EXHIBIT 10.1
AMENDMENT NO. 2 TO MERGER AGREEMENT
This AMENDMENT NO. 2 (this "Amendment") is made and entered into as of this
8th day of October 1996 by and among Borland International, Inc., a Delaware
corporation ("Acquiror"), Aspen Acquisition Corp., a Delaware corporation and a
direct, wholly-owned subsidiary of Acquiror ("Acquiror Sub"), and Open
Environment Corporation, a Delaware corporation (the "Target"), with reference
to the following:
Acquiror, Acquiror Sub and Target are parties to that certain Agreement and
Plan of Merger dated as of May 11, 1996 (the "Merger Agreement"), pursuant
to which Acquiror is to acquire Target by way of a merger of Acquiror Sub
into Target.
The parties hereto agree that the Merger Agreement is amended as follows:
1. The date after which the Merger Agreement may be terminated pursuant
to Section 8.01(b) is changed from October 31, 1996 to November 25, 1996.
2. The parties agree that the terms of the Merger Agreement and their
respective rights and obligations thereunder, remain in full force and
effect notwithstanding the restatement of, or amendment to, the OEC
financial statements included as part of the Proxy Statement/Prospectus
Amendment No. 3 to be filed with the Securities and Exchange Commission on
October 11.
3. Except as provided above, the Merger Agreement remains in full force
and effect.
IN WITNESS WHEREOF, Acquiror, Acquiror Sub and the Target have caused this
Amendment to be executed as of the date first written above by their respective
officers thereunto duly authorized.
BORLAND INTERNATIONAL, INC.
By /s/ Xxxx X. Xxxxx, XX
----------------------------------
Name: Xxxx X. Xxxxx, XX
Title: Vice President
ASPEN ACQUISITION CORP.
By /s/ Xxxx X. Xxxxx, XX
----------------------------------
Name: Xxxx X. Xxxxx, XX
Title: Vice President
OPEN ENVIRONMENT CORPORATION
By /s/ Xxxx Xxxxx
---------------------------------
Name: Xxxx Xxxxx
Title: President
