Amendment to Stock Purchase Agreement between Natco Group Inc. and Axsia Group Limited Shareholders

Summary

This amendment involves Natco Group Inc. and the shareholders of Axsia Group Limited. It modifies their original stock purchase agreement dated January 25, 2001, by reducing the total purchase price for Axsia's shares from £31,500,000 to £31,180,000. The reduction applies proportionally to all classes of Axsia shares. Additionally, the shares will be transferred to Starfish Acquisition Limited, a subsidiary of Natco. All other terms of the original agreement remain unchanged. Both parties have confirmed their acceptance of these changes.

EX-2.4 3 h85374ex2-4.txt AMENDMENT TO STOCK PURCHASE AGREEMENT 1 EXHIBIT 2.4 [VINSON & ELKINS LETTERHEAD] 16 March 2001 Lovells 65 Holborn Viaduct London EC1A 2DY Re: PROJECT STARFISH Dear Sirs We refer to the agreement dated 25 January 2001 (the "Agreement") between our client Natco Group Inc and your clients the holders of the entire issued share capital of Axsia Group Limited ("Axsia"), providing for the purchase by our clients of the entire issued share capital of Axsia. Words defined in the Agreement shall have the same meanings in this letter. Please accept this letter as a formal direction from the Purchaser to the Vendors to transfer the shares of Axsia into the name of Starfish Acquisition Limited, a new wholly owned subsidiary of the Purchaser. We write to confirm that agreement has been reached between our respective clients to the effect that the overall price for the Sale Shares shall be reduced from pound sterling31,500,000 to pound sterling31,180,000, the reduction to be applied rateably to the "A" Ordinary, "B" Ordinary, and "C" Ordinary Shares of Axsia. Clause 3 of the Agreement is amended accordingly. In all other respects the Agreement remains unchanged. Kindly confirm on behalf of the Vendors their agreement to this amendment. Yours faithfully, /s/ Lawrence Ziman To: Vinson & Elkins, on behalf of Natco Group Inc We hereby confirm, on behalf of the Vendors (as defined) their agreement with the amendment to the Sale and Purchase Agreement dated 25 January 2001 as set out in your above letter. Yours faithfully, /s/ James Wilson ---------------- Lovells