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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
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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
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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
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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
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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
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SCHEDULES AND SIMILAR ATTACHMENTS TO
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (OMITTED)
Schedule Description
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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.
