Exhibit 2.4
AMENDMENT NO 1 to
AUSTRALIAN ASSET PURCHASE AGREEMENT
This Amendment No 1 dated 28 September 2000 is to that certain Asset Purchase
Agreement made as of 28 June 2000 between GNB Battery Technologies Limited (ACN
000 023 003), Australian Battery Company (Aust) Pty Ltd (ACN 008 644 497) and
Pacific Dunlop Limited (ACN 004 085 330) (collectively "Seller") and Exide
Australia Pty Limited (ACN 093 272), ("Buyer") ("The Asset Purchase Agreement"),
and is executed by and between Seller and Buyer.
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 Asset Purchase Agreement remains in full
force and effect. EXCEPT as otherwise defined herein, capitalised terms
used in this Amendment No 1 shall have the meanings assigned to them in the
Asset Purchase Agreement.
2. The Asset Purchase Agreement is hereby amended as follows:
2.1 by deleting from Section 1.1 the existing definition of "Receivables"
and replacing it with the following:
"Receivables" has the meaning specified in Section 2.1(d)";
2.2 by deleting the existing Section 2.1(d) and replacing it with the
following:
"(d) Receivables. All notes and trade and other accounts receivable
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owed to the Seller exclusively in relation to the Business as the same
may exist on the Closing Date.";
2.3 by deleting in their entirety each of Section 2.2(j), 2.9, 4.2(g) and
4.2(q);
2.4 by deleting the words "Schedule 3.2" from Section 3.2, and replacing
them with the words "Exhibit A": and
2.5 by deleting in its entirety Exhibit A and replacing it with the
following:
2
"Exhibit A
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Purchase Price: US$42,695,000
Assumed Liabilities US$14,405,000
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Total US$57,100,000
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Allocation to Purchase Assets
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Real property US$ 7,269,275
Machinery and Equipment US$27,053,725
Inventory US$11,434,385.
Receivables US$10,154,625
Other Assets US$ 1,187,990
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Total $57,100,000
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3
IN WITNESS WHEREOF, the parties have duly executed this Amendment No 1 on the
date first above written.
GNB Battery Technologies Limited
By /s/ Xxxxxx X Xxxxxx
Name: Xxxxxx X Xxxxxx
Title: Attorney in Fact
Australian Battery Company (Aust) Pty Ltd
By /s/ Xxxxxx X Xxxxxx
Name: Xxxxxx X Xxxxxx
Title: Attorney in Fact
Pacific Dunlop Limited
By /s/ Xxxxxx X Xxxxxx
Name: Xxxxxx X Xxxxxx
Title: Attorney in Fact
Exide Australia Pty Limited
By /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President and Treasurer
