1 EXHIBIT (C)(2) April 29 - In the year of our Lord 1997 CVC or a foundation established by same agrees to sell all its Sinter Metals stock to GKN for $37 a share under the offer made to the stockholders. William T. Comfort Chairman Citicorp Venture...

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                                                                  EXHIBIT (C)(2)

April 29 - In the year of our Lord 1997

         CVC or a foundation established by same agrees to sell all its Sinter
Metals stock to GKN for $37 a share under the offer made to the stockholders.

                               Xxxxxxx X. Xxxxxxx
                                Chairman Citicorp
                                 Venture Capital

         This letter will remain in effect until the merger agreement is
terminated in accordance with its terms.

                              /s/Xxxxxxx X. Xxxxxxx

Agreed:


       /s/Xxxxx Xxxxxx
--------------------------------
Xxxxx Xxxxxx
for and on behalf of GKN plc
by Xxxxx Xxxxxx
Financial Director

30/4/97