Amendment No. 2 to Asset Purchase Agreement between Tyco Healthcare Group LP and Hudson Respiratory Care Inc.

Summary

This amendment, dated October 28, 2000, updates the Asset Purchase Agreement between Tyco Healthcare Group LP and Hudson Respiratory Care Inc. The main change is a complete replacement of Exhibit A, which lists the products involved in the transaction. All other terms of the original agreement remain unchanged. The amendment is governed by Massachusetts law and may be signed in multiple counterparts.

EX-2.3 4 0004.txt AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT EXHIBIT 2.3 AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT This AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (this "Amendment"), entered into as of October 28, 2000, by and between Tyco Healthcare Group LP, a Delaware limited partnership (the "Seller"), and Hudson Respiratory Care Inc., a California corporation (the "Purchaser"). WHEREAS, the Seller and the Purchaser are parties to an Asset Purchase Agreement dated as of September 18, 2000, and amended as of September 27, 2000 (as amended, the "Purchase Agreement"). WHEREAS, the Seller and the Purchaser desire to amend the Purchase Agreement in accordance with the terms and conditions hereof. NOW, THEREFORE, in consideration of these premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Amendment. Exhibit A to the Purchase Agreement is hereby amended and --------- restated in its entirety to read as set forth in Exhibit A attached to this Amendment. 2. No Other Amendments. Except as specifically provided in Section 1 of ------------------- this Amendment, the terms and provisions of the Purchase Agreement shall be and remain unaltered and in full force and effect. 3. Governing Law. This Amendment is made and shall be construed in ------------- accordance with the laws of The Commonwealth of Massachusetts, without giving effect to the conflict of laws principles thereof. 4. Counterparts. This Agreement may be executed in any number of ------------ counterparts, each of which shall be deemed an original for all purposes, and all of which together shall constitute one agreement. IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day and year first above written. TYCO HEALTHCARE GROUP LP /s/ Richard Meelia By: _________________________ Its: President HUDSON RESPIRATORY CARE INC. /s/ Richard W. Johansen By: _________________________ Its: President and Chief Executive Officer SCHEDULES AND SIMILAR ATTACHMENTS TO AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (OMITTED) Schedule Description - -------- ----------- Exhibit A Products of the Business Upon request, the Registrant will provide the Commission with a copy of any omitted schedule or similar attachment referenced above.