as set forth herein (the Merger Agreement, as amended hereby, the "Amended Merger Agreement"). NOW, THEREFORE, the parties hereto agree as follows: Section 1 . Definitions. Each capitalized term use

Jacuzzi Brands Inc – Jacuzzi Brands Announces Extension of Tender Offer and Consent Solicitation Relating to its 9 5/8% Senior Secured Notes due 2010 West Palm Beach, FL – January 10, 2007 (January 10th, 2007)

Jacuzzi Brands, Inc. (“Jacuzzi”) announced today that it has extended the expiration date of its previously announced cash tender offer and consent solicitation with respect to its 9 5/8% Senior Secured Notes due 2010 (the “Notes”).

Jacuzzi Brands Inc – Jacuzzi Brands, Inc. Files Definitive Proxy Materials -- Annual Meeting of Stockholders to Vote on Proposed Merger Scheduled for January 25, 2007 -- (January 5th, 2007)

WEST PALM BEACH, Fla. – Jan. 5, 2007 – Jacuzzi Brands, Inc. (NYSE: JJZ), a leading global producer of branded bath and plumbing products for the residential, commercial and institutional markets, announced that it has filed today with the Securities and Exchange Commission definitive proxy materials in connection with the Company’s 2007 Annual Meeting of Stockholders. At the Annual Meeting, Jacuzzi Brands’ stockholders of record will consider and vote on adoption of the Company's merger agreement with Apollo Management L.P., as well as the election of directors and ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm, among other things. As previously announced on October 11, 2006, Jacuzzi Brands and Apollo Management entered into a definitive merger agreement under which affiliates of Apollo Management would acquire all of the outstanding common stock of Jacuzzi Brands for $12.50 per share in cash.

Jacuzzi Brands Inc – AMENDMENT TO CHANGE IN CONTROL AGREEMENT (December 19th, 2006)

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into on December 13, 2006, by and between Jacuzzi Brands, Inc., a Delaware corporation, with its principal office at Phillips Point – West Tower, 777 South Flagler Drive, Suite 1108, West Palm Beach, Florida 33401 (the “Company”), and Marie S. Dreher (the “Executive”).

Jacuzzi Brands Inc – EMPLOYMENT AGREEMENT (December 19th, 2006)

EMPLOYMENT AGREEMENT, made as of August 15, 2005 (the “Commencement Date”) by and between, Jacuzzi Brands, Inc., a Delaware corporation, with its principal office at Phillips Point – West Tower, 777 South Flagler Drive, Suite 1108, West Palm Beach, Florida 33401 (the “Company”), and Marie S. Dreher (“Executive”).

Jacuzzi Brands Inc – AMENDMENT TO CHANGE IN CONTROL AGREEMENT (December 19th, 2006)

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into on December 13, 2006, by and between Jacuzzi Brands, Inc., a Delaware corporation, with its principal office at Phillips Point – West Tower, 777 South Flagler Drive, Suite 1108, West Palm Beach, Florida 33401 (the “Company”), and Marie S. Dreher (the “Executive”).

Jacuzzi Brands Inc – December 13, 2006 (December 19th, 2006)

As you know, you and Jacuzzi Brands, Inc. (hereinafter also referred to as “the Company”) are parties to an Employment Agreement dated August 15, 2005 (hereafter, the “2005 Employment Agreement”). The purpose of this letter is to confirm the terms of your separation from employment with the Company as set forth in the 2005 Employment Agreement and further set forth herein.

Jacuzzi Brands Inc – Jacuzzi Brands Announces Receipt of Requisite Consents and Execution of Supplemental Indenture West Palm Beach, FL – December 18, 2006 (December 18th, 2006)

Jacuzzi Brands, Inc. (“Jacuzzi”) announced today the results to date of its previously announced cash tender offer and consent solicitation with respect to the $380 million in aggregate principal amount of its 9 5/8% Senior Secured Notes due 2010 (the “Notes”).

Jacuzzi Brands Inc – SECOND SUPPLEMENTAL INDENTURE TO THE INDENTURE JACUZZI BRANDS, INC., THE GUARANTORS SIGNATORY HERETO AND WILMINGTON TRUST COMPANY as Trustee (December 18th, 2006)

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of December 18, 2006 (this “Supplemental Indenture”), is by and among Jacuzzi Brands, Inc., a Delaware corporation (the “Issuer”), the Guarantors party hereto and Wilmington Trust Company, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Indenture.

Jacuzzi Brands Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (December 7th, 2006)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated October 10, 2006 by and between, Jacuzzi Brands, Inc., a Delaware corporation, with its principal office at Phillips Point — West Tower, 777 South Flagler Drive, Suite 1108, West Palm Beach, Florida 33401 (the “Company”), and Alex P. Marini (“Executive”).

Jacuzzi Brands Inc – THE TRANSACTIONS (December 5th, 2006)

On October 11, 2006, the Company entered into an agreement and plan of merger (the “merger agreement”) with Jupiter Acquisition, LLC, a Delaware limited liability company (“Parent”), and Jupiter Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “merger sub”). Parent and the merger sub are entities affiliated with Apollo Fund VI, L.P., an affiliate of Apollo Management, L.P. (together with its affiliates, “Apollo”). Pursuant to the merger agreement, (i) the merger sub will merge with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent (the “merger”), (ii) at the effective time of the merger, each outstanding share of common stock, par value $0.01 per share, of the Company will be converted into the right to receive $12.50 in cash, without interest (the “merger consideration”), and (iii) at or immediately prior to the effective time of the merger, each outstanding vested or unvested stock option of the Compa

Jacuzzi Brands Inc – Jacuzzi Brands Announces Tender Offer and Consent Solicitation for 9 5/8% Senior Secured Notes due 2010 West Palm Beach, FL – December 4, 2006 (December 5th, 2006)

Jacuzzi Brands, Inc. (“Jacuzzi”) announced today that it has launched a cash tender offer and consent solicitation with respect to the outstanding $380 million in aggregate principal amount of its 9 5/8% Senior Secured Notes due 2010 (the “Notes”).

Jacuzzi Brands Inc – AGREEMENT AND PLAN OF MERGER dated as of October 11, 2006 among JACUZZI BRANDS, INC., JUPITER ACQUISITION, LLC and JUPITER MERGER SUB, INC. (October 11th, 2006)

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 11, 2006 among Jacuzzi Brands, Inc., a Delaware corporation (the “Company”), Jupiter Acquisition, LLC, a Delaware limited liability company (“Parent”), and Jupiter Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).

Jacuzzi Brands Inc – AMENDED AND RESTATED (September 19th, 2006)
Jacuzzi Brands Inc – Contract (July 21st, 2006)

SECOND AMENDMENT made this 17th day of July, 2006 to the Agreement dated as of December 8, 2004 (the “Agreement”) as amended by the First Amendment dated as of August 10, 2005 (the “First Amendment”), each by and between Jacuzzi Brands, Inc., a Delaware corporation (the “Company”) with its principal office in West Palm Beach, Florida, and David H. Clarke, a resident of Wellington, Florida (the “Executive”) (collectively, the “Parties”).

Jacuzzi Brands Inc – Contract (July 20th, 2006)

SECOND AMENDMENT made this 17th day of July, 2006 to the Agreement dated as of December 8, 2004 (the “Agreement”) as amended by the First Amendment dated as of August 10, 2005 (the “First Amendment”), each by and between Jacuzzi Brands, Inc., a Delaware corporation (the “Company”) with its principal office in West Palm Beach, Florida, and David H. Clarke, a resident of Wellington, Florida (the “Executive”) (collectively, the “Parties”).

Jacuzzi Brands Inc – Contract (July 12th, 2006)

THIS STOCK PURCHASE AGREEMENT (“Agreement”) dated as of March 23, 2006 by and between UNITED PACIFIC INDUSTRIES LIMITED, a Bermuda corporation (“Purchaser”); and JACUZZI BRANDS, INC., a Delaware corporation and USI AMERICAN HOLDINGS, INC. (successor-in-interest to USI Global Corp.), a Delaware corporation and wholly-owned subsidiary of Jacuzzi Brands, Inc. (collectively “Seller”).

Jacuzzi Brands Inc – AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT (July 12th, 2006)

AMENDMENT No. 2 dated as of July 10, 2006 (“Amendment No. 2”) to the Stock Purchase Agreement dated as of March 27, 2006 (the “Original Stock Purchase Agreement”), as amended by Amendment dated as of May 4, 2006 (“Amendment No. 1 ” and, together with the Original Stock Purchase Agreement, the “Current Agreement”) by and between the United Pacific Industries Limited (the “Purchaser”) and Jacuzzi Brands, Inc. and USI American Holdings, Inc. (collectively, the “Seller ”).

Jacuzzi Brands Inc – AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (July 12th, 2006)

AMENDMENT dated as of May 4, 2006 to the Stock Purchase Agreement dated as of March 27, 2006 (the “Stock Purchase Agreement ”) by and between the United Pacific Industries Limited (the “Purchaser”) and Jacuzzi Brands, Inc. and USI American Holdings, Inc. (collectively, the “Seller”).

Jacuzzi Brands Inc – SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (June 26th, 2006)
Jacuzzi Brands Inc – STOCK PURCHASE AGREEMENT (March 27th, 2006)

THIS STOCK PURCHASE AGREEMENT (“Agreement”) dated as of March 23, 2006 by and between UNITED PACIFIC INDUSTRIES LIMITED, a Bermuda corporation (“Purchaser”); and JACUZZI BRANDS, INC., a Delaware corporation and USI AMERICAN HOLDINGS, INC. (successor-in-interest to USI Global Corp.), a Delaware corporation and wholly-owned subsidiary of Jacuzzi Brands, Inc. (collectively “Seller”).

Jacuzzi Brands Inc – September 16, 2005 (September 21st, 2005)

As you know, you and Jacuzzi Brands, Inc. (hereinafter also referred to as “the Company”) are parties to an Employment Agreement dated December 27, 2004 (hereafter, the “2004 Employment Agreement”). As a result of the Company’s decision to eliminate your position, you are entitled to certain rights under the 2004 Employment Agreement. The purpose of this letter is to confirm the terms of your separation from employment with the Company as set forth in the 2004 Employment Agreement and further set forth herein.

Jacuzzi Brands Inc – Contract (August 16th, 2005)

FIRST AMENDMENT made this 10th day of August, 2005 to the Agreement dated as of December 8, 2004 (the “Agreement”) by and between Jacuzzi Brands, Inc., a Delaware corporation (the “Company”) with its principal office in West Palm Beach, Florida, and David H. Clarke, a resident of Wellington, Florida (the “Executive”) (collectively, the “Parties”).

Jacuzzi Brands Inc – May 17, 2001 Dear Al: (August 16th, 2005)

In the event of the disposition by U. S. Industries, Inc. (“USI”) of Zurn Plumbing Products, a division of Zurn Industries, Inc., including its affiliates, subsidiaries and divisions comprising the Zurn Plumbing Products businesses, (the “Company”) this is to confirm that you will be eligible for an incentive award (“Incentive Award”) to be paid by USI, subject to each of the terms and conditions set forth below (the “Agreement”).

Jacuzzi Brands Inc – EMPLOYMENT AGREEMENT (August 16th, 2005)

EMPLOYMENT AGREEMENT, made as of August 11, 2005 (the “Commencement Date”) by and between, Jacuzzi Brands, Inc., a Delaware corporation, with its principal office at Phillips Point – West Tower, 777 South Flagler Drive, Suite 1108, West Palm Beach, Florida 33401 (the “Company”), and Alex P. Marini (“Executive”).

Jacuzzi Brands Inc – August 10, 2005 Re: Separation Agreement Dear Don: (August 16th, 2005)

This letter will confirm the terms of your separation from employment with Jacuzzi Brands, Inc. (hereinafter also referred to as “the Company”).

Jacuzzi Brands Inc – AMENDMENT NO. 1 dated as of August 11, 2005 to STANDSTILL AGREEMENT dated as of December 5, 2002 between Jacuzzi Brands, Inc. and Southeastern Asset Management, Inc. (August 12th, 2005)

AMENDMENT NO. 1, dated as of August 11, 2005, to AGREEMENT dated as of December 5, 2002 (the “Agreement”) between Jacuzzi Brands, Inc., a Delaware corporation, formerly known as U.S. Industries, Inc., (the “Company”), and Southeastern Asset Management, Inc., a Tennessee corporation (“Shareholder”).

Jacuzzi Brands Inc – THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (August 11th, 2005)

This Third Amendment to Loan and Security Agreement, dated as of June ___, 2005 (this “Amendment”), is entered into by and among Jacuzzi Brands, Inc., a Delaware corporation (“Parent”), the other borrowers named on the signature page hereto (together with Parent, each a “Borrower” and, collectively, “Borrowers”), Fleet Capital Corporation, a Rhode Island corporation, as administrative agent and collateral agent (in such capacity, “Administrative Agent”) under the Loan and Security Agreement referred to below, Silver Point Finance, LLC, as agent for the Term Loan B Lenders (in such capacity, “Term Loan B Agent”) under the Loan and Security Agreement referred to below, the Revolving Credit Lenders under the Loan and Security Agreement referred to below and the Term Loan B Lenders under the Loan and Security Agreement referred to below.

Jacuzzi Brands Inc – FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND LOAN DOCUMENTS (August 11th, 2005)

This Fourth Amendment to Loan and Security Agreement, dated as of June ___, 2005 (this “Amendment”), is entered into by and among Jacuzzi Brands, Inc., a Delaware corporation (“Parent”), the other borrowers named on the signature page hereto (together with Parent, each a “Borrower” and, collectively, “Borrowers”), Fleet Capital Corporation, a Rhode Island corporation, as administrative agent and collateral agent (in such capacity, “Administrative Agent”) under the Loan and Security Agreement referred to below, Silver Point Finance, LLC, as agent for the Term Loan B Lenders (in such capacity, “Term Loan B Agent”) under the Loan and Security Agreement referred to below, the Revolving Credit Lenders under the Loan and Security Agreement referred to below and the Term Loan B Lenders under the Loan and Security Agreement referred to below.

Jacuzzi Brands Inc – FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (August 11th, 2005)

This Fifth Amendment to Loan and Security Agreement, dated as of June ___, 2005 (this “Amendment”), is entered into by and among Jacuzzi Brands, Inc., a Delaware corporation (“Parent”), the other borrowers named on the signature page hereto (together with Parent, each a “Borrower” and, collectively, “Borrowers”), Fleet Capital Corporation, a Rhode Island corporation, as administrative agent and collateral agent (in such capacity, “Administrative Agent”) under the Loan and Security Agreement referred to below, Silver Point Finance, LLC, as agent for the Term Loan B Lenders (in such capacity, “Term Loan B Agent”) under the Loan and Security Agreement referred to below, the Revolving Credit Lenders under the Loan and Security Agreement referred to below and the Term Loan B Lenders under the Loan and Security Agreement referred to below.

Jacuzzi Brands Inc – CONTRIBUTION AND SALE AGREEMENT (May 25th, 2005)

THIS CONTRIBUTION AND SALE AGREEMENT (this “Agreement”) is made and entered into as of May 19, 2005, by and among (i) Eljer Plumbingware, Inc., a Delaware corporation (“Contributor”), (ii) Jacuzzi Brands Inc., a Delaware corporation (“Parent”), (iii) Eljer One, LLC, a Delaware limited liability company (“LLC 1”), (iv) Eljer Two, LLC, a Delaware limited liability company (“LLC 2”), (v) Eljer Three, LLC, a Delaware limited liability company (“LLC 3”), and (vi) BMK/Eljer Holding Corp., a Delaware corporation (the “Company”). Contributor, Parent, LLC 1, LLC 2, LLC 3 and the Company are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.”

Jacuzzi Brands Inc – AGREEMENT AND PLAN OF MERGER AMONG JACUZZI BRANDS, INC., JUSI HOLDINGS, INC., RHÔNE SWEEP HOLDINGS LLC, RHÔNE SWEEP ACQUISITION LLC, RHÔNE SWEEP ACQUISITION INC. RHÔNE SWEEP ACQUISITION SUB LLC AND REXAIR HOLDINGS, INC. DATED MAY 8, 2005 (May 10th, 2005)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 8, 2005, is made by and among Rhône Sweep Holdings LLC, a Delaware limited liability company (“Parent”), Rhône Sweep Acquisition LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Holdco”), Rhône Sweep Acquisition Inc., a Delaware corporation and wholly-owned subsidiary of Holdco (“Sub”), Rhône Sweep Acquisition Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Sub (“Merger Subsidiary II”), Jacuzzi Brands, Inc., a Delaware corporation (“Jacuzzi”), JUSI Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Jacuzzi (“JUSI”) and Rexair Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of JUSI (the “Company”);

Jacuzzi Brands Inc – EMPLOYMENT AGREEMENT (January 3rd, 2005)

EMPLOYMENT AGREEMENT, made as of December 27, 2004 (the “Commencement Date”) by and between, Jacuzzi Brands, Inc., a Delaware corporation, with its principal office at Phillips Point – West Tower, 777 South Flagler Drive, Suite 1100, West Palm Beach, Florida 33401 (the “Company”), and Robert Hennemuth (“Executive”).

Jacuzzi Brands Inc – CHANGE IN CONTROL AGREEMENT (January 3rd, 2005)

This CHANGE IN CONTROL AGREEMENT (this “Agreement”), is made as of December 27, 2004 by and between by and between, Jacuzzi Brands, Inc., a Delaware corporation, with its principal office at Phillips Point – West Tower, 777 South Flagler Drive, Suite 1100, West Palm Beach, Florida 33401 (the “Company”), and Robert Hennemuth (“Executive”).

Jacuzzi Brands Inc – CHANGE IN CONTROL AGREEMENT (December 10th, 2004)

This CHANGE IN CONTROL AGREEMENT (this “Agreement”), is made as of December 8, 2004, by and between by and between, Jacuzzi Brands, Inc., a Delaware corporation, with its principal office at Phillips Point – West Tower, 777 South Flagler Drive, Suite 1108, West Palm Beach, Florida 33401 (the “Company”), and Donald C. Devine (“Executive”).