EXHIBIT 2.3
AMENDMENT No. 2 TO STOCK PURCHASE AGREEMENT
THIS AMENDMENT No. 2, (this "Amendment") to that certain Stock Purchase
Agreement entered into as of November 27, 2002, as amended by Amendment No. 1
dated December 3, 2002, by and among Tecumseh Products Company, a corporation
organized and existing under the laws of the State of Michigan (the
"Purchaser"), BTR Industries Limited, a corporation organized and existing under
the laws of England and Wales ("BTRI"), BTR (European Holdings) BV, a
corporation organized and existing under the laws of the Netherlands ("BTR
Holdings"), CPN Holdings Pty Limited, a corporation organized and existing under
the laws of Australia ("CPN"), Invensys Controls Mexican Holding, L.L.C., a
limited liability company organized and existing under the laws of Delaware
("ICMH") and BTR (USA) Finance Company, a Massachusetts business trust ("BTR
Finance" and collectively with BTRI, BTR Holdings, CPN and ICMH, the "Sellers"),
and Invensys plc, a corporation organized and existing under the laws of England
and Wales ("Invensys") (together with the Annexes, Schedules and Exhibits
thereto, the "Agreement") is entered into as of the 30th day of December, 2002.
WHEREAS, capitalized terms used and not defined herein shall have the
meanings ascribed to such terms in the Agreement; and
WHEREAS, the parties desire to amend Sections 2.1.1, 2.2.2.4.1,
2.2.2.4.2, 2.5, 6.3.1 and 9.1.1.6 of the Agreement, and to amend the form of
Non-Competition Agreement attached to the Agreement as Annex B.
NOW THEREFORE, in consideration of the mutual premises herein contained
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Purchaser, Sellers and Invensys agree to amend
the Agreement as follows:
1. Section 2.1.1 is amended by replacing "Four Hundred Fifteen Million
Dollars ($415,000,000)" with "Four Hundred Million Dollars
($400,000,000)".
2. Sections 2.2.2.4.1 and 2.2.2.4.2 are amended by replacing all
references to "the Closing Date" with "January 1, 2003 or the Closing
Date, whichever is later."
3. Section 2.5 is amended by deleting the second sentence of such Section
2.5 and adding the following sentence in place thereof: "The Initial
Purchase Price payable at Closing shall be reduced by Eight Hundred
Thousand Dollars ($800,000) in recognition of certain of the amounts
scheduled on Schedule 2.5 not having been expended as of the Closing."
4. Section 9.1.1.6 is deleted and is replaced in its entirety with the
following:
9.1.1.6 Losses based upon, attributable to or resulting from matters
related to motors manufactured by Xxx Xxxxx Gear Company prior to
Closing for use in medical lift chairs manufactured or assembled by
Invacare Corporation;
5. The form of the Non-Competition Agreement attached to the Agreement as
Annex B is replaced in its entirety with the form of the
Non-Competition Agreement attached hereto as Annex B.
6. The Initial Purchase Price is agreed to be allocated pursuant to
Section 2.4.1 of the Agreement as is set forth on the attached
"Allocation of Initial Purchase Price."
7. Section 6.3.1 is hereby amended by adding the following sentence as the
second complete sentence of the paragraph, to be included immediately
after the definition of Inactive Employee and applicable to those
individuals listed on Exhibit 1 hereto: "Notwithstanding the
immediately preceding sentence, Inactive Employees whose employment was
terminated in connection with the shutdown of the Ozark and Elkhorn
facilities as contemplated under Section 2.5 of this Agreement shall
not be deemed to have transferred to the Sellers or any such Affiliate
solely for purposes of the payment of severance and any other benefits
available to these employees for the period of such post-employment
salary continuation benefits, and all other liabilities and obligations
with respect to such employees shall remain with Invensys, other than
Purchaser's (and its Affiliates') obligations with respect to these
payments."
8. Except as set forth herein, the Agreement is not otherwise amended in
any respect.
9. This Amendment shall be governed by and construed in accordance with
the laws of the State of Delaware regardless of the laws that might
otherwise govern under applicable principles of conflicts of laws
thereof.
10. This Amendment may be executed in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.
[ The Remainder of this Page Is Intentionally Left Blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective officers thereunto duly authorized, as of the date first
written above.
TECUMSEH PRODUCTS COMPANY
By: /s/ Xxxxx X. Xxx
-----------------------------
Name: Xxxxx X. Xxx
Title: Chief Financial Officer,
Vice President and
Treasurer
BTR INDUSTRIES LIMITED
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title: Attorney-in-Fact
BTR (EUROPEAN HOLDINGS) BV
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title: Attorney-in-Fact
CPN HOLDINGS PTY LIMITED
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title: Attorney-in-Fact
INVENSYS CONTROLS MEXICAN
HOLDING, L.L.C.
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title: Attorney-in-Fact
BTR (USA) FINANCE COMPANY
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title: Attorney-in-Fact
INVENSYS PLC
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title: Attorney-in-Fact
