EXHIBIT 2.12
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (the "Amendment"), is made and
entered into as of March 26, 1999, among GLOBAL INDUSTRIAL TECHNOLOGIES, INC., a
Delaware corporation ("Global"), A.P. GREEN INDUSTRIES, INC., a Delaware
corporation and wholly-owned subsidiary of Global (the "Seller"), and CHEMICAL
LIME COMPANY, a Nevada corporation ("Purchaser").
WITNESSETH:
WHEREAS, Global, Seller and Purchaser entered into a Stock Purchase
Agreement dated as of March 8, 1999 (the "Agreement"); and
WHEREAS, the parties desire to amend Section 2.2(a) and Section 9.1 of the
Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and undertakings
contained herein, and subject to and on the terms and conditions set forth
herein and in the Agreement, the parties hereto agree as follows:
1. Amendments.
(a) Section 2.2(a) of the Agreement is hereby amended by deleting the
number "25" in clause (ii) thereof and replacing such number with
the number "27".
(b) Section 9.1 of the Agreement is hereby amended by deleting the
text of clause (ii) of the first sentence of Section 9.1 and
replacing such text with the following: "Purchaser gives written
termination notice to Seller at or before 7:00p.m., Central
Standard Time, on March 31, 1999, specifying in detail the reasons
for such termination (under clause (i) above)(the "Due Diligence
Termination Notice)."
2. The Agreement, as amended by this Amendment, is and shall continue to
be in full force and effect and is hereby in all respects ratified and
confirmed. Nothing in this Amendment shall waive or be deemed to waive
or modify (except as expressly set forth herein) any rights or
obligations of any of the parities under the Agreement.
3. This Amendment shall be governed by, and construed in accordance with,
the laws of the State of New York without reference to the choice of
law principles thereof.
4. This Amendment may be executed in one or more counterparts each of
which shall be deemed to be an original by the parties executing such
counterpart, but all of which shall be considered one and the same
instrument.
IN WITNESS WHEREOF, this Agreement has been signed on behalf of each of the
parties hereto as of the date first written above.
GLOBAL INDUSTRIAL
TECHONOLGIES, INC.
By:
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Xxxxxx X Xxxxxxx
President
A.P. GREEN INDUSTRIES, INC.
By:
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Xxxxxxxx X. Xxxx
Vice President
CHEMICAL LIME COMPANY
By:
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Xxxxx X. Xxxxxx
President and CEO
