EXHIBIT 2(a)(i)
AMENDMENT NO. 5 TO TRANSACTION AGREEMENT
This Amendment No. 5 to Transaction Agreement (this "Amendment") is
made as of the 30 day of April, 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, and
Amendment No. 4 to Transaction Agreement dated as of October 15, 1998 (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, 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
