EXHIBIT 2.3
AMENDMENT NO. 2
TO
ASSET PURCHASE AGREEMENT
This Amendment No. 2 (this "Amendment") to the Asset Purchase Agreement
dated as of April 19, 2001, as amended (the "Purchase Agreement"), by and
between Aerojet - General Corporation, an Ohio corporation ("Aerojet"), and
Northrop Grumman Systems Corporation, a Delaware corporation ("NGSC") is made as
of this 19th day of October, 2001. Capitalized terms used in this Amendment and
not otherwise defined herein shall have the meanings ascribed to them in the
Purchase Agreement.
BACKGROUND INFORMATION
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A. Aerojet and NGSC each desire to amend the terms of the
Purchase Agreement to reflect the understanding of the parties with respect to
the sale of the Technology from Aerojet to NGSC and to reflect the addition and
deletion of certain closing documents as set forth herein.
B. In accordance with Section 13.3 of the Purchase Agreement,
Aerojet and NGSC may amend the terms of the Purchase Agreement by an amendment
executed in writing by each of the parties thereto.
STATEMENT OF AGREEMENT
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NOW THEREFORE, the parties hereto agree as follows:
1. AMENDMENT. In accordance with the authority to amend the terms of
the Purchase Agreement set forth in Section 13.3, the following sections of the
Purchase Agreement are hereby amended in their entirety, modified or added as
new sections:
THE TABLE OF EXHIBITS IS HEREBY AMENDED TO ADD THE FOLLOWING IN ITS
PROPER ALPHABETIC SPACE:
EXHIBIT N Technology License Agreement
THE TABLE OF EXHIBITS IS HEREBY AMENDED TO DELETE THE FOLLOWING:
EXHIBIT G Form of Opinion of In House Counsel of the Seller
EXHIBIT J Form of Opinion of In House Counsel of the Purchaser
THE DEFINITION OF "EXCLUSIVE MANUFACTURING AND SALES AGREEMENT" IS
HEREBY DELETED IN ITS ENTIRETY.
SECTION 5.2(j) IS HEREBY DELETED IN ITS ENTIRETY.
SECTION 5.2(m) IS HEREBY DELETED IN ITS ENTIRETY.
SECTION 5.2(n) IS HEREBY DELETED AND REPLACED IN ITS ENTIRETY AS
FOLLOWS:
(n) the Technology License Agreement, duly executed by the
Parties; and
SECTION 5.3(h) IS HEREBY DELETED IN ITS ENTIRETY.
SECTION 5.3(j) IS HEREBY DELETED IN ITS ENTIRETY.
SECTION 5.3(k) IS HEREBY DELETED AND REPLACED IN ITS ENTIRETY AS
FOLLOWS:
(k) the Technology License Agreement, duly executed by the
Parties; and
SECTION 9.17 IS HEREBY DELETED IN ITS ENTIRETY.
SECTION 9.21(a) IS HEREBY DELETED AND REPLACED IN ITS ENTIRETY AS
FOLLOWS:
(a) Prior to the Closing, the parties shall negotiate in good
faith the terms and conditions of a technology licensing agreement ("TECHNOLOGY
LICENSING AGREEMENT") as more fully described in this SECTION 9.21, which shall
be entered into by the parties at Closing. Pursuant to the terms and conditions
attached hereto as EXHIBIT N, as may be amended by Seller from time to time in
its sole discretion, the Seller will supply, on an exclusive basis for a
reasonable period of time, the design and manufacturing efforts, products and
drawings necessary for use by the Purchaser with respect to platelet design and
manufacturing technology for the sole purpose of manufacturing feedhorn
componentry for space-based remote sensing instruments (the "Technology").
SCHEDULE 6.18 IS HEREBY DELETED AND REPLACED IN ITS ENTIRETY BY
SCHEDULE 6.18 ATTACHED HERETO.
ALL REFERENCES TO "INTELLECTUAL PROPERTY ASSIGNMENTS" SHALL NOT INCLUDE
THE TRADEMARK ASSIGNMENT ATTACHED TO THE PURCHASE AGREEMENT AS EXHIBIT D-2. THIS
AGREEMENTS SHALL NOT BE ENTERED INTO BY THE PARTIES AT CLOSING AND SHALL BE
DELETED FROM THE PURCHASE AGREEMENT AS AN EXHIBIT AND FOR ALL PURPOSES.
EXHIBITS E-1 AND E-2 SHALL BE DELETED FROM THE PURCHASE AGREEMENT AS
EXHIBITS AND FOR ALL PURPOSES AND REPLACED WITH EXHIBITS E-1, INFORMATION
TECHNOLOGY SERVICES AGREEMENTS AND E-2, HUMAN RESOURCES SERVICES AGREEMENT,
ATTACHED HERETO, WHICH SHALL BE ENTERED INTO BY THE PARTIES AT CLOSING. ALL
REFERENCES TO "TRANSITION SERVICES AGREEMENT" SHALL BE DEEMED TO INCLUDE THE
ACCOUNTING SERVICES AGREEMENT, WHICH SHALL BE ENTERED INTO BY THE PARTIES AT
CLOSING, IN THE FORM OF EXHIBIT E-3 ATTACHED HERETO. PURSUANT TO THIS AMENDMENT,
EXHIBIT E-3 SHALL BE INCORPORATED INTO THE PURCHASE AGREEMENT AND BECOME A PART
OF THE PURCHASE AGREEMENT FOR ALL PURPOSES.
EXHIBIT F SHALL BE DELETED FROM THE PURCHASE AGREEMENT AS AN EXHIBIT
AND FOR ALL PURPOSES AND REPLACED WITH EXHIBIT F, ENVIRONMENTAL AGREEMENT,
ATTACHED HERETO, WHICH SHALL BE ENTERED INTO BY THE PARTIES AT CLOSING.
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2. CONSTRUCTION. All references in any other ancillary agreements or
otherwise to the Purchase Agreement shall be deemed to refer to the Purchase
Agreement as amended by this Amendment. In the event of a conflict between the
respective provisions of the Purchase Agreement and this Amendment, the terms of
this Amendment shall control.
3. EFFECT OF AMENDMENT. Except as specifically amended by the terms of
this Amendment, the terms and conditions of the Purchase Agreement are and shall
remain in full force and effect for all purposes.
IN WITNESS WHEREOF, Aerojet and NGSC have caused this Amendment to be
executed by their respective duly authorized officers effective as of the date
first above written.
AEROJET-GENERAL CORPORATION
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Treasurer
NORTHROP GRUMMAN SYSTEMS
CORPORATION
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Corporate Vice President & Secretary
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EXHIBIT E-1
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INFORMATION TECHNOLOGY SERVICES AGREEMENTS
Two agreements, attached hereto.
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EXHIBIT E-2
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HUMAN RESOURCES SERVICES AGREEMENT
Attached hereto.
5
EXHIBIT E-3
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ACCOUNTING SERVICES AGREEMENT
Attached hereto.
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EXHIBIT F
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ENVIRONMENTAL AGREEMENT (AMENDED AND RESTATED)
Attached hereto.
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EXHIBIT N
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TECHNOLOGY LICENSE AGREEMENT
Attached hereto.
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