Exhibit 2.3
AMENDMENT NO. 1 TO THE
STOCK PURCHASE AGREEMENT
This AMENDMENT NO. 1, dated September 29, 2000, is to that certain Stock
Purchase Agreement With Respect To GNB Technologies (India) Private Limited,
dated as of June 28, 2000, (the "Stock Purchase Agreement") and is executed by
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and between PACIFIC DUNLOP HOLDINGS (SINGAPORE) PTE. LTD., a corporation
incorporated under the laws of Singapore ("Seller") and EXIDE HOLDING ASIA PTE.
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LIMITED, a corporation incorporated under the laws of Singapore ("Buyer").
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For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:
1. Except as amended hereby, the Stock Purchase Agreement remains in full
force and effect. Except as otherwise defined herein, capitalized terms used in
this Amendment No. 1 shall have the meanings assigned to them in the Stock
Purchase Agreement.
2. The first and second sentences of Section 5.2 of the Stock Purchase
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Agreement are hereby deleted and replaced in their entirety with the following:
Section 5.2. Capitalization. The authorized capital of GNB consists
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of Ten Million (10,000,000) shares of common stock, par value INR10 per
share. On the date of the Closing, there will be Eight Million Eighteen
Thousand Four Hundred Eighteen (8,018,418) equity shares of the stock of
GNB issued and outstanding, Eight Million Eighteen Thousand Three Hundred
Ninety Seven (8,018,397) of which are owned by the Seller and constitute
the Shares.
IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 1 on
the date first above written.
PACIFIC DUNLOP HOLDINGS
(SINGAPORE) PTE. LTD.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Attorney-in-Fact
EXIDE HOLDING ASIA PTE. LIMITED
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President and Treasurer
