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EXHIBIT NO. 2
AMENDMENT AGREEMENT
AMENDMENT AGREEMENT, dated as of September 6, 1995, among Zurich
Insurance Company, a corporation organized under the laws of Switzerland
("Zurich"), Insurance Partners, L.P., a Delaware limited partnership
("IP"), Insurance Partners Offshore (Bermuda), L.P., a Bermuda limited
partnership ("IP Bermuda" and, together with IP, "Insurance Partners"),
ZIP Acquisition Corp., a Delaware corporation ("ZIP"), and Xxxxxx
Corporation, a Delaware corporation (the "Company").
WHEREAS, the parties have entered into an Agreement and Plan of
Merger dated as of May 15, 1995 (the "Agreement");
WHEREAS, the parties wish to amend certain provisions of the
Agreement; and
WHEREAS, Section 7.3 of the Agreement provides in relevant part that
at any time prior to the Effective Time, the parties may modify or amend
the Agreement, by written agreement executed and delivered by duly
authorized officers of the respective parties.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt of which is hereby acknowledged,
Zurich, Insurance Partners, ZIP and the Company hereby agree as follows:
1. Terms not specifically defined herein shall have the meanings
set forth in the Agreement.
2. The parties agree that the Merger Consideration to be (i)
received for each share of Common Stock and (ii) used in the calculation
of the cash payment to holders of Company Stock Options and Phantom Stock
Rights in the Merger shall be $49.80 without interest. Accordingly, all
references in the Agreement to "$49.50 per share" shall be amended to
read "$49.80 per share" for all intents and purposes under the Agreement.
3. References in the Agreement to the ESOP Sale shall be deemed to
be references to (i) a sale by KFC to the ESOP of approximately 96% of
the Newco Common Stock for $71.4 million, (ii) the issuance of
approximately 4% of the Newco Common Stock to the management of KSI,
(iii) the issuance of Newco non-voting common stock to the management of
KSI representing approximately a 1% common equity interest in Newco, (iv)
the sale of approximately $30 million aggregate liquidation preference of
Series A Exchangeable Preferred Stock of Newco (the "Newco Preferred
Stock") by KFC to the Company as payment for intercompany indebtedness
and (v) the distribution of approximately $30 million aggregate
liquidation preference of Newco Preferred Stock by the Company to its
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stockholders. Each of the transactions in clauses (i) - (v) shall be
effected pursuant to the terms and conditions set forth in Annex A
attached hereto. In furtherance thereof, Schedule I of the Disclosure
Schedule is amended and replaced in its entirety by Annex A attached
hereto.
4. This Agreement may be executed in one or more counterparts, all
of which shall be considered one and the same Agreement and shall become
effective when one or more counterparts have been signed by each of the
parties and delivered to the other parties.
5. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware without regard to conflicts of law
principles thereof.
IN WITNESS WHEREOF, each of Zurich, IP, IP Bermuda, ZIP and the
Company has caused this agreement to be signed by its respective officers
thereunto duly authorized, all as of the date first written above.
ZURICH INSURANCE COMPANY
By: /s/XXXX XXXXXX
--------------
Name: Xxxx Xxxxxx
Title: Chairman and Chief Executive Officer
By: /s/XXXXXX XXXX
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Name: Xxxxxx Xxxx
Title: General Counsel
INSURANCE PARTNERS, L.P.
By: Insurance GenPar, L.P., its general partner
By: Insurance GenPar MGP, L.P., its general
partner
By: Insurance GenPar MGP, Inc., its general
partner
By: /s/XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Vice President and
Assistant Secretary
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INSURANCE PARTNERS OFFSHORE
(BERMUDA), L.P.
By: Insurance GenPar (Bermuda), L.P.,
its general partner
By: Insurance GenPar (Bermuda) MGP, L.P.,
its general partner
By: Insurance GenPar (Bermuda) MGP, Ltd.,
its general partner
By: /s/XXXXXX XXXXXXXXX
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Name: Xxxxxx Xxxxxxxxx
Title: Vice President and
Assistant Secretary
ZIP ACQUISITION CORP.
By: /s/XXXXXX XXXXXXXXX
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Name: Xxxxxx Xxxxxxxxx
Title: Vice President
XXXXXX CORPORATION
By: /s/XXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxx
Title: Chairman of the Board and
Chief Executive Officer
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