AMENDMENT TO STOCK PURCHASE AGREEMENT
-------------------------------------
Reference is hereby made to that certain Stock Purchase Agreement (the
"Purchase Agreement"), dated as of November 20, 2001, by and among Artesyn
Solutions, Inc. (the "Company"), Artesyn North America, Inc. ("Seller") and
Solectron Global Services, Inc. ("Buyer"). All capitalized terms not otherwise
defined herein shall have the definitions contained in the Purchase Agreement.
In connection with the Closing of the transactions contemplated by the
Purchase Agreement, the Company, Seller and Buyer hereby agree to amend the
Purchase Agreement as follows:
1. The following definitions set forth in Section 1.1 of the Purchase
Agreement are hereby deleted:
"Accountant Arbitrator"
"Closing Date Working Capital"
"Estimated Closing Balance Sheet"
"Final Closing Balance Sheet"
2. Section 3.1 hereof is hereby amended in it entirety and replaced with
the following text:
"3.1. Amount of Purchase Price. The aggregate purchase price for
------------------------
the Stock shall be $33,500,000 plus the working capital and equipment
payment set forth in Section 3.4 hereof (the "Purchase Price")."
3. Section 3.2 of the Purchase Agreement is hereby amended by replacing
the first sentence thereof with the following text:
"At Closing, Buyer shall pay to Seller the Purchase Price less the
Escrow Amount for the Stock (the "Closing Payment")."
4. The reference to the Escrow Amount of $3,450,000 in Section 3.3 of the
Purchase Agreement is hereby amended to the amount of $2,050,000.
5. Section 3.4 of the Purchase Agreement is hereby amended in its
entirety and replaced with the following text:
"3.4. Working Capital and Equipment Payment. At Closing Buyer
-------------------------------------
shall pay to Seller a working capital and equipment payment of
$2,885,634.29."
This letter agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
The Purchase Agreement, as amended hereby, remains in full force and
effect.
This Amendment to Stock Purchase Agreement is agreed and accepted by the
parties below as of December 5, 2001.
ARTESYN NORTH AMERICA, INC.
By: ______________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President, Chief Financial
Officer and Secretary
ARTESYN SOLUTIONS, INC.
By: ______________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
SOLECTRON GLOBAL SERVICES, INC.
By: ______________________
Name:
Title:
2
