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CUSIP NO. 45815R 10 0 SCHEDULE 13D Page 15 of 20 Pages
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EXHIBIT 1.A
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AMENDMENT NO. 1 TO INVESTMENT AGREEMENT
This Amendment No. 1 (the "Amendment") to that certain Investment Agreement
(the "Agreement") entered into as of the 26th day of March, 1998, by and among
Intelligent Controls, Inc., a Maine corporation (the "Company"), Ampersand
Specialty Materials and Chemicals III Limited Partnership, a Delaware limited
partnership ("ASMC-III Fund"), Ampersand Specialty Materials and Chemicals III
Companion Fund Limited Partnership, a Delaware limited partnership ("ASMC-III
Companion Fund"), and for purposes of Article IX thereof only, Xxxxx X. Xxxxxx,
an individual ("Xxxxxx"), is entered into as of this __ day of May 1998, by and
among the Company, ASMC-III Fund and ASMC-III Companion Fund. Capitalized terms
used but not defined herein shall have the meanings attributed to them in the
Agreement.
Introduction
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A. The Investors proposed in the Agreement to purchase from the Company in
accordance with the terms and conditions thereof an aggregate of 1,538,462
newly issued shares (the "Shares") of the Company's Common Stock, at a price
per share of $3.25.
B. The Investors now propose to purchase an additional 100,000 Shares, at a
price per share of $3.25, on the smae terms and conditions set forth in the
Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged the parties agree to amend the
Agreement as follows:
1. AMENDMENT TO INTRODUCTION. Paragraph A of the Introduction to the
Agreement is revised by deleting the number "1,538,462" and replacing it with
"1,638,462".
2. AMENDMENT TO SCHEDULE 1. Schedule 1 to the Agreement is hereby replaced
by the Schedule 1 attached hereto.
3. SURVIVAL. Except as specifically set forth herein, the Agreement shall
remain in full force and effect and each of the parties confirms all of its
obligations thereunder. This Amendment shall be deemed part of, and be
construed in accordance with, the Agreement.
4. MISCELLANEOUS. This Amendment may be executed in multiple counterparts,
each of which shall be deemed an original but all of which taken together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment under
seal as of the date first above written.
INTELLIGENT CONTROLS, INC.
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx
President
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CUSIP NO. 45815R 10 0 SCHEDULE 13D Page 16 of 20 Pages
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AMPERSAND SPECIALTY MATERIALS
AND CHEMICALS III LIMITED PARTNERSHIP
By: ASMC-III Management Company
Limited Partnership
By: ASMC-III MCLP LLP, its general partner
By: /s/ Xxxxxxx X. Xxx
General Partner
AMPERSAND SPECIALTY MATERIALS
AND CHEMICALS III COMPANION FUND
LIMITED PARTNERSHIP
By: ASMC-III Management Company
Limited Partnership
By: ASMC-III MCLP LLP, its general partner
By: /s/ Xxxxxxx X. Xxx
General Partner
Schedule 1
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NAME OF INVESTOR NUMBER OF SHARES PURCHASE PRICE
Ampersand Specialty Materials and
Chemicals III Limited Partnership 1,612,247 $5,239,802.75
Ampersand Specialty Materials and
Chemicals III Companion Limited
Partnership 26,215 $ 85,198.75
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Total 1,638,462 $5,325,001.50
