Exhibit No. 2.3
ADDENDUM TO AMENDED AND RESTATED
OPERATING AGREEMENT
This is an addendum to the Amended and Restated Operating Agreement
dated as of January 3, 1999, by and between Snap-on Capital Corp. and SCL
Holding Company.
The parties hereto are executing that certain Amended and Restated
Operating Agreement dated January 3, 1999, which anticipates the attachment, as
Exhibit 6.7 thereto, of an Initial Annual Operating Plan for Snap-on Credit LLC
(the "Company"). The draft Initial Annual Operating Plan (draft dated December
30, 1998) has not yet been approved by the Board of Directors of the Company or
by the undersigned Members. The parties hereby agree to replace Exhibit 6.7 to
the Amended and Restated Operating Agreement (the draft Operating Plan dated
December 30, 1998), with a final Initial Annual Operating Plan (as approved by
the Board of Directors of the Company) not later than January 31, 1999. Upon
completion of the Initial Annual Operating Plan including the 1999 Budget and
other elements described in the Amended and Restated Operating Agreement, the
parties agree that such document will be attached to the Amended and Restated
Operating Agreement as Exhibit 6.7 and that the draft dated December 30, 1998
will be deleted for all purposes. The parties will establish the base * number
to be set forth in the blank at clause (ii) in the definition of " * " in
Section * of the Amended and Restated Operating Agreement as follows: this
amount will be established before January 31, 1999 and shall be equal to the
following: * . Further, the parties agree that, for purposes of Section * of the
Operating Agreement, the actual and budgeted * in any Fiscal Year shall be
adjusted to eliminate the effect of: * .
SNAP-ON CAPITAL CORP.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
SCL HOLDING COMPANY
By /s/ ▇▇▇▇▇ E/ ▇▇▇▇▇▇
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* Indicates that material has been omitted and confidential treatment
has been requested therefor. All such omitted material has been filed separately
with the SEC pursuant to Rule 24b-2.