Amendment No. 1 to Stock Purchase Agreement between Pacific Dunlop Holdings (Singapore) Pte. Ltd. and Exide Holding Asia Pte. Limited

Summary

This amendment, dated September 29, 2000, updates the Stock Purchase Agreement originally signed on June 28, 2000, between Pacific Dunlop Holdings (Singapore) Pte. Ltd. (the Seller) and Exide Holding Asia Pte. Limited (the Buyer) regarding the sale of shares in GNB Technologies (India) Private Limited. The amendment revises the section on GNB's capitalization, specifying the number of authorized and outstanding shares at closing. All other terms of the original agreement remain unchanged.

EX-2.3 3 0003.txt AMEND #1 TO STOCK PURCHASE AGREEMENT Exhibit 2.3 AMENDMENT NO. 1 TO THE STOCK PURCHASE AGREEMENT This AMENDMENT NO. 1, dated September 29, 2000, is to that certain Stock Purchase Agreement With Respect To GNB Technologies (India) Private Limited, dated as of June 28, 2000, (the "Stock Purchase Agreement") and is executed by ------------------------ and between PACIFIC DUNLOP HOLDINGS (SINGAPORE) PTE. LTD., a corporation incorporated under the laws of Singapore ("Seller") and EXIDE HOLDING ASIA PTE. ------ LIMITED, a corporation incorporated under the laws of Singapore ("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 Stock Purchase Agreement remains in full force and effect. Except as otherwise defined herein, capitalized terms used in this Amendment No. 1 shall have the meanings assigned to them in the Stock Purchase Agreement. 2. The first and second sentences of Section 5.2 of the Stock Purchase ----------- Agreement are hereby deleted and replaced in their entirety with the following: Section 5.2. Capitalization. The authorized capital of GNB consists -------------- of Ten Million (10,000,000) shares of common stock, par value INR10 per share. On the date of the Closing, there will be Eight Million Eighteen Thousand Four Hundred Eighteen (8,018,418) equity shares of the stock of GNB issued and outstanding, Eight Million Eighteen Thousand Three Hundred Ninety Seven (8,018,397) of which are owned by the Seller and constitute the Shares. IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 1 on the date first above written. PACIFIC DUNLOP HOLDINGS (SINGAPORE) PTE. LTD. By: /s/ Martin M. Hudson Name: Martin M. Hudson Title: Attorney-in-Fact EXIDE HOLDING ASIA PTE. LIMITED By: /s/ David H. Kelly Name: David H. Kelly Title: Vice President and Treasurer