EX-2.B 4 0004.txt FIRST AMENDMENT, DATED APRIL 29, 2000, TO PURCHASE AGREEMENT DATED MARCH 27, 2000 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. 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