EXHIBIT 2.3
THIS AGREEMENT is made the 9th day of April 2003
BETWEEN
(1) DDL EUROPE LIMITED a company registered in Northern Ireland with
number NI 24418 whose registered office is at 00 Xxxxxxxxxx Xxxx,
Xxxxxx BT 66 6NB ("the Vendor")
(2) ALINA LIMITED a company registered in Northern Ireland with number
NI 45402 whose registered office is at Marlborough House, 00 Xxxxxxxx
Xxxxxx, Xxxxxxx XX0 0XX ("the Purchaser"; and
(3) SMTEK INTERNATIONAL, INC. a company registered in Delaware whose
registered office is at 000 Xxxxxxx Xxxxx, Xxxxxxxx Xxxxxxxxxx 00000-
0000 XXX ("the Guarantor")
WHEREAS:
(A) The parties hereto have entered into a share sale agreement dated
21st March 2003 ("the Principal Agreement") for the sale by the Vendor
to the Purchaser of the entire issued shares capital of SMTEK Europe
Limited.
(B) The parties have agreed to vary the terms of the Principal
Agreement as set out below.
IT IS AGREED AS FOLLOWS:
1. INTERPRETATION
All word and expressions defined in the Principal Agreement shall have
the same meaning in this Agreement.
2. GUARANTOR'S OBLIGATIONS
2.1 The Guarantor agrees to assume liability for payment of the debts
details of which are set out in the Schedule hereto ("the Debts") which
the Guarantor acknowledges are now due and owing by the Company to the
persons whose names are listed opposite the Debts respectively ("the
Creditors" and "Creditor" shall mean any of them).
2.2 The Guarantor will forthwith deliver to the Purchaser a novation
agreement in the form of the draft attached hereto signed by each
Creditor, the Guarantor and the Company.
2.3 The Guarantor will indemnify and keep indemnified the Purchaser and
the Company in respect of any claims which may be made by the Creditors
in respect of the Debts.
3. VARIATION
3.1 In consideration of the obligations of the Guarantor described in
clause 2, the parties hereto agree that the Principal Agreement shall
be varied as follows:
the following provisions will be deleted from the Principal Agreement:
a. clause 7.5;
b. clause 12;
c. schedule 6 with the exception of Warranties 2.1, 2.2, 2.3, 2.8(A)(1)
and 2.8(B); and
d. schedule 7
and the Principal Agreement shall be interpreted on the basis that the
provisions so deleted were never contained in it.
3.2 In further consideration of the obligations of the Guarantor
described in clause 2, the parties hereto agree that there will be no
Tax Deed delivered by the Vendor to the Purchaser at Completion and all
references to the Tax Deed in the Principal Agreement shall be deleted.
3.3 In accordance with clause 4.1 of the Principal Agreement, the
Vendor hereby confirms to the Purchaser that the Completion Date shall
be the date of this Agreement.
3.4 The parties hereto agree that this Agreement is made pursuant to
clause 13.2(B) of the Principal Agreement.
3.5 The parties hereto each confirm that the conditions contained in
schedule 4 to the Principal Agreement have been satisfied.
3.5 Save as expressly provided in this Agreement the terms and
conditions of the Principal Agreement shall remain in full force and
effect.
/s/ Xxxxxx Xxxxxxx
Signed by XXXXXX XXXXXXX
Duly authorised for and on behalf of
DDL Europe Limited
In the presence of:
Xxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxxx
Signed by XXXXXX XXXXXXX
Duly authorised for and on behalf of
Alina Limited
In the presence of:
Xxxxx Xxxxxxx
/s/ Xxxxxx Xxxxx
Signed by XXXXXX XXXXX
Duly authorised for and on behalf of
SMTEK International, Inc.
In the presence of:
Xxxxx XxXxxxx
SCHEDULE
DEBTS AND CREDITORS
Debt Creditor
50,000 (fifty thousand pounds sterling) Arrow Electronics (UK)
Limited
Edinburgh Way, Harlow,
Essex
8,374.41 (eight thousand three hundred
and seventy four pounds and forty one xxxxx) AVNET EMG Limited
Xxxxx Xxxxx
Xxxxxxxx Xxxxx
Xxxxxxx
Xxxxxxxxx XX0 0XX
SCHEDULE 1
1. All documents disclosed by the Vendor and the Vendor's Solicitors to
the Purchaser and the Purchaser's Solicitors .
2. All information contained in replies to pre-contractual enquiries
provided by the Vendor and the Vendor's Solicitors to the Purchaser and
the Purchaser's Solicitors.
3. All information contained in the documents of title to the Property
(copies of which have been provided to the Purchaser's Solicitors) and
in all Property Certificates and Searches provided by the Vendor's
Solicitors to the Purchaser's Solicitors.
4. All information contained in the Audited Accounts and Management
Accounts of the Company.
