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Exhibit 10.20
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FIRST AMENDMENT TO MANAGEMENT AGREEMENT
WITH BERKSHIRE PARTNERS, LLC
Reference is made to a Management Agreement dated as of November 26,
1997 between Berkshire Partners, LLC, a Massachusetts limited liability company
(the "Consultant") and Xxxxxx Products Corp., a Massachusetts corporation (the
"Company") (the "Management Agreement").
WHEREAS, pursuant to an Agreement and Plan of Merger dated December 17,
1998, the Company and its subsidiary, Xxxxxxxx Acquisition Corp. ("Xxxxxxxx")
agreed to acquire all the outstanding stock of The Rival Company ("Rival") on
the terms and conditions set forth therein (the "Merger Agreement");
WHEREAS, the Consultant has provided a substantial service as an
assistant to the Company in conjunction with the Merger Agreement;
WHEREAS, the Consultant and the Company desire to amend the Management
Agreement to reflect such services, and the additional services to be provided
by the Consultant from and after the purchase of shares of Rival stock and/or
the merger of Xxxxxxxx with and into Rival, all as provided in the Merger
Agreement.
NOW, THEREFORE, in consideration of the foregoing and the rights and
obligations set forth herein, the parties agree as follows:
1. Section 5.2 of the Management Agreement is hereby amended to
change the amount set forth therein from $400,000 to $500,000,
to be paid in equal monthly installments on the first day of
each month commencing with the first day of the month
immediately following the date of this First Amendment.
2. The Company shall pay to the Consultant, on the date hereof, a
structuring fee in the amount of $2 million for arranging
financing, consulting with management of the Company, and
providing certain other services on behalf of the Company in
conjunction with the Merger Agreement.
3. As amended hereby, the Management Agreement is hereby
ratified, confirmed and approved in all respects.
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IN WITNESS WHEREOF, the parties have duly executed this agreement as a
sealed instrument on this 5th day of February, 1999.
BERKSHIRE PARTNERS, LLC
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Managing Director
XXXXXX PRODUCTS CORP.
By: /s/ Jordan X. Xxxx
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Jordan X. Xxxx, President
