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AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This Amendment to that certain Agreement and Plan of Merger
dated July 7, 1997 ("Agreement") is entered into as of the 29th day
of July, 1997 by and among Communications, Dycom, Acquisitions, and
Xxxxxx Xxxxxx and Xxxxxx Xxxxx, the owners of record of all of the
issued and outstanding stock of Communications. Except as
otherwise specified herein, capitalized terms used herein which are
defined in the Agreement shall have the respective meanings
ascribed thereto herein.
W I T N E S S E T H
WHEREAS, the parties to this Amendment have signed the
Agreement which provides that Acquisitions shall be merged into
Communications, with Communications being the Surviving
Corporation; and
WHEREAS, the parties are desirous of modifying certain
provisions of the Agreement by this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants,
agreements, representations and warranties herein contained, the
parties hereto agree to amend the Agreement in the following
respects:
A. Section 1.2 of the Agreement shall be amended by striking
the language "12:00 midnight on July 31, 1997 (the "Effective
Time"), unless the Articles of Merger are filed subsequent to July
31, 1997, in which event the merger shall be effective at", and
inserting "("Effective Time")" after the first reference to
Pennsylvania.
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B. Section 8.4 of the Agreement shall be deleted in its
entirety and inserted in lieu thereof shall be the following:
At Closing, Dycom shall issue an
additional 21,538 shares of Dycom
common stock to each of the
Communications Shareholders in
satisfaction of the $600,000
shareholder loan (including any
interest or other charges due in
connection with the same) reported
in Communications' financial
statements for the fiscal year ended
May 31, 1997. Each such additional
share shall bear the legend provided
in Section 9.1 of the Agreement.
The Communications Shareholders'
acknowledgment provided in Section
9.2 of the Agreement shall also
apply with respect to such
additional shares. Any and all
representations, warranties and
covenants made in the Agreement with
respect to the Dycom Shares shall
also apply with respect to such
additional shares. The original of
the notes and other evidence of such
shareholder loans shall be
appropriately marked to indicate
payment and the same shall be
delivered to Dycom on the Closing
Date.
C. Sections 10.8 and 11.7 of the Agreement shall be amended
by striking the language "attached hereto as Exhibits 'B.1' and
'B.2'" and inserting in lieu thereof "attached to the Amendment as
Exhibits 'B.1A' and 'B.2A'."
D. Section 11.8 of the Agreement shall be amended by
striking the language "attached hereto as Exhibit 'C'" and
inserting in lieu thereof "attached to the Amendment as Exhibit C-1."
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E. Section 15.1 of the Agreement shall be amended by
striking the language "or environmental" from the second sentence.
F. Except as modified by this Amendment, the Agreement shall
remain in full force and effect.
G. This Amendment may be executed simultaneously in one or
more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have duly executed this Amendment
as of the date first above written.
ATTEST: COMMUNICATIONS CONSTRUCTION
GROUP, INC.
/S/ Xxxxxx Xxxxx By: /s/ Xxxxxx Xxxxxx
Its: President
(Corporate Seal)
COMMUNICATIONS SHAREHOLDERS
/s/ Xxxxxx Xxxxxx
XXXXXX XXXXXX, Individually
/s/ Xxxxxx Xxxxx
XXXXXX XXXXX, Individually
ATTEST: DYCOM INDUSTRIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
/s/ Xxxxxxxx X. Xxxxxxx Its: Chairman & CEO
(Corporate Seal)
ATTEST: DYCOM ACQUISITIONS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
/s/ Xxxxxxxx X. Xxxxxxx Its: Chairman & President
(Corporate Seal)
