SECOND AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of
April 6, 1998 (this "Amendment"), to the Agreement and Plan of Merger, dated as
of February 23, 1998, as amended by a First Amendment to Agreement and Plan of
Merger dated March 30, 1998 (the "Merger Agreement"), among DYCOM INDUSTRIES,
INC., a Florida corporation ("Parent"), DYCOM ACQUISITION CORPORATION I, a
Missouri corporation and a wholly owned subsidiary of Parent ("Merger Sub"),
INSTALLATION TECHNICIANS, INC., a Missouri corporation (the "Company"), and the
stockholders of the Company listed on the signature pages hereto (collectively,
the "Stockholders").
WHEREAS, the parties hereto are parties to the Merger
Agreement (capitalized terms not defined herein have the meanings ascribed to
them in the Merger Agreement); and
WHEREAS, the parties hereto desire to amend the Merger
Agreement;
NOW THEREFORE, in consideration of the premises and of the
mutual agreements and understandings hereinafter set forth, the parties hereto
hereby agree as follows:
SECTION 1. Amendment to Merger Agreement. The Merger Agreement
is hereby amended by deleting Section 3.01(c) in its entirety and inserting in
lieu thereof the following:
"(c) each share of Merger Sub Common Stock issued and
outstanding immediately prior to the Effective Time shall be
converted into 300 validly issued fully paid and
nonassessable shares of Common Stock of the Surviving
Corporation."
SECTION 2. Effect of Amendments. Except as and to the extent
expressly modified by this Amendment, the Merger Agreement shall remain in full
force and effect in all respects.
SECTION 3. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of Delaware applicable
to contracts executed in and to be performed in that State.
SECTION 4. Counterparts. This Amendment may be executed and
delivered (including by facsimile transmission) in one or more counterparts, and
by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.
2
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed on their behalf as of the date first written above.
DYCOM INDUSTRIES INC.
By /s/ Xxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chairman and CEO
DYCOM ACQUISITION CORPORATION I
By /s/ Xxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chairman of the Board
INSTALLATION TECHNICIANS, INC.
By /s/ Xxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer
STOCKHOLDERS:
/s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Address: 0000 Xxxx Xxxxxxxx
Xxxxxxxx, XX 00000
3
/s/ Xxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Address: 000 Xxxxxxxx Xxx Xxxxxxx
Xxxxxxxxxx Xxxx, XX 00000
/s/ Xxxx X. Xxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxx
Address: 0000 X.X. 000 Xxxxx
Xxxxx Xxxxxx, XX 00000
