EX 10.5



AMENDMENT TO SHARE PURCHASE AGREEMENT



        THIS
AMENDMENT (the “Agreement”) is made as of August 26, 2002 by and among
OUTOKUMPU COPPER PRODUCTS OY, a Finnish company (“Buyer”) and LGL
Holland B.V., a private limited liability company (besloten vennootschap met
beperkte aansprakelijkheid) incorporated under the laws of The Netherlands
and having its official seat (statutaire zetel) in Amsterdam, The Netherlands
and its registered office at Watergoorweg 87, 3861MA Nijkerk, The Netherlands
and registered with the commercial register under 32069974 (“Seller”)
and LGL Europe Holdings Co. (the “Guarantor”). 



        Buyer,
Seller and the Guarantor, intending to be legally bound and in consideration of
the mutual promises herein contained, agree as follows: 



          
     
1.     Reference is made to a Share Purchase Agreement dated as of July 18, 2002 by and among Buyer, Seller and the Guarantor
(the “Purchase
Agreement”). Any specially capitalized terms not otherwise defined in this
Agreement shall have the same meaning as set forth in the Purchase Agreement.
Buyer, Seller and the Guarantor desire to amend the Purchase Agreement as set
forth in this Agreement. 



          
     
2.     As used in this Agreement, the following terms
shall have the defined meanings provided in this Section 2:


	 	
(i)     “Prague Flood Damage” shall mean the damage to the property,
equipment, improvements and other assets used in the Business and located at the
facility of the Business located in Prague Czech Republic (the “Prague
Facility”) caused by the August 2002 flood in Prague.





	 	
        (ii)     “Prague Facility Costs” shall mean all costs and expenses of
any kind whatsoever necessary to repair and restore the Prague Facility to the
condition it was in prior to the August 2002 flood in Prague, including but not
limited to the repair or replacement of all equipment, fixtures, plant and
improvements at the Prague Facility.





	 	
(iii)      “Full Production” shall mean the time when the Prague Facility
has shipped or is capable of shipping product manufactured from all of its
production lines that has been qualified by the Company and, to the extent
required, by the customer(s) for such product.





	 	
(iv)     
“Business Interruption Losses” shall mean all losses incurred
by the Acquired Company in the Czech Republic) due to the suspension of the
Prague operations of the Business resulting from the Prague Flood Damage and the
resumption of the Business









	 	
thereafter,
determined in accordance with the terms and conditions of Exhibit A attached
hereto and made a part hereof.





	 	
(v)
“Employment Directive” shall mean joint instructions from the
Buyer and Seller, and/or the Board of the Company, to the Managing Director of
the Prague Facility to retain only those employees of the Prague Facility until
Full Production occurs that (i) are necessary to carry out the Restoration Plan
(as defined below) or (ii) those employees for whom, if they were to be laid
off, there would be an unreasonable risk that they would obtain other employment
and be lost to the Business (collectively, “Necessary Employees”).






Article 1 of the Purchase Agreement is hereby amended to add the foregoing
defined terms.



          
     
3.     Buyer acknowledges Seller's disclosure that the Prague Facility has been seriously damaged by a flood which has
occurred in August 2002 and
is continuing on the date of this Agreement. Buyer acknowledges and agrees (a)
that (i) the Prague Flood Damage has been disclosed to Buyer pursuant to Section
5.5 of the Purchase Agreement and (ii) as a result of the Prague Flood Damage
certain of the representations and warranties of Seller contained in the
Purchase Agreement, including but not limited to those contained in Sections
3.7, 3.9, 3.12 and 3.16 thereof, are no longer true and correct; and (b) that,
subject to the execution and delivery of this Agreement by Seller and the
Guarantor and in consideration thereof, Buyer waives any right it may have under
Section 9.1(b) of the Purchase Agreement (or otherwise) to terminate the
Purchase Agreement as a result of such disclosures or the Prague Flood Damage. 



          
     
4.     Section 10.3 of the Purchase Agreement is hereby
amended to read in its entirety as follows:


	 	
“10.3   INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER - LOSSES.



	 	
          
(a)     
Seller shall indemnify and hold harmless the Buyer Indemnified Persons, for
losses based on EBIT, if any, incurred by the Company during the period
commencing on the Closing Date and ending on the later of (i) 31 December 2002
or (ii) the date which is two months after the date on which Full Production
occurs (“Relevant Period”) up to an aggregate amount of one million US
Dollars ($ 1,000,000) . The Seller and the Buyer shall procure that as soon as
possible after the approval of the audited financial statements of the Company
and the verification of any losses, if any, incurred by the Company on a
consolidated basis during the Relevant Period (or, if the Relevant Period
extends after 31 December 2002, then as soon as possible after the relevant
consolidated monthly internal statements have been prepared), the 







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Company
shall issue to each of the Seller and the Buyer the smallest possible number of
the kind of shares in the Company each of the Seller and Buyer already holds
that preserves the share proportions existing at that time. The amount to be
paid up on the shares issued shall equal the amount of the losses incurred by
the Company on a consolidated basis during the Relevant Period, with a maximum
of one million US Dollars (US$ 1,000,000) and the Seller undertakes that it
shall pay to the Company the amounts of the contribution on the shares issued
thus payable by the Buyer and the Seller. Upon such payment by the Seller on
behalf of the Buyer, the Seller is discharged for its indemnification
obligations as mentioned above. The audited financial statements of the Company
with respect to the fiscal year 2002 (and any monthly statements thereafter)
will be prepared and audited consistent with the preparation and audit of the
Financial Statements. However, notwithstanding the foregoing, the parties agree
that the Seller shall not be responsible for indemnifying or holding harmless
the Buyer Indemnified Persons for any losses incurred during the Relevant Period
which arise out of any material decision after the Closing by the Company which
is not foreseen in the Base Business Plan or which has not been agreed to by the
Seller or the majority of its representatives appointed to the Board of the
Company. For clarification purposes, the Prague Flood Damage and any action or
decision in respect thereof shall not limit Seller’s obligations under this
Section 10.3(a) but, to the extent any losses otherwise indemnifiable under this
Section 10.3(a) are due to Prague Facility Costs and/or Business Interruption
Losses paid or reimbursed by Seller under Section 10.3(b) or 10.3(c), Seller
shall not be required to indemnify the Buyer Indemnified Persons under this
Section 10.3(a).





	 	
Notwithstanding
the foregoing, the Seller shall indemnify, without limitation, and hold harmless
the Buyer Indemnified Persons from and against any loss, liability, damage, cost
and expenses whatsoever incurred outside the operation of the Business, in
particular in relation to the formation and operation of SCI Groupe Brancher or
its conversion into a French Société par Actions Simplifiée and
arising from or in connection with any event which is not directly connected
with or attributable to the Heatcraft activity and the operation of the factory
of Cremieu (France).





	 	
          (b)     
Seller agrees to indemnify and hold harmless the Acquired Company in the Czech
Republic from and against, and to 




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pay or reimburse the Acquired Company in the
Czech Republic for, all Prague Facility Costs except to the extent provided for
in this Paragraph (b) and Paragraph (d) of this Section 10.3. In that regard,
the management of the Company and of the USJVCo shall prepare a plan for
restoration of the Prague Facility, as soon as practicable after Closing, which
shall specify all material action steps that would result in Prague Facility
Costs being incurred (the “Restoration Plan”). The Restoration
Plan shall be submitted to Seller for its review and Seller shall have 10
Business Days to complete its review and to indicate in writing to Buyer any
Prague Facility Costs as to which it disputes either the amount or necessity
thereof (“Disputed Restoration Items”). Notwithstanding any
identification of Disputed Restoration Items, the Managing Director of the
Company shall have the authority to authorize the expenditure of Prague Facility
Costs (and any borrowing necessary in connection therewith) provided that Seller
shall have the continuing right to dispute later its responsibility for any
Disputed Restoration Costs pursuant to Paragraph (d) of this Section 10.3.
Seller shall also have the right to designate a representative to be present
during, and to monitor, the restoration of the Prague Facility. The Company
shall provide Seller and Buyer with detailed evidence of all Prague Facility
Costs as they are incurred. 






	 	
          
(c)     
Seller shall indemnify and hold harmless the Acquired Company in the Czech
Republic from and against, and to pay or reimburse the Acquired Company in the
Czech Republic for all Business Interruption Losses, if any, incurred during the
Period of Restoration, as defined in Exhibit A (the “Period of
Restoration”) as herein provided. The Seller and the Buyer shall procure
that, as soon as possible after the Period of Restoration and after the amount
of the Business Interruption Losses have been mutually agreed upon or finally
determined pursuant to Paragraph (d) of this Section 10.3, the Company shall
issue to each of the Seller and the Buyer the smallest possible number of the
kind of shares in the Company each of the Seller and Buyer already holds that
preserves the share proportions existing at that time. The amount to be paid up
on the shares issued shall equal the amount of the Business Interruption Losses
incurred by the Company during the Period of Restoration (as herein determined),
and the Seller undertakes that it shall pay to the Company the amounts of the
contribution on the shares issued thus payable by the Buyer and the Seller. Upon
such payment by the Seller on behalf of the Buyer, the Seller is discharged for
its indemnification obligations as provided for in this Section 10.3(c). 







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(d)     
In addition to specifying all material Prague Facility Costs, the Restoration
Plan, as amended from time to time, shall provide an overall plan designed to
restore the Prague Facility and the related operations of the Business back to
their normal level of production and business activity with all reasonable
speed, taking into consideration any reasonable input from Seller and, in
connection otherwise, Buyer and the Company shall use their reasonable
commercial efforts to mitigate any Business Interruption Losses. Buyer and
Seller also agree that they shall jointly give or cause the Board to give the
Employment Directive, to the Managing Director of the Prague Facility. If the
Seller shall have notified Buyer in writing of any Disputed Restoration Items or
if the Seller and Buyer cannot agree on the amount of the Business Interruption
Losses, any such disagreement will constitute a Dispute (as defined in the
Purchase Agreement) and shall be resolved in accordance with Section 10.15 of
the Purchase Agreement unless Seller and Buyer agree in writing upon a different
procedure for resolving the Dispute. Any dispute resolution process implemented
hereunder shall take into account any generally applicable insurance industry
standards for business interruption loss claims; provided, however, that to the
extent this Agreement (including Exhibit A) expressly provides that any items of
loss or expense are to be included as part of the Business Interruption Losses,
it shall take precedence over any such standard that conflicts with this
Agreement. The amount of any Disputed Restoration Items that are finally
determined as not being Prague Facility Costs for which Seller is 100%
responsible under Paragraph (b) of this Section 10.3 shall be treated as a
capital expenditure of the Company, for which Buyer and Seller shall be required
to contribute to the Company a proportionate amount (based on their ownership
percentage of the shares of the Company). 






	 	
          
(e)     
Seller agrees that, during the Period of Restoration, it will loan the Company
funds sufficient to provide the working capital and other funds necessary to
operate the Acquired Company in the Czech Republic and to carry out the
restoration of the Prague Facility. The loans shall be on the terms provided for
in the Shareholders Agreement. 







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(f)     
Section 10.3 as amended by this Agreement shall supersede any conflicting
provisions of the Shareholders Agreement (as defined in the Purchase
Agreement).” 







          
     5.     
For clarification purposes, any claim by Buyer for indemnification under the foregoing provisions of Section 10.3(b)
and (c), as added to the
Purchase Agreement by this Agreement, shall be net of any insurance proceeds
paid to any of the Acquired Companies as a result of the Prague Flood Damage,
including but not limited to any insurance proceeds paid to an Acquired Company
to cover Prague Facility Costs or to cover losses from Business Interruption
Losses. Buyer and Seller each agrees, and agrees to cause the Acquired
Companies, before and after the Closing to the extent reasonably requested by
any interested party, to provide timely notice of claims to any applicable
insurance carrier and to cooperate in connection with making appropriate
insurance claims based on the Prague Flood Damage. 



          
     
6.     Section 2.2(e) of the Purchase Agreement is
hereby amended to provide that the physical inventory that is to be taken
at the Prague Facility of
the Acquired Companies will be taken as soon as practicable after the Closing
Date and on the date when the physical inventory will be taken in connection
with complying with the procedures under the insurance policies covering the
Prague Facility that may be necessary or advisable in order to verify the amount
of, and to make a claim thereunder with respect to, any damaged Inventory due to
the Prague Flood Damage. 



          
     
7.     Section 1 of the Purchase Agreement is hereby
amended to change the definition of "Effective Time" to provide that it
means, with respect to each of the Acquired Companies 12:00:01 A.M. (local time for that Acquired Company) on August 26, 2002 (and not 11:59:59 P.M. on the
Closing Date).



          
     
8.     This Agreement shall supersede any and all terms, conditions and provisions of any lease agreement for the Prague
Facility between any
Acquired Company and Seller or any Related Persons of Seller that is
inconsistent herewith (or that requires any Acquired Company to incur additional
costs on account of, or relating to, the Prague Facility Costs or the Prague
Food Damage). 



          
     
9.     Section 2.2(e) of the Purchase Agreement and the definition of "Business" in Section 1 of the Purchase Agreement are
hereby amended to provide:


	 	
        (i)     
        that the Assets shall not include any manufacturing equipment
        from Lennox's Australia facility
        (i.e., no Kirby Equipment) and, accordingly, no Schedule
        A shall be provided by Seller nor attached to the
        Purchase Agreement;





	 	
        (ii)     The Purchase Price shall be reduced
        by $55,000.



After the Closing, the
Seller agrees to discuss with the Company and Buyer at a mutually agreeable time
the possible purchase by the Company of any idle heat transfer-related equipment
located at Seller’s Australia facility that Seller’s Australian
facility may desire to sell, provided that the terms of any such transaction
shall be arm’s length and neither party shall be obligated, pursuant to the
Purchase Agreement or otherwise, to agree to the purchase or sell any such
equipment in Australia. 



          
     
10.     Buyer acknowledges that certain of the JV
Transactions contemplated by the Shareholders Agreement and in particular (i)
certain of the formal
actions described on Attachment E relating to the share ownership transfers of
the Acquired Companies in Italy, the Czech Republic and France and (ii) the
transfer of the software and licenses used in the Business (the “Software
and Licenses”) as contemplated by Section 6.1 of the Purchase Agreement,
have not been completed in all respects. Without limiting the obligations of the
Seller under Sections 6.1 or 11.6 of the Purchase Agreement, Seller agrees to
take, or cause to be taken, all actions as soon as practicable after Closing at
its expense that are necessary or advisable to complete all of such JV
Transactions. To the extent this undertaking refers to the Software and
Licenses. Seller further agrees (A) to provide, or cause its Related Persons to
provide, the Acquired Companies with continued use of the Software and Licenses
without charge (and to indemnify the Acquired Companies against any infringement
claim) until such time as they have been provided and (B) to cause the Software
and Licenses to be assigned or otherwise provided to the Acquired Companies as
contemplated by Section 6.1 of the Purchase Agreement as soon as practicable
after Closing. 



          
     
11.     Seller and Buyer agree that the last two pages
of the Schedules to the Purchase Agreement originally delivered to Buyer
have been deleted and are no longer a part of the Purchase Agreement.



          
     
12.     Except as provided for in this Agreement, all
of the provisions of the Purchase Agreement shall remain in full force
and effect.



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        IN
WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the date first written above. 


		
                                        Seller:

                                        LGL HOLLAND B.V.




                                        By:_______________________________

                                        Name:

                                        Title:





		
                                        By:_______________________________

                                        Name:

                                        Title:





		
                                        Guarantor:

                                        LGL EUROPE HOLDING CO.




                                        By:_______________________________

                                        Name:

                                        Title:





		
                                        Buyer:

                                        OUTOKUMPU COPPER PRODUCTS OY




                                        By:_______________________________

                                        Name:

                                        Title: