Exhibit 2.1
AMENDMENT XX. 0
Xxxxxxxxx Xx. 0 dated as of November 10, 2000 (the "Amendment") to the
Stock Purchase Agreement dated as of September 18, 2000 (the "SPA") by and
between Alpha Technologies Group, Inc. ("Alpha") and Mestek, Inc. ("Mestek").
Capitalized terms not otherwise defined herein shall have the meaning ascribed
to them in the SPA.
Recitals
1. Pursuant to the SPA, Mestek agreed to sell, and Alpha agreed to buy,
all of the common stock of National Northeast Corporation ("NNE") for a purchase
price of $52,000,000.
2. Alpha has deposited the Initial Payment of $500,000 with the Escrow
Agent.
3. The parties wish to amend the SPA as set forth below.
NOW, THEREFORE, the parties agree that the SPA is hereby amended as
follows:
1. Initial Payment. Section 2.2(b) of the SPA and Section 2.1 of the
Escrow Agreement are hereby amended to provide that the Initial Payment shall be
increased to one million dollars ($1,000,000). Alpha shall wire transfer five
hundred thousand dollars ($500,000) to the Escrow Agent in immediately available
funds within one business day of the execution and delivery of this Amendment.
2. Purchase Price. Section 2.2(a) of the SPA is hereby amended to provide
that the Purchase Price for all of the Shares of NNE shall be reduced by
$2,100,000 to $49,900,000 and the Purchase Price for eight hundred twenty (820)
of the Shares of NNE shall be forty four million four
hundred seventy six thousand eighty four dollars ($44,476,084). Alpha hereby
agrees that it will not request or receive any further Purchase Price reduction.
3. Conditions to Closing. Section 6.1(a)(ix) of the SPA is amended to
provide that it shall be a condition to Closing that all of Mestek's
representations and warranties be true and correct in all material respects at
Closing unless the failure of such representations and warranties to be true and
correct does not have a Material Adverse Effect.
4. Supply of Products Following Closing. Section 8.10 of the SPA is
hereby amended to eliminate the requirement that Alpha cause NNE to sell any
products to Mestek at a discount or to pay Mestek any money for Mestek's failure
to purchase any products from NNE at a discount in any period after the first 18
months following Closing. Accordingly, the maximum discount and/or payment to
which Mestek shall be entitled under Section 8.10 of the SPA is $600,000.
5. Mutual Release of Claims. Mestek and Alpha hereby agree to release,
discharge and acquit each other and each other's subsidiaries, including their
corporate officers, directors, employees, agents and representatives, of and
from any and all claims, demands, sums of money, actions, obligations and
liabilities which such Releasor nor has knowledge of each other for breach of
the SPA as of the date hereof. This mutual release shall be for the benefit of
Mestek and Alpha, their assigns, representatives and successors, and shall be
binding on each party's assigns, representatives and successors. The foregoing
shall not be construed as an admission of breach by either Mestek or Alpha.
6. Material Adverse Change. Alpha hereby agrees that the results of
operations of NNE through September 30, 2000 as disclosed to Alpha will not be
asserted as a Material Adverse Change.
7. No Other Amendments. Other than as amended above, each provision of the
SPA shall remain in effect.
In Witness Whereof, the parties have signed this Amendment as of the date
set forth above.
ALPHA TECHNOLOGIES GROUP, INC.
By /s/ XXXXXXXX XXXXXX
---------------------------------
Xxxxxxxx Xxxxxx
MESTEK, INC.
By /s/ XXXX X. XXXX
----------------------------------
Xxxx X. Xxxx
