**EXHIBIT2.7**

 

[Green Manufacturing, Inc. letterhead]

 

EffectiveDate:  June 8, 2005

 

RosenboomMachine & Tool, Inc.

1530 WesternAvenue

Sheldon, Iowa51201

Attention:Brian Rosenboom, Vice President

 

Re:                               Amendmentto Asset Purchase Agreement

 

Ladies and Gentlemen:

 

Reference ismade to that certain Asset Purchase Agreement among Rosenboom Machine & Tool, Inc. (“RMT”), Green Manufacturing, Inc. (“Green”)and P & F Industries, Inc., executed and delivered on the 13thday of December, 2004, effective as of the close of business on the 10thday of December, 2004 (the “APA”). Capitalized terms used and not otherwisedefined herein shall have the same meanings given them in the APA.

 

This is toconfirm that, effective as of the date first above written, the APA shall be,and hereby is, amended as follows:

 

Section 2.2.1(a) of the APA is hereby deleted in its entirety andreplaced with the following:

 

“(a) For purposes of this Agreement, the term “Earn-Out Period” shallmean each of the following periods: (x) the period commencing as of theEffective Time through and including December 31, 2004; (y) each of thenineteen (19) consecutive quarterly periods commencing on January 1, 2005through and including September 30, 2009; and (z) the period commencing onOctober 1, 2009 through and including the close of business on December 10,2009. The Buyer shall pay to the Seller an amount equal to (i) one andfive-tenths (1.5%) percent of the Buyer’s Gross Sales during each of theEarn-Out Periods of the Seller’s Products, as hereinafter defined, that aremanufactured outside the United States; (ii) with respect to each ActiveCustomer, as hereinafter defined, six and five-tenths (6.5%) percent (the “DomesticPercentage”) of the Buyer’s Gross Sales to each such Active Customer duringeach such Earn-Out Period of the Seller’s Products that are manufactured in theUnited States (“Domestic Products”); provided, however, that withrespect to each Active Customer during any Earn-Out Period, the DomesticPercentage applicable to Gross Sales of Domestic Products to such ActiveCustomer shall be reduced, on a one-for-one basis, to the extent the GrossMargin, as hereinafter defined, applicable to Gross Sales to such ActiveCustomer during such Earn-Out Period is less than thirty-one and five-tenths(31.5%) percent (in each case, the “Additional Consideration”). The AdditionalConsideration for each Earn-Out Period shall be calculated on an ActiveCustomer-by-Active Customer basis. As an illustration of the foregoing, in

 

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the eventthat, with respect to Gross Sales of Domestic Products to a particular ActiveCustomer, the Gross Margin during a particular Earn-Out Period is thirty (30%)percent, then the Domestic Percentage applicable to such Active Customer withrespect to such Earn-Out Period shall be five (5%) percent calculated asfollows: 6.5 – (31.5–30.0) = 5.0. During the Earn-Out Periods, the Buyer shallnot change the selling price of the Seller’s Products from the highest amountcharged by the Seller to any of its customers, including, but not limited to,Active Customers, for such products prior to the Effective Time (the “SellingPrice”) without the prior written consent of the Seller.”

 

Except as set forth herein, no other change inthe terms, provisions or conditions of the APA is hereby effected, intended orimplied, and the APA shall remain in full force and effect, and uninterrupted.If the foregoing is in accordance with your understanding of our agreement,please so indicate by signing and returning to us the enclosed copy of thisletter.

 
|                                   | Very truly  yours,               |
|----------------------------------------|----------------------------------|
|                                   |                             |
|                                   | **GREEN MANUFACTURING, INC.**    |
|                                   |                             |
|                                   | By:                              | /s/ Joseph  A. Molino, Jr. |   |
|                                   |                             | Joseph A.  Molino, Jr., Vice President |
|                                   |                             |
| Read and  Agreed to by:                |                             |
|                                   |                             |
| **ROSENBOOM MACHINE & TOOL, INC.** |                             |
| ** **                             |                             |
| By:                                    |  /s/ Brian Rosenboom        | ** ** |   |
|                                   | Brian  Rosenboom, Vice President |   |
|                                        |                                  |  |  |  |  |

 

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