Amendment No. 1 to Australian Asset Purchase Agreement between GNB Battery Technologies Limited, Australian Battery Company (Aust) Pty Ltd, Pacific Dunlop Limited, and Exide Australia Pty Limited

Summary

This amendment updates the original Asset Purchase Agreement dated June 28, 2000, between GNB Battery Technologies Limited, Australian Battery Company (Aust) Pty Ltd, Pacific Dunlop Limited (the Sellers), and Exide Australia Pty Limited (the Buyer). The amendment revises definitions, removes certain sections, updates references, and replaces the purchase price schedule. The total purchase price is set at US$57,100,000, with specific allocations for assets. All other terms of the original agreement remain unchanged.

EX-2.4 4 0004.txt AMEND #1 TO ASSET PURCHASE AGREEMENT 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 ----------- 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 ------------------------------------------------------------ Purchase Price: US$42,695,000 Assumed Liabilities US$14,405,000 ------------- Total US$57,100,000 ------------- ------------------------------------------------------------ Allocation to Purchase Assets ------------------------------------------------------------ Real property US$ 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 ------------- Total $57,100,000 ------------- ------------------------------------------------------------ 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/ Martin M Hudson Name: Martin M Hudson Title: Attorney in Fact Australian Battery Company (Aust) Pty Ltd By /s/ Martin M Hudson Name: Martin M Hudson Title: Attorney in Fact Pacific Dunlop Limited By /s/ Martin M Hudson Name: Martin M Hudson Title: Attorney in Fact Exide Australia Pty Limited By /s/ David H. Kelly Name: David H. Kelly Title: Vice President and Treasurer