AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of March
29, 1998, among Sunbeam Corporation, a Delaware corporation ("LASER"), Laser
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
Laser ("LASER MERGER SUB"), Xxxxxxx (Parent) Holdings Inc., a Delaware
corporation ("PARENT HOLDINGS"), and CLN Holdings Inc. ("HOLDINGS"), a
Delaware corporation and a wholly owned subsidiary of Parent Holdings.
WHEREAS, Laser, Laser Merger Sub, Parent Holdings and Holdings have
entered into an Agreement and Plan of Merger, dated as of February 27, 1998
(the "MERGER AGREEMENT"), providing for the merger of Holdings with Laser
Merger Sub, as provided therein;
WHEREAS, defined terms used herein shall have the meanings ascribed
thereto in the Merger Agreement, except as otherwise provided herein; and
WHEREAS, Section 2.8 of the Merger Agreement provides that, at any
time prior to the Holdings Effective Time, Holdings may elect, in its sole
discretion, upon notice to Laser, to effectuate the Holdings Merger such that
Holdings will be merged with and into Laser Merger Sub, with Laser Merger Sub
as the Surviving Corporation for all purposes under the Merger Agreement, and
that, in such event, the parties to the Merger Agreement shall execute an
appropriate amendment thereto to reflect the foregoing.
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein, the
parties hereto agree as follows:
This Amendment No. 1 shall constitute the election of Holdings and
the notice to Laser contemplated by Section 2.8 of the Merger Agreement, and
the parties hereto hereby agree that accordingly, notwithstanding anything to
the contrary in the Merger Agreement, upon the terms and subject to the
conditions set forth therein, and in accordance with the DGCL, at the
Holdings Effective Time (as defined in Section 2.3 thereof), Holdings shall
be merged with and into Laser Merger Sub, and following the Holdings
Effective Time, Laser Merger Sub shall continue as the Surviving Corporation,
and the separate corporate existence of Holdings shall cease. All of the
provisions of the Merger Agreement shall be and hereby are deemed to be
amended and modified to the extent necessary to reflect appropriately the
foregoing election, notice and agreement, including Section 2.4 of the Merger
Agreement, to reflect that the certificate of incorporation of the Surviving
Corporation shall be the certificate of incorporation of Laser Merger Sub as
in effect at the Holdings Effective Time.
Except as amended hereby, the Merger Agreement shall remain in full
force and effect in all respects.
IN WITNESS WHEREOF, the parties have executed or caused this
Agreement to be executed as of the date first written above.
SUNBEAM CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X.Xxxxxx
Title: Chairman of the Board and Chief
Executive Officer
LASER ACQUISITION CORP.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chairman of the Board
CLN HOLDINGS INC.
By: /s/ Xxxxx X. Xxxxxx
---------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
XXXXXXX (PARENT) HOLDINGS INC.
By: /s/ Xxxxx X. Xxxxxx
---------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
