EXHIBIT 10.8
AMENDMENT NO. 2
TO
PURCHASE AGREEMENT
This Amendment No. 2 to the Purchase Agreement dated May 8, 1998 by and
between Elekta AB (Publ), a corporation organized and existing under the laws of
Sweden (the "Seller") and Nitinol Medical Technologies, Inc., a corporation
organized under the laws of the State of Delaware (the "Buyer"), as amended by
that certain Amendment No. 1 to Purchase Agreement dated as of July 8, 1998, is
entered into as of November __, 1998 by and between the Seller and the Buyer.
WHEREAS, the Buyer and the Seller have agreed to amend the Purchase
Agreement as hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises and undertakings
herein contained, and for other good and valuable consideration, the parties
agree as follows:
1. All capitalized terms used herein shall have the meanings assigned to them
in the Purchase Agreement.
2. Section 5.6 of the Purchase Agreement is hereby amended by deleting it in
its entirety and inserting the following in lieu thereof:
"5.6 Intercompany Debt.
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5.6.1 Between the Effective Date and the date of
Amendment No. 2 to Purchase Agreement, the Acquired Companies shall have paid to
(or Buyer shall have caused the Acquired Companies to pay to) or offset with
Seller and its Affiliates (other than the Acquired Companies) a total amount
equivalent to SEK 4,806,000 on account of trade accounts payable owed as of the
Effective Date by the Acquired Companies to Seller and its Affiliates (other
than the Acquired Companies) (the "Acquired Companies' Payables to Group"). The
term 'Acquired Companies' Payables to Group' shall not include the account
payable owned by EIL to Seller as of the Effective Date totaling SEK 3,866,070
relating to the Birmingham Surgiscope and the account payable from ESRL to
Seller as of the Effective Date totaling SEK 1,723,962.50 relating to the
Marseilles Leksell Gamma Plan and payments with respect to these accounts shall
not be included in, or be a part of, the SEK 4,806,000 amount referred to in
this Subsection 5.6.1.
5.6.2 Between the Effective Date and the date of
Amendment No. 2 to Purchase Agreement, Seller and its Affiliates (other than the
Acquired Companies) shall have paid to (or offset with) the Acquired Companies a
total amount equivalent to SEK 4,733,000 on account of trade accounts payable
owed as of the Effective Date by Seller and its Affiliates (other than the
Acquired
Companies) to the Acquired Companies (the 'Group's Payables to the Acquired
Companies')."
3. The Schedule of Assets to the Purchase Agreement is hereby amended by
deleting paragraph (12) therefrom and inserting the following in lieu thereof:
"(12) Promissory note executed by CIS in favor of Elekta holdings U.S.,
Inc. in the amount of USD $75,000.
(13) Account receivable owed by EISA to Seller in the amount of
SEK 3,556,000.
(14) Account receivable owed by EISA to Elekta Instrument AB in the
amount of SEK 298,000."
4. Seller shall cause the promissory note and account rights referred to in
paragraphs (12), (13) and (14) of the Schedule of Assets to be transferred to
Purchaser (or any Affiliate of Purchaser designated by Purchaser) not later than
the date of Amendment No. 2 to Purchase Agreement.
5. The two documents entitled "Assignment of Accounts Receivable" which
were executed by Seller at the Closing on July 8, 1998 shall be deemed cancelled
and of no force and effect.
6. The Purchase Price Allocation agreed to at the closing and executed by
Seller and Buyer on July 8, 1998, pursuant to Section 2.2(c) of the Purchase
Agreement, is hereby amended by deleting Schedule A therefrom and inserting in
lieu thereof a new Schedule A in the form attached to this Amendment No. 2.
7. Except as set forth above, the Purchase Agreement is hereby ratified and
confirmed in all respects.
IN WITNESS WHEREOF, the Buyer and the Seller have each caused this
amendment to be duly executed in its corporate name and by a duly authorized
representative as of the date first above written.
SELLER:
ELEKTA AB (PURL)
/s/ Xxxxxxx Xxxxxxx, /s/ Xxxx Ekelot
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By: Laurent Xxxxxxx Xxxx Ekelot
-----------------------------------
Title: CEO VP
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BUYER:
NITINOL MEDICAL TECHNOLOGIES, INC.
/s/ Xxxxxxx X. Xxxxxx VP & CFO
-------------------------------------
By: Xxxxxxx X. Xxxxxx
----------------------------------
Title: VP & CFO
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Schedule A
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Purchase Price Allocation
Shares Millions of
------ -----------
USD(Approx)
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Elekta Instruments Ltd., UK Group 4.04
Elekta Holdings SA, France, Group 2.00
Elekta Instruments NV, Belgium 0.40
Elekta Instrument BV, Holland 0.80
CIS 0
----
Subtotal 7.24
Assets
------
Net assets in the US 6.80
Net assets in Sweden 3.00
Net assets in Hong Kong 0
Promissory notes listed in paragraph (11) of
the Schedule of Assets 14.35
Promissory note listed in paragraph (12) of
the Schedule of Assets 0.875
Account receivable listed in paragraph (13)
of the Schedule of Assets 0.460
Account receivable listed in paragraph (14)
of the Schedule of Assets 0.039
-----
Subtotal 25.52
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TOTAL 32.76
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