AMENDMENT NO. 2, dated as of December 22, 2006 (this Second Amendment
), to the
Agreement and Plan of Merger
, dated as of October 19, 2006, by and among APN Holding Company, Inc.,
a Delaware corporation (Parent
), APN Mergersub, Inc., a Florida corporation and a wholly
owned direct subsidiary of Parent (MergerSub
), and Applica Incorporated, a Florida
corporation (the Company
), as amended by Amendment No. 1, dated December 14, 2006 (the
). Capitalized terms used herein and not defined herein have the
meanings ascribed thereto in the Merger Agreement.
WHEREAS, pursuant to, and subject to the limitations set forth in, Section 9.2 of the Merger
Agreement, the Merger Agreement may be amended, modified, or supplemented only by the written
agreement of the parties thereto; and
WHEREAS, the parties hereto wish to amend the Merger Agreement as set forth below.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the
receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:
1. Amendment. Section 3.1(a) of the Merger Agreement is hereby amended by deleting
the word $6.50 in both instances and replacing each with the word $7.00.
(a) Governing Law. This Second Amendment shall be governed by and construed in
accordance with the internal Laws of the State of Delaware applicable to Contracts made and wholly
performed in such state, without regard to any applicable conflict of laws principles; provided,
however, that the Merger will also be governed by the applicable provisions of the FCBA to the
extent required thereby.
(b) Counterparts. This Second Amendment may be executed in two or more counterparts,
all of which will be considered one and the same instrument and will become effective when
counterparts have been signed by each of the parties and delivered to the other parties, it being
understood that each party need not sign the same counterpart.
(c) Continued Force and Effect. Except as expressly amended or modified herein, the
provisions of the Merger Agreement are and shall remain in full force and effect.
(d) Authorization and Validity of Agreement. The execution and delivery of this
Second Amendment by each of the parties hereto have been duly authorized and approved by their
respective boards of directors and no other corporate action on the part of the parties hereto is
necessary to authorize the execution and delivery of this Second Amendment. This Second Amendment
has been, or will be when executed and delivered, duly executed and delivered by each of the
parties hereto, and a valid and binding obligation of each of the parties hereto enforceable
against each of the parties hereto in accordance with its terms, except to the extent that its
enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and
similar Laws affecting the enforcement of creditors rights generally and by general equitable
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