EXHIBIT 2.1
AMENDMENT TO PURCHASE AND SALE AGREEMENT
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This Amendment to Purchase and Sale Agreement dated as of March 12, 1998,
is by and between Xxxxxx Power Tools, Inc. ("Buyer"), a Delaware corporation,
GPX Corp. ("Seller"), a Nevada corporation, Xxxxxx Industries, Inc. ("Xxxxxx),
an Ohio corporation, and Global Industrial Technologies, Inc. ("Global"), a
Delaware corporation.
WHEREAS, effective as of March 3, 1998, Buyer, Seller, Xxxxxx and Global
executed that certain Purchase and Sale Agreement (the "Agreement"; capitalized
terms not otherwise defined herein shall have the meaning given to them in the
Agreement);
WHEREAS, the parties desire that certain changes be made to the Agreement.
IN CONSIDERATION of the mutual covenants and agreements hereinafter set
forth, and for good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, the Parties hereby agree as follows:
1. Section 2.5.1.2.19. A new Section 2.5.1.2.19 shall be added to the
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Agreement as follows:
The Peg Net Asset Statement does not include and the Preliminary and Final
Closing Net Asset Statements will include an accrual for Liabilities related to
the supplemental pension plan provided through Delta Xxxxx to the employees of
INTOOL International B.V., using the same procedures and assumptions as used in
the most recent actuarial valuation.
2. Section 2.5.1.2.1. Section 2.5.1.2.1 shall be revised by replacing the
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reference to "(S)2.5.1.2.18" in the last line with a reference to
"(S)2.5.1.2.19."
3. Other Provisions Not Changed. The Agreement, except as modified in this
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Amendment to Purchase and Sale Agreement shall be and remain in full force and
effect in accordance with its terms.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to
Purchase and Sale Agreement to be duly executed as of the day and year first
written above.
XXXXXX POWER TOOLS, INC. GPX, CORP,
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxxxx
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Title: Authorized Signatory Title: Vice President
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XXXXXX INDUSTRIES, INC. GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxxxx
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Title: Sr. Vice President Title: Senior Vice President
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