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EXHIBIT 10.2 (B)
AMENDMENT
TO
RESTATED AND AMENDED PURCHASE AND SALE AGREEMENT
This Amendment (the "AMENDMENT") to the Restated and Amended Purchase
and Sale Agreement ("RESTATED PURCHASE AGREEMENT") dated March 30, 2000, by and
among Telex Communications, Inc. ( "TELEX"), and Altec Lansing Technologies,
Inc. ("ALTI"), is entered into effective as of April 28, 2000.
W I T N E S S E T H:
WHEREAS, Telex and ALTI each desire to amend the terms of the Restated
Purchase Agreement to extend the date by which the "Closing" (as defined in
Section 9.1 of the Restated Purchase Agreement) must occur on the conditions set
forth below; and
WHEREAS, in accordance with Section 7(e) of the Restated Purchase
Agreement, Telex and ALTI may amend the terms of the Restated Purchase Agreement
by a writing signed by both parties.
NOW, THEREFORE, for and in consideration of the mutual benefits to be
derived, promises and agreements contained herein, and other good and value
consideration, the parties hereto agree as follows:
A G R E E M E N T:
1. Amendments. Section 9.1 of the Restated Purchase Agreement is hereby
amended and restated in its entirety to read as follows:
9.1) Closing Date. The closing (herein before and hereinafter
the "Closing") of the transaction contemplated by this Agreement shall
be held on or before May 15, 2000 (herein before and hereinafter the
"Closing Date") at such place as mutually agreed to by the parties.
2. ALTI shall promptly notify Telex if, and in the event that, ALTI
learns that its application for financing from Congress has been denied. The
parties agree to use their best efforts to cause the Closing Date to occur
within three (3) business days following such a denial.
3. Construction. All references in any other ancillary agreements or
otherwise to the Restated Purchase Agreement shall be deemed to refer to the
Restated Purchase Agreement as amended by this Amendment. Unless otherwise
defined in this Amendment, capitalized terms used in this Amendment will have
the
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meanings ascribed to them in the Restated Purchase Agreement. In the event
of a conflict between the respective provisions of the Restated Purchase
Agreement and this Amendment, the terms of this Amendment shall control.
4. Effect of Amendment. Except as specifically amended by the terms of
this Amendment, the terms and conditions of the Restated Purchase Agreement
shall remain in full force and effect for all purposes, and Telex and ALTI
hereby ratify and confirm the terms and conditions of the Restated Purchase
Agreement, as amended pursuant to this Amendment.
5. Counterparts; Facsimiles. This Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall be
deemed an original, and such counterparts together shall constitute one and the
same instrument. Each Party shall receive a duplicate original of the
counterpart copy or copies executed by it. For purposes hereof, a facsimile copy
of this Agreement, including the signature pages hereto, shall be deemed to be
an original. Notwithstanding the foregoing, the Parties shall each deliver
original execution copies of this Agreement to one another as soon as
practicable following execution thereof.
IN WITNESS WHEREOF, Telex and ALTI have caused this Amendment to be
executed by their respective duly authorized officers effective as of the date
first above written.
TELEX COMMUNICATIONS, INC.
("TELEX")
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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ALTEC LANSING TECHNOLOGIES, INC.
("ALTI")
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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