This Amendment No. 1, dated as of November 21, 1995, is made and
entered into by and among Greenfield Industries, Inc., a Delaware corporation
("Parent"), Rule Acquisition Corporation, a Massachusetts corporation and a
wholly owned subsidiary of Parent ("Sub"), and Rule Industries, Inc., a
Massachusetts corporation ("Rule"), and amends the Merger Agreement referred to
below.
WHEREAS, Parent, Sub and Rule previously have entered into a Merger
Agreement dated as of August 11, 1995 (the "Merger Agreement");
WHEREAS, Section 12.5 of the Merger Agreement provides that the Merger
Agreement shall not be altered or otherwise amended except pursuant to an
instrument in writing signed by each of Parent, Sub and Rule; and
WHEREAS, Parent, Sub and Rule now wish to amend the Merger Agreement
as provided herein;
NOW, THEREFORE, Parent, Sub and Rule hereby agree as follows:
SECTION 1. DEFINITIONS. Capitalized terms used and not defined in
this Amendment No. 1 shall have the respective meanings given to such terms in
the Merger Agreement.
SECTION 2. AMENDMENTS. Sections 11.1(b), (c) and (d) of the Merger
Agreement are hereby amended and restated in their entirety as follows:
"(b) by Parent at any time after the date which is one hundred fifty (150)
days from the date of this Agreement if any of the conditions provided for
in Article VIII of this Agreement shall not have been met or waived prior
to such date;
"(c) by Rule at any time after the date which is one hundred fifty (150)
days from the date of this Agreement if any of the conditions provided for
in Article IX of this Agreement shall not have been met or waived prior to
such date;
"(d) at any time prior to the Effective Time by either Parent or Rule if
the Merger shall not have been consummated by January 31, 1996;".
SECTION 3. COUNTERPARTS. This Amendment No. 1 may be executed in
any number of counterparts, each of which will be deemed an original, but all of
which together will constitute one and the same instrument.
SECTION 4. GOVERNING LAW. This Amendment No. 1 shall be governed by
and construed in accordance with the Laws of the Commonwealth of Massachusetts,
without giving effect to the conflicts of laws principles thereof.
SECTION 5. MERGER AGREEMENT REMAINS IN EFFECT. Except as provided
herein, all provisions, terms and conditions of the Merger Agreement shall
remain in full force and effect. As amended hereby, the Merger Agreement is
ratified and confirmed in all respects.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
1 to be executed and delivered by their duly authorized officers as of the day
and year first above written.
GREENFIELD INDUSTRIES, INC.
By: /s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
Title: President & CEO
RULE ACQUISITION CORPORATION
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxx
------------------------------------ -------------------------------
Name: Xxxx X. Xxxxxx Name: Xxxx X. Xxxxx
Title: Vice President Title: President
(SEAL)
RULE INDUSTRIES, INC.
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxxxxxx, Xx.
------------------------------------ -------------------------------
Name: Xxxx X. Xxxxx Name: Xxxx X. Xxxxxxxxxx, Xx.
Title: Vice-President Title: Vice-President
(SEAL)
2
