Exhibit 10.3
FIRST AMENDMENT TO
THE
SHARE AND ASSET PURCHASE AND
SALE AGREEMENT
This First
Amendment (this “ Amendment ”) to the Share and
Asset Purchase and Sale Agreement, dated as of December 21, 2005
(the “ Purchase Agreement ”), is made as of this
24th day of February, 2006 by and among Litton Systems, Inc.,
Litton Systems International, Inc., and Litton U.K. Limited (each a
“ Seller ” and, collectively, the “
Sellers ”) and Simclar Group Limited, Simclar
Interconnect Technologies Limited, Simclar, Inc., and Simclar
Interconnect Technologies, Inc. (each a “ Buyer
” and collectively, the “ Buyers
”).
W I T N E S S E T H:
WHEREAS, the
Sellers and the Buyers are parties to the Purchase Agreement;
and
WHEREAS, the
Sellers and the Buyer desire to amend the Purchase Agreement in
accordance with the requirements of Section 9.11 therein upon the
terms and conditions set forth herein.
NOW, THEREFORE,
for good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as
follows:
|
1.
|
Capitalized
terms used but not otherwise defined in this Amendment shall have
the meanings set forth in the Purchase Agreement.
|
|
2.
|
Section 1.8 of
the Purchase Agreement is hereby amended by adding the following
after Section 1.8(b):
|
(c)
Notwithstanding the foregoing, in
the event that Sellers are not able to transfer or assign (i) the
Proprietary Software License Agreement with Ansoft Corporation (the
“ Ansoft License ”), or (ii) the Mentor Graphics
Customer Agreement for Litton Interconnection Products Limited,
dated March 25, 1997 (the “ Mentor Graphics Agreement
”) prior to the Closing, Buyers and Sellers agree to
cooperate to effect the transfer or assignment of the Ansoft
License and the Mentor Graphics Agreement as promptly as
practicable after Closing. If in connection with the transfer,
assignment or replacement of the Ansoft License and the Mentor
Graphics Agreement, Buyers incur out-of-pocket costs in addition to
the costs they would have incurred had Ansoft and Mentor Graphics
consented to the assignment and assumption of the Ansoft License
and the Mentor Graphics Agreement (the “ Incremental
Costs ”), then, Sellers agree to pay, in connection with
the transfer, assignment or replacement of such agreements, up to
$200,000 of such Incremental Costs. In the event that the
Incremental Costs in connection with the transfer, assignment or
replacement of the Ansoft License or the Mentor Graphics Agreement
exceed $200,000, Sellers agree to pay one half of any additional
Incremental Costs up to an additional $100,000, provided ,
however , that the provision of this Section 1.8(c) shall be
the sole and exclusive remedy of Buyers with respect to any fees or
payments in connection with the transfer, assignment or replacement
of the Ansoft License or the Mentor Graphics Agreement and that
Sellers shall not be required to pay any amounts in connection with
the transfer, assignment or replacement of the Ansoft License or
the Mentor Graphics Agreement in excess of an aggregate of
$300,000.
|
3.
|
Section 5.5 of
the Purchase Agreement is hereby amended by adding the following
after Section 5.5(f):
|
(g) The Sellers
will indemnify the Buyers in full against termination payments
actually made consisting of: (i) redundancy payments based on the
statutory formula but with no salary capitation; (ii) payment in
lieu of notice, and (iii) an ex gratia payment equal to two weeks
actual salary, each of the foregoing obligations only in respect of
any of the UK Business Employees listed on Schedule 5.5(a) that is
terminated for reason of redundancy (as defined by the Employment
Rights Act of 1996) and only if the date of dismissal of such UK
Business Employee is within six (6) months after the Closing
Date.
|
4.
|
Section 5.7 of
the Purchase Agreement is hereby amended by adding the following
after Secttion 5.7(c):
|
(d)
After the Closing, at the request
of the Sellers the Buyers shall, and shall cause the Company to,
provide to the Sellers such timely assistance as is required by the
Sellers for the purpose of determining and pa
