EXHIBIT 2.2
FIRST AMENDMENT TO STOCK PURCHASE
AGREEMENT By and Among PENTAIR, INC.,
XXXXX CONTROLS INC., and SHAREHOLDERS
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT is made and
entered into as of the 1st day of November, 1995 between Pentair, Inc.,
a Minnesota corporation("Buyer"), Xxxxx Controls, Inc., a Wisconsin
corporation ("Company"), and the Individuals and Trusts listed on the
signature page hereof (the "Shareholders").
WHEREAS, the parties entered into the Stock Purchase Agreement By and Among
Buyer, the Company and Shareholders dated October 16, 1995 (the "Agreement");
WHEREAS, the parties desire to modify the payment terms set forth in
Subparagraphs 2.2.(a), (b) and (d) of that Agreement;
WHEREAS, the parties desire to add certain ancillary provisions to the
Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual covenantsand conditions herein contained, the parties agree as follows:
1. Subparagraph 2.2.(a) of the Agreement shall be amended to read in its
entirety as follows:
2.2.(a) Note to Escrow Agent. At the Closing, Buyer shall deliver
to the Escrow Agent, under the Escrow Agreement (as defined in Subparagraph
5.2.(a)), a note in the amount of Ten Million Dollars ($10,000,000) in
substantially the form of Exhibit 2.2.(a) attached hereto.
2. Subparagraph 2.2.(b) of the Agreement shall be amended to read in its
entirety as follows:
2.2.(b) Notes to Shareholders' Agent. At the Closing, Buyer shall
deliver to the Shareholders' Agent notes to the Shareholders for an amount
equal to their respective shares of the Purchase Price, in the
aggregate amount of:
(1) The Net Book Value on the Recent Balance Sheet,
(2) plus/minus the increase/decrease in the Net Book
Value from the Recent Balance Sheet to the Estimated Closing
Balance Sheet (as hereinafter defined),
(3) plus $99,349,957,
(4) less the amount set forth in the note delivered to the
Escrow Agent pursuant to Subsection 2.2.(a) above,
in substantially the form of Exhibit 2.2.(b) attached hereto.
3. Subparagraph 2.2.(d) of the Agreement shall be amended to read in its
entirety as follows:
2.2.(d) Method of Payment. All payments made pursuant to the
notes described in Subparagraphs 2.2.(a) and (b) above shall be made
by wire transfer of immediately available funds to an account
designated by the recipient. Attached as Schedule 2.2.(d) is a
sample Flow of Funds Memorandum as of the date hereof.
4. Subparagraph 9.1.(g) shall be added to the Agreement to read in its
entirety as follows:
9.1.(g) Stock Pledge Agreement. A Stock Pledge Agreement in
the form of Exhibit J hereto, securing the payment of the notes to
be delivered pursuant to Subparagraphs 2.2.(a) and (b) hereof.
5. Subparagraph 9.1.(h) of the Agreement shall be amended to read in its
entirety as follows:
9.1.(h) Other Documents. All other documents, instruments or
writings required to be delivered to Buyer at or prior to the Closin
pursuant to this Agreement and such other certificates of authority
and documents as Buyer may reasonably request.
6. Subparagraph 9.2.(e) shall be added to the Agreement to read in its
entirety as follows:
9.2.(e) Promissory Notes. Those notes required by
Subparagraphs 2.2.(a) and (b).
7. Subparagraph 9.2.(f) shall be added to the Agreement to read in its
entirety as follows:
9.2(f) Stock Pledge Agreement. A Stock Pledge Agreement in
the form of Exhibit J hereto, securing the payment of the notes to be
delivered pursuant to Subparagraphs 2.2.(a) and (b) hereof, together
with certificates representing all of the shares of stock of the
Company, with duly executed stock powers attache
8. Subparagraph 9.2.(g) of the Agreement shall be amended to read in its
entirety as follows:
9.2.(g) Other Documents. All other documents, instruments or
writings required to be delivered to Company at or prior to the
Closing pursuant to this Agreement and such other certificates of
authority and documents as Company may reasonably request.
9. Subparagraph 12.8.(c) shall be added to the Agreement to read in its
entirety as follows:
12.8.(c) Substitute Collateral. At the request of Shareholders'
Agent, Buyer shall obtain and deliver to the Shareholders' Agent
Letters of Credit or other instruments, in such amount, issued by
such persons and in such form as he may deem acceptable, as security
for the payment thereof by Buyer, the cost obtaining any and all
such collateral instruments shall be paid by Shareholde
10. Subparagraph 12.8.(d) of the Agreement shall be amended to read in
its entirety as follows:
12.8.(c) Other. Except as otherwise provided herein, each of
the parties shall bear its own expenses and the expenses of its
counsel and other agents in connection with the transactions
contemplated hereby.
IN WITNESS WHEREOF, each party has caused this Amendment to Stock
Purchase Agreement to be executed by its authorized officer or agent as of
the date first above written.
PENTAIR, INC. XXXXX CONTROLS, INC.
By: _____________________________ By: _____________________________
Its: __________________________ Its: _____________________
Xxxx X. Xxxxxxxxxxxx, Xxxxx X. Xxxxxxxxxxxx, Xxxxxxx
Xxxxx, Xxxx Xxxxxxxxxxxx, Xxxx Xxxxxxxxxxxx, Xxxxxx X.
Xxxxxxxxxxxx 1988 Children's Trust F/B/O Xxxx
Xxxxxxxxxxxx, Xxxxxx X. Xxxxxxxxxxxx 1988 Children's
Trust F/B/O Xxxxxxx Xxxxx, Xxxxxx X. Xxxxxxxxxxxx 1993
Children's Trust F/B/O Xxxxx X. Xxxxxxxxxxxx, Xxxxxx X.
Xxxxxxxxxxxx 1993 Children's Trust F/B/O Xxxxxxx Xxxxx,
Xxxxxx X. Xxxxxxxxxxxx 1993 Children's Trust F/B/O Xxxx
Xxxxxxxxxxxx, Xxxxxx X. Xxxxxxxxxxxx 1993 Children's
Trust F/B/O Xxxx X. Xxxxxxxxxxxx and Xxxxxx X.
Xxxxxxxxxxxx 1993 Children's Trust F/B/O Xxxx X.
Xxxxxxxxxxxx, ("SHAREHOLDERS")
By: ________________________________
Xxxxxx X. Xxxxxxxxxxxx,
Shareholders' Agent
_________________________________
Xxxxxx X. Xxxxxxxxxxxx, individually
