1
EXHIBIT 99.(c)(4)
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the "First
Amendment") is made and entered as of the 15th day of January, 1997 by and among
Cooperative Computing, Inc., a Texas corporation ("Parent"), CCI Acquisition
Corp., a Delaware corporation ("Sub"), and Triad Systems Corporation, a
Delaware corporation (the "Company").
W I T N E S S E T H:
WHEREAS, Parent, Sub and the Company are parties to an Agreement
and Plan of Merger, dated as of October 17, 1996 (the "Merger Agreement");
WHEREAS, Parent, Sub and the Company wish to amend certain
provisions of the Merger Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and
the mutual covenants and agreements hereinafter set forth, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. Defined Terms. Terms used herein with their initial
letters capitalized and not otherwise defined herein (including those terms so
used and not defined in the recitals above) shall have the respective meanings
given such terms in the Merger Agreement.
2. Amendment of Section 1.1(b) of the Merger Agreement. The
first sentence of Section 1.1(b) of the Merger Agreement is hereby amended by
deleting each of the two references to "90 calendar days" appearing in clause
(v) of such sentence and replacing each such reference with the following: "120
calendar days".
3. Amendment of Section 8.1(c) of the Merger Agreement.
Section 8.1(c) of the Merger Agreement is hereby amended by deleting the
reference to "February 18, 1997" appearing in such Section and replacing such
reference with the following: "the 45th day following the consummation of the
Offer".
4. Amendment of Section 8.1(g) of the Merger Agreement.
Section 8.1(g) of the Merger Agreement is hereby amended by deleting the
reference to "the 90th day"
2
appearing in such Section and replacing such reference with the following: "the
120th day".
5. Counterparts. This First Amendment may be executed in one
or more counterparts, each of which will be deemed an original and all of which
together will constitute one and the same instrument.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
2
3
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as of the date and year first above written.
COOPERATIVE COMPUTING, INC.
By: /s/ XXXXXXX XXXX
----------------------------------
Name: Xxxxxxx Xxxx
--------------------------------
Title: Chief Financial Officer
-------------------------------
CCI ACQUISITION CORP.
By: /s/ XXXXXXX X. XXXXXX
----------------------------------
Name: Xxxxxxx X. Xxxxxx
--------------------------------
Title: Executive Vice President
-------------------------------
TRIAD SYSTEMS CORPORATION
By: /s/ XXXXXXX X. XXXXXXX
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
--------------------------------
Title: Vice President, Finance
-------------------------------
3
