ADDENDUM
TO THE SHARE AND PURCHASE AGREEMENT
BETWEEN
ASW International I, BV a company organized under the laws of The
Netherlands, with outstanding capital of 18.151,21 Euros and its
registered office in (1083 HK) Amsterdam, The Netherlands, at
Drentestraat 24 BG, with BV number 604.699, registered with the Chamber
of Commerce for Amsterdam under number 33294385 (the "Seller"),
represented herein by Mr. Joseph R. Grewe, duly authorized in accordance
with board of directors resolution of AS International Inc in its
capacity as managing director of the Seller, dated February 5, 2003, a
copy of which is attached as Annex A hereto.
- on the one side -
AND
Maberfin S.p.A. a company organized under the laws of Italy, with
outstanding capital of 1,238,400 Euro and its registered office in Ponte
San Pietro (BG) at Via Ciro Menotti 4 (the "Purchaser"), represented
herein by Mr. Michele Mazzucconi, duly authorized in accordance with
board of directors resolution of Maberfin S.p.A., dated February 3, 2003,
a copy of which is attached as Annex B hereto.
- on the other side -
(hereinafter, collectively, referred to as the "Parties")
Whereas
- - On February 11, 2003, the Parties have signed a Share Purchaser
Agreement (the "SPA") for the purchase of ASW International II,
BV, a company organized under the laws of The Netherlands, with
outstanding capital of 22.689,01 Euros and its registered office
in (1083 HK) Amsterdam, The Netherlands, at Drentestraat 24 BG,
with BV number 604.778, registered with the Chamber of Commerce
for Amsterdam under number 33294386 ("ASW-II)");
- - pursuant to Section 3.1 of the SPA, the Purchaser has been granted
a special right to withdraw from Closing without obligation to pay
any penalty, by giving written notice to the Seller no later
February 17, 2003, exclusively in case the due diligence review of
ASW-II reveal any material liabilities of ASW-II or other
circumstances as provided therein;
- - certain documentation or information concerning ASW-II have been
made available to the Purchaser in the last three days and for
such purpose the Purchaser has not managed to complete the due
diligence review of ASW-II and has requested to postpone the
Special Withdrawal Time Limit;
- - the Purchaser acknowledges to have received from Seller those
information and documents necessary to complete the due diligence
review in the next days;
- - in light of the foregoing, the Parties have discussed and agreed
to postpone the Special Withdrawal Time Limit until February19,
2003.
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- - Unless otherwise indicated herein, capitalized terms shall have
the same meaning attributed to them in the SPA
NOW, therefore, the Parties hereto agree as follows:
Article 1
Postponement of the Special Withdrawal Time Limit
The Parties hereby agree that Section 3.2 of the SPA shall be amended to
read as follows:
"3.2 Special Withdrawal Right.
Notwithstanding the provision of Section 3.1, the Purchaser shall have a
special right to withdraw from Closing without obligation to pay any
penalty, by giving written notice to the Seller no later February 19,
2003 ("Special Withdrawal Time Limit", such time period being of the
essence). The Purchaser shall be entitled to such Special Withdrawal
Right exclusively in case the due diligence review of ASW-II reveals any
material liabilities of ASW-II, including joint or indirect liabilities,
any significant tax risks or any material costs or disadvantages involved
in disassembling or liquidating ASW-II or transferring Speedline or the
Shares to an Italian entity. In this respect, if the Purchaser gives
notice of Special Withdrawal Right, then this Agreement shall be
terminated, the Closing shall not take place and Seller shall return to
the Purchaser the full amount of TWO MILLION UNITED STATES DOLLARS
(US$2,000,000.00) which the Seller received as Advance Payment, by
immediately causing ASW-II to assign the Purchaser the right to repayment
by Speedline of the Additional Seller Loan, including interests accrued;
such loan shall be repaid by Speedline not later that December 31, 2003
and shall be secured (simultaneously with the assignment) by a security
interest in certain Speedline accounts receivable designated by Speedline
from time to time, with right of substitution, to the fullest extent
allowable under Italian Laws, for an aggregate amount of TWO (2) million
US Dollars, and the Seller shall procure that such security too is
assigned to the Purchaser."
Article 2
No Other Amendment
The Parties acknowledge that this Amendment has the sole purpose to
postpone the date of the Special Withdrawal Time Limit and that all the
other provisions of the SPA remain valid and enforceable and that this
Amendment shall not give rise to a "novation" or amendment of any other
provisions of the SPA or used for interpretation or construction of any
term or conditions contained in the of the SPA.
Article 3
Counterpart Execution
The Parties acknowledge that this Amendment may be executed in
counterpart and shall be deemed fully executed when each party has
executed at least one counterpart. Additionally, this Amendment may be
signed by faxed signatures and shall be deemed signed when a fax signed
copy has been transmitted to the other party.
* * * * *
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
by officers duly authorized hereunto as of the date first above written.
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For the Seller:
ASW International I, BV
By: /S/ Joseph R. Grewe
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Name: Joseph R. Grewe
Title: Vice President
For the Purchaser:
Maberfin S.p.A.
By: /S/ Michele Mazzucconi
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Name: Michele Mazzucconi
Title: Member of the Board and Authorized Representative
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