AMENDMENT NO. 1
TO
REORGANIZATION AND ASSET
ACQUISITION AGREEMENT
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This Amendment is made as of September 30, 1996 by and among Xxxxxxx
Corporation, a Delaware corporation ("Xxxxxxx"), Xxxxxxx Cable Systems, Inc.,
a Delaware corporation and a wholly-owned subsidiary of Xxxxxxx
("Purchaser"), Web Wire Products, Inc., a Florida corporation ("Seller") and
Xxxxxx Xxxxxxxxxx and Xxxxx X. Xxxxx, the sole shareholders of Seller (the
"Shareholders").
W I T N E S S E T H :
WHEREAS, Xxxxxxx, Purchaser, Seller and Shareholders are parties to
that certain Reorganization and Asset Acquisition Agreement dated as of
September 20, 1996 (the "Acquisition Agreement") and desire to amend the same
as herein provided.
NOW, THEREFORE, the parties agree as follows:
1. AMENDMENT. Sections 8.1 and 10(c) of the Acquisition Agreement
are hereby amended to delete the date "September 30, 1996" therefrom and to
insert the date "October 11, 1996" in place thereof.
2. EFFECT OF AMENDMENT. Except as specifically amended hereby, the
Acquisition Agreement shall remain unamended and in full force and effect. All
references in the Acquisition Agreement to "this Agreement" or terms such as
"herein", "hereof" or similar terms shall mean the Acquisition Agreement as
amended by this Amendment.
3. BINDING EFFECT. This Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors
and assigns.
4. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, all of which taken together shall constitute one and the same
instrument.
5. GOVERNING LAW. The internal law, not the law of conflicts, of
the State of Illinois shall govern all questions concerning the construction,
validity and interpretation of this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first written above.
SELLER:
WEB WIRE PRODUCTS, INC.
By:/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: President
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SHAREHOLDERS:
/s/ Xxxxxx Xxxxxxxxxx
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Xxxxxx Xxxxxxxxxx
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
PURCHASER:
XXXXXXX CABLE SYSTEMS, INC.
By:/s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: Vice President
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ACKNOWLEDGED AND ACCEPTED AS OF THE DATE FIRST-ABOVE WRITTEN
XXXXXXX CORPORATION
By:/s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: President and Chief Operating Officer
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