Exhibit 2.2
AMENDMENT TO DISTRIBUTION
AGREEMENT
This AMENDMENT TO DISTRIBUTION
AGREEMENT (this “ Amendment ”), dated as of
August 4, 2005, by and between FORTUNE BRANDS, INC., a Delaware
corporation (“ Fortune ”), and ACCO WORLD
CORPORATION, a Delaware corporation (“ ACCO ”),
is entered into to amend the Distribution Agreement, dated as of
March 15, 2005, by and between Fortune and ACCO (the “
Agreement ”) in the following particulars
only:
WITNESSETH
:
WHEREAS, Fortune and ACCO desire to
amend the Agreement as set forth herein;
NOW, THEREFORE, in consideration of
the premises and of the respective agreements and covenants
hereinafter contained, the parties hereby agree as
follows:
1. Definitions . Capitalized
terms used in this Amendment and defined in the Agreement shall
have the meanings ascribed to such terms in the Agreement, as
amended hereby.
2. Amendment of Section 1.01
. Section 1.01 of the Agreement is hereby amended as
follows:
(a) The definition of the term
“ACCO Cash” is amended by deleting the phrase
“the day immediately preceding” from the fourth line
thereof.
(b) The definition of the term
“ACCO Option Dilution Amount” is hereby deleted and
restated in its entirety as follows:
“‘ ACCO Option
Dilution Amount ’ means the amount of dilution of
ACCO Common Stock that would be attributed to Fortune Converted
Options, calculated according to the treasury method and using an
implied price for ACCO Common Stock equal to the GBC/ACCO Implied
Market Price and assuming the conversion of all Fortune Options
into Fortune Converted Options in accordance with Section 2.7 of
the Merger Agreement, it being understood that, in accordance with
the treasury method, no dilution shall be attributable to Fortune
Converted Options that, based on the foregoing assumptions, will
have an exercise price that is greater than or equal to the
GBC/ACCO Implied Market Price.”
(c) The definition of the term
“Distribution Date Intercompany Loan Balance” is hereby
deleted and restated in its entirety as follows:
“‘ Distribution
Date Intercompany Loan Balance ’ means the net sum of
the aggregate amounts outstanding and owed by the Fortune Group to
the ACCO Group or the ACCO Group to the Fortune Group under
intercompany cash management loan accounts between Fortune and its
Subsidiaries, on one hand, and ACCO and its Subsidiaries, on the
other hand, immediately prior to cancellation thereof pursuant to
clause (A) and clause (B) of Section 2.04(b)(i).”
(d) The definition of the term
“GBC Fully Diluted Shares” is hereby deleted and
restated in its entirety as follows:
“‘ GBC Fully
Diluted Shares ’ means the number of fully diluted
shares of GBC Common Stock outstanding at the Effective Time
(including in respect of GBC Class B Common Stock, options to
purchase GBC Common Stock and GBC Restricted Stock Units (each as
defined in the Merger Agreement)), calculated according to the
treasury method and using an implied price for GBC Common Stock
equal to the GBC/ACCO Implied Market Price, it being understood
that, in accordance with the treasury method, no dilution shall be
attributable to options to purchase GBC Common Stock that have an
exercise price that is greater than
