0001104659-02-003765 Sample Contracts

Contract
Us Industries Inc /De • August 13th, 2002 • Heating equip, except elec & warm air; & plumbing fixtures

AMENDMENT made the 5th day of June, 2002, to the employment agreement (the “Employment Agreement”) dated as of January 23, 2001 by and between U.S. Industries, Inc., a Delaware Corporation, with its principal office at 777 S. Flagler Drive, Suite, 1108, West Palm Beach, Florida 33401 (“USI”) and Allan D. Weingarten (the “Executive”).

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TERMINATION AGREEMENT AND GENERAL RELEASE
Termination Agreement and General Release • August 13th, 2002 • Us Industries Inc /De • Heating equip, except elec & warm air; & plumbing fixtures • New Jersey

This is an agreement and general release (the “Agreement”), by and between James O’Leary (“Executive”, “you” or “your”) and U.S. Industries, Inc. (the “Company”), regarding the termination of the Executive’s employment by the Company without Cause (as defined in Executive’s Restated Employment Agreement, dated September 1, 1999, as amended thereafter (the “Employment Agreement”)), following the closing of the lighting transaction.

STOCK AND ASSET PURCHASE AGREEMENT dated as of May 17, 2002 by and among U.S. INDUSTRIES, INC., ELJER PLUMBINGWARE, INC., SELKIRK, INC., SELKIRK CANADA U.S.A., INC., SELKIRK CANADA, INC., SELKIRK ACQUISITION PARTNERS, L.P. and
Stock and Asset Purchase Agreement • August 13th, 2002 • Us Industries Inc /De • Heating equip, except elec & warm air; & plumbing fixtures • New York

AGREEMENT, dated as of May 17, 2002, by and among Eljer Plumbingware, Inc., a Delaware corporation (“Eljer”), Selkirk, Inc., a Delaware corporation (“Selkirk”), Selkirk Canada U.S.A., Inc., a Delaware corporation (“Selkirk Canada USA”) and Selkirk Canada, Inc., a Canadian corporation (“Selkirk Canada”, and together with Eljer, Selkirk, and Selkirk Canada USA, “Sellers” and each, a “Seller”), Selkirk Acquisition Partners, L.P., a Delaware limited partnership (“Buyer”) and, with respect to Section 12.15 only, Tinicum Capital Partners, L.P. (“Tinicum”) and with respect to Sections 5.04, 5.05, 5.09, 8.01(c), 8.01(d) and 12.15 only, U.S. Industries, Inc., a Delaware corporation (“USI”).

MASTER AGREEMENT
Master Agreement • August 13th, 2002 • Us Industries Inc /De • Heating equip, except elec & warm air; & plumbing fixtures • New York

This AMENDMENT NO. 1 dated as of June 30, 2002, to the Amendment, Restatement, General Provisions and Intercreditor Agreement dated as of August 15, 2001 between U.S. Industries, Inc­(‘‘USI’’), USI Global Corp., USI American Holdings, inc., USI Atlantic Corp., Rexair Holdings, Inc., Rexair, Inc. and the other subsidiaries of USI party thereto as Loan Parties, Wilmington Trust Company and David A. Vanaskey, not in their individual capacities, but solely as Collateral Trustees, Bank of America, N.A., as agent and the various bank and other lender parties thereto (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Master Agreement”). Capitalized terms used without definition in this Amendment shall have the meanings set forth in the Master Agreement.

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