April 29, 2000
Cooper Industries, Inc.
CBL Acquisition Corp.
Cooper Technologies Company
600 Travis, Suite 5800
Houston, TX 77002
Re: First Amendment to the Sale and Purchase Agreement
Relating to the B-Line Business
Gentlemen:
This letter agreement ("First Amendment") is being entered
into as an amendment to that certain Sale and Purchase Agreement
(the "Agreement") dated March 27, 2000 by and among Sigma-Aldrich
Corp., a Delaware corporation ("SIAL"), Sigma-Aldrich Co., an
Illinois corporation ("SAC"), Sigma-Aldrich Canada Ltd., a
corporation organized under the laws of Canada ("Sigma Canada"),
Sigma-Aldrich Company Ltd., a corporation organized under the
laws of the United Kingdom ("Sigma UK"), Sigma-Aldrich Chemie
GmbH, a corporation organized under the laws of Germany ("Sigma
Germany"), Cooper Industries, Inc., an Ohio corporation
("Cooper"), CBL Acquisition Corp., a Delaware corporation ("CBL")
and Cooper Technologies Company, a Delaware Corporation ("CTC",
and with SIAL, SAC, Sigma Canada, Sigma UK, Sigma Germany, Cooper
and CBL, the "Parties"). Any capitalized terms used and not
defined herein shall have the meanings set forth in the
Agreement.
Section 1. Notwithstanding Section 1.3, clause (a), of the
Agreement and paragraph 1.3.7 of Schedule 2.2(a) to the
Agreement, the Parties agree that: (i) cash in the B-Line
Business and bank accounts ("B-Line Bank Accounts") used
exclusively in the B-Line Business as of the Effective Time shall
be an Asset and not an Excluded Asset; and (ii) the accounts
payable which represent checks written on the B-Line Bank
Accounts as of the Effective Time will be included as an Assumed
Liability, and both amounts as of the Effective Time will be
included in the Adjusted Consolidated Valuation.
Section 2. Notwithstanding paragraph 1.3.2 of Schedule
2.2(a) to the Agreement, (i) there shall be no excess inventory
adjustment for the items of inventory listed on Exhibit A, which
is attached hereto and made a part hereof, and (ii) the excess
inventory adjustment for the items of inventory listed on Exhibit
B, which is attached hereto and made a part hereof, shall be
reduced by fifty percent (50%).
Section 3. The Parties currently contemplate a Closing Date
of May 1, 2000 and agree that, notwithstanding paragraph 1.3.2 of
Schedule 2.2(a) to the Agreement, the physical inventory shall be
performed prior to Closing on April 28 and 29 and, to the extent
necessary, on April 30, 2000. In consideration of such
agreement, Buyer agrees that (i) the Preliminary Purchase Price
shall be increased by $199,600 to compensate Sellers for halting
the shipment of products while the physical inventory is being
conducted, and (ii) Buyer will reimburse SIAL on behalf of
Sellers for the hourly wages of Sellers' employees required to
perform the physical inventory at facilities operated by Sellers'
employees upon invoice from SIAL after the Closing Date, which
invoice shall be due and payable 30 days after receipt, itemized
and accompanied by supporting information and documentation to
Buyer's reasonable satisfaction.
Section 4. This First Amendment shall be binding upon the
transferees, successors, assigns and legal representatives of the
Parties and shall be subject to the terms and conditions of the
Agreement. The Agreement and the Ancillary Agreements shall,
except as modified by this First Amendment, be and remain in full
force and effect enforceable in accordance with their respective
terms. All references to the Agreement or the Ancillary
Agreements that are contained in the Agreement or the Ancillary
Agreements, or any other document delivered in connection with
the consummation of the transactions contemplated by the
Agreement, shall mean and refer to such Agreement or Ancillary
Agreements as amended by this First Amendment.
<PAGE>
IN WITNESS WHEREOF, the Parties, by their duly authorized
officers, have caused this First Amendment to be executed as of
this 29th day of April, 2000
COOPER INDUSTRIES, INC. SIGMA-ALDRICH CORPORATION
By:_\c\ Diane K Schumacher By: \c\ Michael R. Hogan
Name: Diane K. Schumacher Name: Michael R. Hogan
Title: Senior Vice President, Title: Chief Financial Officer
General Counsel and
Secretary
SIGMA-ALDRICH CANADA LTD. SIGMA-ALDRICH CO.
By: \c\ Michael R. Hogan By: \c\ Michael R. Hogan
Name: Michael R. Hogan Name: Michael R. Hogan
Title: Authorized Signatory Title Authorized Signatory
SIGMA-ALDRICH COMPANY LTD. SIGMA-ALDRICH CHEMIE GMBH
By: \c\ Michael R. Hogan By: \c\ Michael R. Hogan
Name: Michael R. Hogan Name: Michael R. Hogan
Title: Authorized Signatory Title Authorized Signatory
CBL ACQUISITION CORP. COOPER TECHNOLOGIES COMPANY
By: \c\ Diane K Schumacher By: \c\ David A White, JR
Name: Diane K. Schumacher Name: David A. White, JR
Title: President Title: Vice President
