1
WAIVER
WHEREAS, Xxxxx & Xxxxxxx United, Inc. ("P&L"), The Xxxxxxx-Xxxxxxxx Company
("S-W") and SWACQ, Inc. ("Acquisition") have entered into an Agreement and Plan
of Merger dated as of November 4, 1995 (the "Merger Agreement");
WHEREAS, pursuant to the Merger Agreement, Acquisition commenced a cash
tender offer (the "offer") for all of the issued and outstanding shares of
Common Stock of P&L (including the associated Common Stock Purchase Rights);
WHEREAS, the Offer currently is scheduled to expire at 12:00 Midnight, New
York City time, on December 8, 1995:
WHEREAS, Section 1.01(a) of the Merger Agreement permits S-W to cause the
Offer to be extended for one or more periods of not more than ten business days;
WHEREAS, S-W and Acquisition desire to extend the expiration date of the
Offer to 5:00 p.m., New York City time, on Friday, January 5, 1995 in a single
extension and not in a series of extensions of ten business days or less, and
P&L is willing to agree to such an extension; and
WHEREAS, pursuant to Section 10.04 of the Xxxxxx Xxxxxxxxx, X&X and S-W are
permitted to waive compliance with any of the agreements contained in the Merger
Agreement provided that such waiver is set forth in a written instrument signed
by the parties;
NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree
to waive the relevant provisions of Section 1.01(a) of the Merger Agreement to
permit the extension of the Offer, pursuant to a single extension, to 5:00 p.m.,
New York City time, on Friday, January 5, 1995. Except as expressly provided in
this document, all of the provisions of the Merger Agreement remain in full
force and effect.
IN WITNESS WHEREOF, the parties have each duly executed this Waiver on
December 8, 1995.
XXXXX & XXXXXXX UNITED, INC.
By:/s/ XXXXX X. XXXXX
Xxxxx X. Xxxxx
Corporate Vice-President, Finance
THE XXXXXXX-XXXXXXXX COMPANY
By:/s/ CONWAY G. XXX
Xxxxxx X. Xxx, Vice President
Corporate Planning and Development
SWACQ, INC.
By:/s/ CONWAY G. XXX
Xxxxxx X. Xxx
Vice President
