EXHIBIT (c)(4)
EXHIBIT 99(c)(4)
AMENDMENT, dated as of July 15, 1999 (this "Amendment"), to the
AGREEMENT AND PLAN OF MERGER (the "Merger Agreement"), dated as of July 9, 1999,
among Vivendi, a societe anonyme organized and existing under the laws of the
Republic of France ("PARENT"), Aqua Alliance Corporation, a Delaware corporation
and an indirect wholly owned subsidiary of Parent ("PURCHASER"), and Aqua
Alliance Inc., a Delaware corporation (the "COMPANY").
WHEREAS, Parent, Purchaser and the Company entered into the Merger
Agreement on July 9, 1999; and
WHEREAS, Parent, Purchaser and the Company desire to effect certain
technical changes to the Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, Parent, Purchaser and the Company hereby agree as follows:
1. ARTICLE VII, Section 7.01 of the Merger Agreement is hereby amended
by adding the following subsection:
(c) REDEMPTION OF SUBORDINATED CONVERTIBLE
DEBENTURES. The Company's 8% Subordinated Convertible
Debentures shall have been redeemed.
2. ANNEX A shall be amended and revised to read as attached Exhibit A.
Subordinated Convertible
IN WITNESS WHEREOF, Parent, Purchaser and the Company have caused this
Agreement to be executed as of the date first written above by their
respective officers thereunto duly authorized.
AQUA ALLIANCE INC.
By: ________________________
Name:
Title:
VIVENDI
By: ________________________
Name:
Title:
AQUA ACQUISITION
CORPORATION
By: ________________________
Name:
Title:
