1
Exhibit 2.2
AMENDMENT NO. 1 TO
STOCK PURCHASE AND SALE AGREEMENT
This Amendment No. 1 (the "Amendment") to the Stock Purchase and Sale
Agreement (the "Agreement") dated as of March 9, 1998 by and between ▇▇▇▇▇▇▇▇
Y&N Holdings, Inc., a Delaware corporation (the "Seller"), and NTK Sub, Inc., a
Delaware corporation (the "Buyer"), is entered into as of the 11th day of May,
1998. Capitalized terms used herein and not otherwise defined shall have the
same meaning as in the Agreement.
WHEREAS, the Parties desire to amend certain provisions of the Agreement
as set forth below.
NOW THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the Parties agree as follows:
1. Section 7.1(e) of the Agreement is hereby amended by replacing the
two references therein to "June 19, 1998" with "July 3, 1998".
2. Clause (ii) of Section 7.2(b) of the Agreement is hereby amended by
replacing the reference therein to "May 15, 1998" with "May 29, 1998".
3. Clause (iii) of Section 7.2(b) of the Agreement is hereby amended by
replacing the reference therein to "May 29, 1998" with "June 12, 1998".
4. Section 7.1(c) of the Agreement is hereby amended by replacing the
reference therein to "July 17, 1998" with "July 31, 1998".
5. Section 7.1(d) of the Agreement is hereby amended by replacing the
reference therein to "July 17, 1998" with "July 31, 1998".
6. Section 7.1(f) of the Agreement is hereby amended by replacing the
reference therein to "July 10, 1998" with "July 24, 1998".
7. Clause (iii) of Section 7.2(c) of the Agreement is hereby amended by
replacing the reference therein to "July 10, 1998" with "July 24, 1998".
8. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute
one and the same instrument. This Amendment may be executed by facsimile
signature.
9. Except as amended hereby, the Agreement shall remain in full force
and effect in accordance with its terms.
2
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of
the date first above written.
▇▇▇▇▇▇▇▇ Y&N HOLDINGS, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇ ▇▇▇▇▇
---------------------------------
Title: Head Group Manager
---------------------------------
▇▇▇▇▇▇▇▇ PLC
By: /s/ ▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇ ▇▇▇▇▇
---------------------------------
Title: Head Group Manager
---------------------------------
NTK SUB, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Title: VICE PRESIDENT
---------------------------------
NORTEK, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Title: VICE PRESIDENT, GENERAL COUNSEL
---------------------------------
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3
AMENDMENT NO. 2 TO
STOCK PURCHASE AND SALE AGREEMENT
This Amendment No. 2 (the "Amendment") to the Stock Purchase and Sale
Agreement dated as of March 9, 1998 (as amended by Amendment No. 1 thereto
dated May 11, 1998, the "Agreement") by and between ▇▇▇▇▇▇▇▇ Y&N Holdings, Inc.,
a Delaware corporation (the "Seller"), and NTK Sub, Inc., a Delaware
corporation (the "Buyer"), is entered into as of the 28th day of May, 1998.
Capitalized terms used herein and not otherwise defined shall have the same
meaning as in the Agreement.
WHEREAS, the Parties desire to amend certain provisions of the Agreement
as set forth below,
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the Parties agree as follows:
1. Section 7.1(e) of the Agreement is hereby amended by replacing the
two references therein to "July 3, 1998" with "July 13, 1998".
2. Clause (ii) of Section 7.2(b) of the Agreement is hereby amended by
replacing the reference therein to "May 29, 1998" with "June 8, 1998".
3. Clause (iii) of Section 7.2(b) of the Agreement is hereby amended by
replacing the reference therein to "June 12, 1998" with "June 22, 1998".
4. Section 7.1(c) of the Agreement is hereby amended by replacing the
reference therein to "July 31, 1998" with "August 10, 1998".
5. Section 7.1(d) of the Agreement is hereby amended by replacing the
reference therein to "July 31, 1998" with "August 10, 1998".
6. Section 7.1(f) of the Agreement is hereby amended by replacing the
reference therein to "July 24, 1998" with "August 3, 1998".
7. Clause (iii) of Section 7.2(c) of the Agreement is hereby amended by
replacing the reference therein to "July 24, 1998" with "August 3, 1998".
8. If requested by the Seller, the Buyer shall cause Standby Letter of
Credit No. RS1093819 (Date of Issue: March 9, 1998), which was previously
issued by Fleet National Bank pursuant to Section 7.2(d) of the Agreement, to
be amended prior to July 31, 1998 to extend the "Expiration Date" (as defined
therein) to a date that is on or after August 10, 1998.
4
9. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute
one and the same instrument. This Amendment may be executed by facsimile
signature.
10. Except as amended hereby, the Agreement shall remain in full force
and effect in accordance with its terms.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of
the date first above written.
▇▇▇▇▇▇▇▇ Y&N HOLDINGS, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇ ▇▇▇▇▇
-----------------------------------
Title: HEAD GROUP MANAGER
----------------------------------
▇▇▇▇▇▇▇▇ PLC
By: /s/ ▇▇▇ ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇ ▇▇▇▇▇
-----------------------------------
Title: HEAD GROUP MANAGER
----------------------------------
NTK SUB, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Title: Vice President
----------------------------------
NORTEK, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Title: Vice President, General Counsel
----------------------------------
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5
AMENDMENT NO. 3 TO
STOCK PURCHASE AND SALE AGREEMENT
This Amendment No. 3 (the "Amendment") to the Stock Purchase and Sale
Agreement dated as of March 9, 1998 (as amended by Amendment No. 1 thereto
dated May 11, 1998 and Amendment No. 2 thereto dated May 28, 1998, the
"Agreement") by and between ▇▇▇▇▇▇▇▇ Y&N Holdings, Inc., a Delaware corporation
(the "Seller"), and NTK Sub, Inc., a Delaware corporation (the "Buyer"), is
entered into as of the 3rd day of June, 1998. Capitalized terms used herein and
not otherwise defined shall have the same meaning as in the Agreement.
WHEREAS, the Parties desire to amend certain provisions of the Agreement
as set forth below,
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the Parties agree as follows:
1. Section 7.1(e) of the Agreement is hereby amended by replacing the
two references therein to "July 13, 1998" with "July 20, 1998".
2. Clause (ii) of Section 7.2(b) of the Agreement is hereby amended by
replacing the reference therein to "June 8, 1998" with "June 15, 1998".
3. Clause (iii) of Section 7.2(b) of the Agreement is hereby amended by
replacing the reference therein to "June 22, 1998" with "June 29, 1998".
4. Section 7.1(c) of the Agreement is hereby amended by replacing the
reference therein to "August 10, 1998" with "August 17, 1998".
5. Section 7.1(d) of the Agreement is hereby amended by replacing the
reference therein to "August 10, 1998" with "August 17, 1998".
6. Section 7.1(f) of the Agreement is hereby amended by replacing the
reference therein to "August 3, 1998" with "August 10, 1998".
7. Clause (iii) of Section 7.2(c) of the Agreement is hereby amended by
replacing the reference therein to "August 3, 1998" with "August 10, 1998".
8. If requested by the Seller, the Buyer shall cause Standby Letter of
Credit No. RS1093819 (Date of Issue: March 9, 1998), which was previously
issued by Fleet National Bank pursuant to Section 7.2(d) of the Agreement, to
be amended prior to July 31, 1998 to extend the "Expiration Date" (as defined
therein) to a date that is on or after August 17, 1998.
6
9. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute
one and the same instrument. This Amendment may be executed by facsimile
signature.
10. Except as amended hereby, the Agreement shall remain in full force
and effect in accordance with its terms.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of
the date first above written.
▇▇▇▇▇▇▇▇ Y&N HOLDINGS, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇ ▇▇▇▇▇
-----------------------------------
Title: Head Group Manager
----------------------------------
▇▇▇▇▇▇▇▇ PLC
By: /s/ ▇▇▇ ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇ ▇▇▇▇▇
-----------------------------------
Title: Head Group Manager
-----------------------------------
NTK SUB, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------
Title: Vice President
-----------------------------
NORTEK, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------
Title: Vice President,
General Counsel
------------------------------
-2-
7
AMENDMENT NO. 4 TO
STOCK PURCHASE AND SALE AGREEMENT
This Amendment No. 4 (the "Amendment") to the Stock Purchase and Sale
Agreement dated as of March 9, 1998 (as amended by Amendment No. 1 thereto dated
May 11, 1998, Amendment No. 2 thereto dated May 28, 1998, and Amendment No. 3
thereto dated June 3, 1998, the "Agreement") by and between ▇▇▇▇▇▇▇▇ Y&N
Holdings, Inc., a Delaware corporation (the "Seller"), and NTK Sub, Inc., a
Delaware corporation (the "Buyer"), is entered into as of the 11th day of June,
1998. Capitalized terms used herein and not otherwise defined shall have the
same meaning as in the Agreement.
WHEREAS, the Parties desire to amend certain provisions of the Agreement as
set forth below,
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the Parties agree as follows:
1. Section 7.1(e) of the Agreement is hereby amended by replacing the two
references therein to "July 20, 1998" with "July 27, 1998".
2. Clause (ii) of Section 7.2(b) of the Agreement is hereby amended by
replacing the reference therein to "June 15, 1998" with "June 22, 1998".
3. Clause (iii) of Section 7.2(b) of the Agreement is hereby amended by
replacing the reference therein to "June 29, 1998" with "July 6, 1998".
4. Section 7.1(c) of the Agreement is hereby amended by replacing the
reference therein to "August 17, 1998" with "August 24, 1998".
5. Section 7.1(d) of the Agreement is hereby amended by replacing the
reference therein to "August 17, 1998" with "August 24, 1998".
6. Section 7.1(f) of the Agreement is hereby amended by replacing the
reference therein to "August 10, 1998" with "August 17, 1998".
7. Clause (iii) of Section 7.2(c) of the Agreement is hereby amended by
replacing the reference therein to "August 10, 1998" with "August 17, 1998".
8. If requested by the Seller, the Buyer shall cause Standby Letter of
Credit No. RS1093819 (Date of Issue: March 9, 1998), which was previously issued
by Fleet National Bank pursuant to Section 7.2(d) of the Agreement, to be
amended prior to July 31, 1998 to extend the "Expiration Date" (as defined
therein) to a date that is on or after August 24, 1998.
8
9. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute
one and the same instrument. This Amendment may be executed by facsimile
signature.
10. Except as amended hereby, the Agreement shall remain in full force
and effect in accordance with its terms.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of
the date first above written.
▇▇▇▇▇▇▇▇ Y&N HOLDINGS, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇ ▇▇▇▇▇
-----------------------------------
Title: Head Group Manager
----------------------------------
▇▇▇▇▇▇▇▇ PLC
By: /s/ ▇▇▇ ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇ ▇▇▇▇▇
-----------------------------------
Title: Head Group Manager
----------------------------------
NTK SUB, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Title: VICE PRESIDENT
----------------------------------
NORTEK, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Title: VICE PRESIDENT, GENERAL COUNSEL
----------------------------------
-2-
9
AMENDMENT NO. 5 TO
STOCK PURCHASE AND SALE AGREEMENT
This Amendment No. 5 (the "Amendment") to the Stock Purchase and Sale
Agreement dated as of March 9, 1998 (as amended by Amendment No. 1 thereto dated
May 11, 1998, Amendment No. 2 thereto dated May 28, 1998, Amendment No. 3
thereto dated June 3, 1998, and Amendment No. 4 thereto dated June 11, 1998, the
"Agreement") by and between ▇▇▇▇▇▇▇▇ Y&N Holdings, Inc., a Delaware corporation
(the "Seller"), and NTK Sub,Inc., a Delaware corporation (the "Buyer"), is
entered into as of the 18th day of June, 1998. Capitalized terms used herein and
not otherwise defined shall have the same meaning as in the Agreement.
WHEREAS, the Parties desire to amend certain provisions of the Agreement
as set forth below,
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the Parties agree as follows:
1. Section 7.1(e) of the Agreement is hereby amended by replacing the
two references therein to "July 27, 1998" with "August 3, 1998".
2. Clause (ii) of Section 7.2(b) of the Agreement is hereby amended by
replacing the reference therein to "June 22, 1998" with "June 29, 1998".
3. Clause (iii) of Section 7.2(b) of the Agreement is hereby amended by
replacing the reference therein to "July 6, 1998" with "July 13, 1998".
4. Section 7.1(c) of the Agreement is hereby amended by replacing the
reference therein to "August 24, 1998" with "August 31, 1998".
5. Section 7.1(d) of the Agreement is hereby amended by replacing the
reference therein to "August 24, 1998" with "August 31, 1998".
6. Section 7.1(f) of the Agreement is hereby amended by replacing the
reference therein to "August 17, 1998" with "August 24, 1998".
7. Clause (iii) of Section 7.2(c) of the Agreement is hereby amended by
replacing the reference therein to "August 17, 1998" with "August 24, 1998".
8. If requested by the Seller, the Buyer shall cause Standby Letter of
Credit No. RS1093S19 (Date of Issue: March 9, 1998), which was previously
issued by Fleet National Bank pursuant to Section 7.2(d) of the Agreement, to
be amended prior to July 31, 1998 to extend the "Expiration Date" (as defined
therein) to a date that is on or after August 31, 1998.
10
9. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute
one and the same instrument. This Amendment may be executed by facsimile
signature.
10. Except as amended hereby, the Agreement shall remain in full force
and effect in accordance with its terms.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of
the date first above written.
▇▇▇▇▇▇▇▇ Y&N HOLDINGS, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇
----------------------
Name: ▇▇▇ ▇▇▇▇▇
----------------------
Title: Head Group Manager
----------------------
▇▇▇▇▇▇▇▇ PLC
By: /s/ ▇▇▇ ▇▇▇▇▇
----------------------
Name: ▇▇▇ ▇▇▇▇▇
----------------------
Title: Head Group Manager
----------------------
NTK SUB, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------
Title: Vice President
----------------------
NORTEK, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------
Title: Vice President,
General Counsel
----------------------
-2-
11
AMENDMENT NO. 6 TO
STOCK PURCHASE AND SALE AGREEMENT
This Amendment No. 6 (the "Amendment") to the Stock Purchase and Sale
Agreement dated as of March 9, 1998 (as amended by Amendment No. 1 thereto
dated May 11, 1998, Amendment No. 2 thereto dated May 28, 1998, Amendment No. 3
thereto dated June 3, 1998, Amendment No. 4 thereto dated June 11, 1998, and
Amendment No. 5 thereto dated June 18, 1998, the "Agreement) by and between
▇▇▇▇▇▇▇▇ Y&N Holdings, Inc., a Delaware corporation (the "Seller"), and NTK
Sub, Inc., a Delaware corporation (the "Buyer"), is entered into as of the 26th
day of June, 1998. Capitalized terms used herein and not otherwise defined
shall have the same meaning as in the Agreement.
WHEREAS, the Parties desire to amend certain provisions of the Agreement
as set forth below,
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the Parties agree as follows:
1. Section 7.1(e) of the Agreement is hereby amended by replacing the
two references therein to "August 3, 1998" with "August 17, 1998".
2. Clause (ii) of Section 7.2(b) of the Agreement is hereby amended by
replacing the reference therein to "June 29, 1998" with "July 13, 1998".
3. Clause (iii) of Section 7.2(b) of the Agreement is hereby amended by
replacing the reference therein to "July 13, 1998" with "July 27, 1998".
4. Section 7.1(c) of the Agreement is hereby amended by replacing the
reference therein to "August 31, 1998" with "September 14, 1998".
5. Section 7.1(d) of the Agreement is hereby amended by replacing the
reference therein to "August 31, 1998" with "September 14, 1998".
6. Section 7.1(f) of the Agreement is hereby amended by (i) replacing
the reference therein to "August 24, 1998" with "September 8, 1998" and (ii)
replacing the reference therein to "45 days" with "30 days".
7. Clause (iii) of Section 7.2(c) of the Agreement is hereby amended by
(i) replacing the reference therein to "August 24, 1998" with "September 8,
1998" and (ii) replacing the reference therein to "45 days" with "30 days".
8. Section 1.3 of the Agreement is hereby amended by replacing the
reference therein to "45 days" with "30 days".
12
9. If requested by the Seller, the Buyer shall cause Standby Letter of
Credit No. RS1093819 (Date of Issue: March 9, 1998), which was previously
issued by Fleet National Bank pursuant to Section 7.2(d) of the Agreement, to
be amended prior to July 31, 1998 to extend the "Expiration Date" (as defined
therein) to a date that is on or after September 14, 1998.
10. Section 4.2 of the Agreement is hereby amended by deleting the final
sentence thereof and replacing it with the following:
"For purposes of this Agreement, the term "FTC Clearance Date" shall
mean the first of the following dates to occur: (i) the date that the
post-Second-Request compliance waiting period applicable to the
consummation of the transactions contemplated by this Agreement under
the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act has expired without the FTC seeking to
restrain or enjoin consummation of the transactions contemplated by
this Agreement; (ii) the date that the post-Second-Request compliance
waiting period applicable to the consummation of the transactions
contemplated by this Agreement under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act has
been terminated by the FTC with the indication that the FTC will not
seek to restrain or enjoin consummation of the transactions
contemplated by this Agreement; and (iii) the date that the
post-Second-Request compliance waiting period applicable to the
consummation of the transactions contemplated by this Agreement under
the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act has been terminated by the FTC concurrently
with or following the FTC's provisional acceptance of a consent decree
executed by or on behalf of the Buyer or an Affiliate of the Buyer."
11. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute
one and the same instrument. This Amendment may be executed by facsimile
signature.
12. Except as amended hereby, the Amendment shall remain in full force
and effect in accordance with its terms.
-2-
13
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 6
as of the date first above written.
▇▇▇▇▇▇▇▇ Y&N HOLDINGS, INC.
BY: /s/ ▇▇▇ ▇▇▇▇▇
---------------------------
Name: ▇▇▇ ▇▇▇▇▇
---------------------------
Title: Head Group Manager
---------------------------
▇▇▇▇▇▇▇▇ PLC
By: /s/ ▇▇▇ ▇▇▇▇▇
---------------------------
Name: ▇▇▇ ▇▇▇▇▇
---------------------------
Title: Head Group Manager
---------------------------
NTK SUB, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------
Title: Vice President
------------------------
NORTEK, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------
Title: Vice President,
General Manger
------------------------
-3-
14
AMENDMENT NO. 7 TO
STOCK PURCHASE AND SALE AGREEMENT
This Amendment No. 7 (the "Amendment") to the Stock Purchase and Sale
Agreement dated as of March 9, 1998 (as amended by Amendment No. 1 thereto dated
May 11, 1998, Amendment No. 2 thereto dated May 28, 1998, Amendment No. 3
thereto dated June 3, 1998, Amendment No. 4 thereto dated June 11, 1998,
Amendment No. 5 thereto dated June 18, 1998 and Amendment No. 6 thereto dated
June 26, 1998, the "Agreement") by and between ▇▇▇▇▇▇▇▇ Y&N Holdings, Inc., a
Delaware corporation (the "Seller"), and NTK Sub, Inc., a Delaware corporation
(the "Buyer"), is entered into as of the 8th day of July, 1998. Capitalized
terms used herein and not otherwise defined shall have the same meaning as in
the Agreement.
WHEREAS, the Parties desire to amend certain provisions of the Agreement as
set forth below,
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the Parties agree as follows:
1. Section 7.1(e) of the Agreement is hereby amended by replacing the two
references therein to "August 17, 1998" with "August 31, 1998".
2. Clause (ii) of Section 7.2(b) of the Agreement is hereby amended by
replacing the reference therein to "July 13, 1998" with "July 27, 1998".
3. Clause (iii) of Section 7.2(b) of the Agreement is hereby amended by
replacing the reference therein to "July 27, 1998" with "August 10, 1998".
4. Section 7.1(c) of the Agreement is hereby amended by replacing the
reference therein to "September 14, 1998" with "September 28, 1998".
5. Section 7.1(d) of the Agreement is hereby amended by replacing the
reference therein to "September 14, 1998" with "September 28, 1998".
6. Section 7.1(f) of the Agreement is hereby amended by replacing the
reference therein to "September 8, 1998" with "September 21, 1998".
7. Clause (iii) of Section 7.2(c) of the Agreement is hereby amended by (i)
replacing the reference therein to "September 8, 1998" with "September 21,
1998".
8. If requested by the Seller, the Buyer shall cause Standby Letter of
Credit No. RS1093819 (Date of Issue: March 9, 1998), which was previously issued
by Fleet National Bank pursuant to Section 7.2(d) of the Agreement, to be
amended prior to July 31, 1998 to extend the "Expiration Date" (as defined
therein) to a date that is on or after September 28, 1998.
9. Section 4.2 of the Agreement is hereby amended by deleting the final
sentence thereof and replacing it with the following:
"For purposes of this Agreement, the term "FTC Clearance Date" shall
mean the first of the following dates to occur: (i) the date that the
post-Second-Request compliance waiting period applicable to the
consummation of the
15
transactions contemplated by this Agreement under the
▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act has expired without the FTC seeking to restrain
or enjoin consummation of the transactions contemplated by this
Agreement: (ii) the date that the post-Second-Request compliance
waiting period applicable to the consummation of the transactions
contemplated by this Agreement under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act has
been terminated by the FTC with the indication that the FTC will not
seek to restrain or enjoin consummation of the transactions
contemplated by this Agreement; and (iii) the date that the
post-Second-Request compliance waiting period applicable to the
consummation of the transactions contemplated by this Agreement under
the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act has been terminated by the FTC concurrently
with or following the FTC's provisional acceptance of a consent decree
executed by or on behalf of the Buyer or an Affiliate of the Buyer
pursuant to the Agreement to Hold Separate and the Consent Order
entered into between the Buyer and the FTC (File No. 981-0111)."
10. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument. This Amendment may be executed by facsimile signature.
11. Except as amended hereby, the Agreement shall remain in full force and
effect in accordance with its terms.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 7
as of the date first above written.
▇▇▇▇▇▇▇▇ Y&N HOLDINGS, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇ ▇▇▇▇▇
--------------------------------------
Title: Head Group Mgr and Corporate Affairs
-------------------------------------
▇▇▇▇▇▇▇▇ PLC
By: /s/ ▇▇▇ ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇ ▇▇▇▇▇
--------------------------------------
Title: Head Group Mgr and Corporate Affairs
-------------------------------------
NTK SUB, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------
Title: Vice President
-------------------------------------
NORTEK, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------
Title: Vice President, General Counsel
-------------------------------------
-2-
16
AMENDMENT NO. 8 TO
STOCK PURCHASE AND SALE AGREEMENT
This Amendment No. 8 (the "Amendment") to the Stock Purchase and Sale
Agreement dated as of March 9, 1998 (as amended by Amendment No.1 thereto dated
May 11, 1998, Amendment No. 2 thereto dated May 28, 1998, Amendment No. 3
thereto dated June 3, 1998, Amendment No. 4 thereto dated June 11, 1998,
Amendment No. 5 thereto dated June 18, 1998, Amendment No. 6 thereto dated June
26, 1998 and Amendment No. 7 thereto dated July 8, 1998, the "Agreement") by and
between ▇▇▇▇▇▇▇▇ Y&N Holdings, Inc., a Delaware corporation (the "Seller"), and
NTK Sub, Inc., a Delaware corporation (the "Buyer"), is entered into as of the
23rd day of July, 1998. Capitalized terms used herein and not otherwise defined
shall have the same meaning as in the Agreement.
WHEREAS, the Parties desire to amend the provision of the Agreement as set
forth below,
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the Parties agree as follows:
1. Section 7.1(e) of the Agreement is hereby amended by replacing the two
references therein to "August 31, 1998" with "September 8, 1998."
2. Clause (ii) of Section 7.2(b) of the Agreement is hereby amended by
replacing the reference therein to "July 27, 1998" with "August 3, 1998."
3. Clause (iii) of Section 7.2(b) of the Agreement is hereby amended by
replacing the reference therein to "August 10, 1998" with "August 17, 1998."
4. Section 7.1(c) of the Agreement is hereby amended by replacing the
reference therein to "September 28, 1998" with "October 5, 1998."
5. Section 7.1(d) of the Agreement is hereby amended by replacing the
reference therein to "September 28, 1998" with "October 5, 1998."
6. Section 7.1(f) of the Agreement is hereby amended by replacing the
reference therein to "September 21, 1998" with "September 28,1998."
7. Clause (iii) of Section 7.2(c) of the Agreement is hereby amended by
replacing the reference therein to "September 21, 1998" with "September 28,
1998."
8. If requested by the Seller, the Buyer shall cause Standby Letter of
Credit No. RS1093819 (Date of Issue: March 9, 1998), which was previously issued
by Fleet National Bank pursuant to Section 7.2(d) of the Agreement, to be
amended on or prior to July 31, 1998 to extend the "Expiration Date" (as defined
therein) to a date that is on or after October 5, 1998.
17
9. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute
one and the same instrument. This Amendment may be executed by facsimile
signature.
10. Except as amended hereby, the Agreement shall remain in full force
and effect in accordance with its terms.
11. IN WITNESS WHEREOF, the Parties hereto have executed this Amendment
No. 8 as of the date first above written.
▇▇▇▇▇▇▇▇ Y&N HOLDINGS, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇
------------------------------------
Name: ▇▇▇ ▇▇▇▇▇
Title:
▇▇▇▇▇▇▇▇ PLC
By: /s/ ▇▇▇ ▇▇▇▇▇
------------------------------------
Name: ▇▇▇ ▇▇▇▇▇
Title:
NTK SUB, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
NORTEK, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President, General Manager
-2-
18
AMENDMENT NO. 9 TO
STOCK PURCHASE AND SALE AGREEMENT
This Amendment No. 9 (the "Amendment") to the Stock Purchase and Sale
Agreement dated as of March 9, 1998, (as amended by Amendment No. 1 thereto
dated May 11, 1998, Amendment No. 2 thereto dated May 28, 1998, Amendment No. 3
thereto dated June 3, 1998, Amendment No. 4 thereto dated June 11, 1998,
Amendment No. 5 thereto dated June 18, 1998, Amendment No. 6 thereto dated June
26, 1998, Amendment No. 7 thereto dated July 8, 1998 and Amendment No. 8
thereto dated July 23, 1998 (the "Agreement") by and between ▇▇▇▇▇▇▇▇ Y&N
Holdings, Inc., a Delaware corporation (the "Seller"), and NTK Sub, Inc., a
Delaware corporation (the "Buyer"), is entered into as of the 28th day of July,
1998. Capitalized terms used herein and not otherwise defined shall have the
same meaning as in the Agreement.
WHEREAS, the Parties desire to amend the provision of the Agreement as set
forth below,
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the Parties agree as follows:
1. Section 1.4(a)(I) of the Agreement is hereby amended by adding the
following proviso at the end of the first sentence:
"provided however, that if the Closing occurs on or before July 31st, then
the Closing Balance Sheet Date shall be August 1, 1998."
2. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute
one and the same instrument. This Amendment may be executed by facsimile
signature.
3. Except as amended hereby, the Agreement shall remain in full force
and effect in accordance with its terms.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 9
as of the date first above written.
▇▇▇▇▇▇▇▇ Y&N HOLDINGS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Title: Associate Director of
Corporate Finance
-----------------------
19
▇▇▇▇▇▇▇▇ PLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Associate Director of Corporate
Finance
NTK SUB, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
NORTEK, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President, General Manager &
Secretary
-2-
