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                                                                     Exhibit 2.2

                         UNITED STATES BANKRUPTCY COURT
                            DISTRICT OF MASSACHUSETTS
                                EASTERN DIVISION

---------------------------------------
                                       )
In re:                                 )
                                       )
               AEROVOX, INC.,                         )    Chapter 11
                                       )            Case No. 01-14680-JNF
                   Debtor              )
                                       )
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    ORDER AUTHORIZING SALE OF STOCK INTEREST IN BHC AEROVOX, LTD.
    -------------------------------------------------------------

         THIS MATTER having come before the Court on the Amended Motion by
Debtor for Authority to Sell Certain Assets by Public Auction Sale, Free and
Clear of Liens, Claims, Encumbrances, and Interests (the "Sale Motion"), and the
hearing on the Sale Motion and any qualified bids for the assets having been
held on April 19, 2002 (the "Sale Hearing").

         NOW, THEREFORE, based upon all of the evidence, including evidence
proffered or adduced at the Sale Hearing, objections and representations and
argument of counsel in connection with the Sale Hearing, the submission and
analysis of all qualified bids, and offers of proof on the record, and upon the
entire record of the Sale Hearing and of the Chapter 11 case of Aerovox, Inc.
("Debtor"), and after due deliberation thereon, and good cause appearing
therefore,

         It is hereby found, concluded, and determined that:

         A.    The findings and conclusions set forth herein constitute the
Court's findings of fact and conclusions of law pursuant to Rule 7052 of the
Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), made applicable
to this proceeding pursuant to Bankruptcy Rule 9014. To the extent any finding
of fact shall later be determined to be a conclusion of law it shall be so
deemed and vice versa.


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                                                                     Exhibit 2.2

         B.    This Court has jurisdiction to hear and determine the Sale Motion
pursuant to 28 U.S.C. (S)(S) 157 and 1334.

         C.    Venue of this case in this district is proper pursuant to 28
U.S.C. (S) 1408 and (S) 1409(a).

         D.    Determination of the Sale Motion is a core proceeding under 28
U.S.C. (S)(S) 157(b) (2)(A), (N). The statutory predicates for the relief
requested herein are (S)(S) 105, and 363 of the United States Bankruptcy Code,
11 U.S.C.(S)(S) 101 et seq., as amended (the "Bankruptcy Code"), Bankruptcy
Rules 2002, and 6004, and MLBR 2002-1 and 6004-1.

         E.    On June 6, 2001 (the "Petition Date"), the Debtor filed a
voluntary petition for relief under the Bankruptcy Code with the Bankruptcy
Court. Since the Petition Date, the Debtor has continued to operate its business
and manage its affairs as a debtor and debtor in possession pursuant to sections
1107 and 1108 of the Bankruptcy Code.

         F.    On June 19, 2001, the United States Trustee appointed a
creditors' committee, pursuant to Section 1102 of the Bankruptcy Code. No
trustee or examiner has been appointed.

         G.    The Debtor, together with its subsidiaries, is a leading
manufacturer of electrostatic (film and paper) and aluminum electrolytic
capacitors.

         H.    On March 8, 2002, the Debtor filed the Sale Motion.

         I.    The Sale Motion is for a sound business purpose, is in the best
interests of the Debtor's estate, and is authorized outside the ordinary course
of business, pursuant to section 363(b) of the Bankruptcy Code.

         J.    The Debtor provided fair and reasonable notice of the Sale Motion
and the Sale Hearing to all creditors and other parties in interest and such
other notice as is appropriate under the circumstances. The Notice of the Sale
Motion provided interested bidders with notice of the




<PAGE>

                                                                     Exhibit 2.2

Sale Motion and Sale Hearing and an opportunity to bid for the Debtor's one
hundred percent (100%) stock interest (the "Stock") in BHC Aerovox, Ltd.
("BHC").

         K.    A reasonable opportunity to object or be heard with respect to
the Sale Motion and the relief requested therein has been afforded to all
interested persons and entities.

         L.    No objections to the Sale Motion have been filed.

         M.    The Debtor received qualifying bids from:
               Evox Rifa AB ("Evox") and Blakedew 366 Limited ("Blakedew").

         N.    The Debtor has marketed the Stock and conducted the auction
process in accordance with the Sale Motion and the requirements of applicable
law.

         O.    Based upon the foregoing, and for reasons stated on the record at
the Sale Hearing, this Court has determined that the highest and best offer to
purchase the Stock has been submitted by Evox.

         P.    The second highest bid has been submitted by Blakedew.

         Q.    The Sale Motion requests that the Stock be sold free and clear of
all liens, claims, interests and encumbrances whatsoever ("Liens"), known and
unknown, including without limitation, those Liens asserted against the Stock
and noted in the Sale Motion. A sale of the Stock other than free and clear of
liens, claims and encumbrances would be of substantially less benefit to the
bankruptcy estate.

         R.    At the Sale Hearing, the Debtor recommended that the Court
approve the sale of the Stock. All secured parties with Liens on the Stock have
either: (i) consented to the sale; (ii) received notice and not objected to the
sale of the Stock; or (iii) retained their security interest in the proceeds of
the sale, with disposition of such proceeds to be subsequently determined by
this Court. Such secured creditors could be compelled to accept monetary
satisfaction of such liens; consequently, the sale is authorized pursuant to (S)
363(f)(5).


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                                                                     Exhibit 2.2

         S.    It is therefore in the best interests of the bankruptcy estate
herein, that the Court enter this order (the "Sale Order") (i) pursuant to
ss.ss. 105(a) and 363 of the Bankruptcy Code, authorizing and directing the
Debtor to sell the Stock to Evox, the successful bidder ("Successful Bidder").

         T.    The approval of the sale of the Stock to the Successful Bidder,
and consummation of the transactions contemplated thereby, are in the best
interests of the Debtor, its creditors, and the bankruptcy estate. The Debtor
has presented good and sufficient business justification for the sale of the
Stock pursuant to (S) 363 of the Bankruptcy Code.

         U.    The parties represented to the Court that the offer to purchase
the Stock by the Successful Bidder has been proposed by the Successful Bidder in
good faith in accordance with the standards of applicable law; that the
Successful Bidder is not currently affiliated with the Debtor; and that the
Successful Bidder is a good faith purchaser under (S) 363(m) of the Bankruptcy
Code and, as such, is entitled to the protections afforded thereby. The Court
has heard no argument or allegation to controvert those representations. No
party has alleged that any party has engaged in any conduct that would cause or
permit the sale to the Successful Bidder to be avoided under (S) 363(n) of the
Bankruptcy Code. The transaction was undertaken by the Debtor and the Successful
Bidder at arm's length, without collusion and in good faith within the meaning
of 11 U.S.C. (S) 363(m), and the Successful Bidder is entitled to the
protections of such section.

         V.    The Debtor has requested that the Court make this Order effective
immediately irrespective of Bankruptcy Rule 6004(g), and good cause appears for
such an action.

         W.    The sale and transfer of the Stock: (1) will be a legal, valid
and effective transfer of the Stock of the bankruptcy estate of the Debtor; (2)
will vest the Successful Bidder with all right, title and interest of the
bankruptcy estate in and to the Stock pursuant to 11 U.S.C. (S) 363(f)



<PAGE>

                                                                     Exhibit 2.2

free and clear of all liens, claims, encumbrances and interests thereon (as
defined in 11 U.S.C. (S) 101(5); and (3) constitutes a transfer for reasonably
equivalent value and fair consideration under the Bankruptcy Code, the laws of
the Commonwealth of Massachusetts and all other applicable state laws, including
those relating to fraudulent conveyances and fraudulent transfers.

         X.    The transfer reflects the exercise of the Debtor's sound business
judgment.

         Y.    The transaction will, upon consummation thereof, be a legal,
valid, and effective transfer of the Stock to the Successful Bidder, vest the
successful Bidder with good title to the Stock free and clear of liens, claims,
encumbrances, and interests.

         NOW THEREFORE, it is HEREBY ORDERED, ADJUDGED, AND DECREED AS FOLLOWS:

         1.    The Sale Motion is approved.

         2.    The Successful Bidder, Evox, submitted a qualifying bid on or
before the bid deadline set forth in the notice of sale and was the highest and
best bidder at the Sale Hearing. Accordingly, the Debtor is authorized to sell
the Stock to Evox in accordance with the provisions of the Stock Purchase
Agreement, as amended on April 17, 2002 and at the Sale Hearing.

         3.    The Debtor is authorized and directed to consummate the
transactions contemplated hereby and to sell, transfer, deliver, convey and
assign the Stock to the Successful Bidder.

         4.    It is hereby further ordered that in the event that the
Successful Bidder fails to tender the Purchase Price to the Debtor on or before
the eleventh day after entry of this Order, the Debtor is hereby authorized to
sell the Stock to Blakedew, the second highest bidder (who shall then be deemed
the highest bidder at the Sale Hearing), pursuant to the terms identified at


<PAGE>

                                                                     Exhibit 2.2

the Sale Hearing. In the event Blakedew is notified of the Debtor's intention to
close a sale with such bidder within fifteen days after entry of this Order, the
Blakedew must close within ten days of such notification.

         5.    Effective upon the Closing, title in and to the Stock shall
automatically vest in the Successful Bidder free and clear of all Liens,
including without limitation all liens, encumbrances, claims and interests.

         6.    Evox is a good faith purchaser pursuant to (S) 363(m) of the
Bankruptcy Code and, as such, is entitled to the protections afforded thereby.

         7.    This Order is deemed to operate as a release of all Liens on the
Stock as of the Closing. All holders of Liens on the Stock are hereby directed
to prepare, and file promptly after the Closing, if such Liens are recorded,
releases of such Liens reasonably satisfactory to the Successful Bidder.

         8.    This Order is deemed to be in recordable form sufficient to be
placed in the filing or recording system maintained by any Recording Officer.

         9.    The Debtor is hereby authorized and directed to cause BHC and/or
its directors to execute and deliver such closing and other confirmatory
documents and to do such things as are necessary and appropriate and as are
reasonably requested by the Successful Bidder to implement and effectuate the
provisions of this Order and the transactions approved hereby.

         10.   For good cause as established by the record in this Case, and
irrespective of Bankruptcy Rule 6004(g), this Order shall be effective
immediately upon entry pursuant to Bankruptcy Rule 9014 and 7062. No automatic
stay of execution applies with respect to this Order.

         11.   The transfer is not subject to taxation under any federal, state,
local, municipal, or other law imposing or purporting to impose a stamp,
transfer, recording, sale, or any other


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                                                                     Exhibit 2.2

similar tax on any of the Debtor's transfers in accordance with Sections 1146(c)
and 105(a) of the Bankruptcy Code.


         12.   This Court retains jurisdiction to:

           a.  Interpret, implement and enforce the terms and provisions of this
               Order, any subsequent amendments to, modifications of, consents
               relating to, or waivers thereof or any related documents,
               including any escrow provisions and agreements established in
               connection with the transactions contemplated thereby;

           b.  Protect the Successful Bidder, and the Stock, against any Lien;

           c.  Resolve any disputes arising under or relating to the Stock, the
               Sale Motion and this Order; and

           d.  Adjudicate all issues concerning (alleged) pre-Closing Liens on,
               and the proceeds of, the sale of the Stock.

         13.   The provisions of the Sale Motion, together with the provisions
of this Order, are binding on, and inure to the benefit of, the successors and
assigns of the Debtor, its estate, creditors and shareholders, any trustee
whether in chapter 11 or chapter 7 and any examiner with expanded powers, and
receiver for the Debtor or assignee for the benefit of its creditors, and are
binding on and inure to the benefit of the successors and assigns of the
Successful Bidder.

         14.   Any provision of this Order which is determined, construed or
deemed to be a finding of fact or a conclusion of law, respectively, or a mixed
finding of fact and conclusion of law, shall be as so determined, construed or
deemed notwithstanding the labeling placed on such provision in this Order.

         DATED THIS 22/nd/ DAY OF APRIL, 2002


                                            BY/S/ HONORABLE JOAN N. FEENEY
                                            ------------------------------
                                            HONORABLE JOAN N. FEENEY
                                            UNITED STATES BANKRUPTCY JUDGE




