EXHIBIT 2(a)
FIRST AMENDMENT TO THE AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER
FIRST AMENDMENT TO THE AMENDED AND RESTATWED AGREEMENT AND PLAN
OF MERGER, dated as of October 15, 1997 (the "Amendment"), among CTS
Corporation, an Indiana corporation ("Parent"), CTS First Acquisition
Corp., a New York corporation and a wholly owned subsidiary of Parent
("Sub"), and Dynamics Corporation of America, a New York corporation (the
"Company").
WHEREAS, Parent, Sub and the Company have entered into the
Amended and Restated Agreement and Plan of Merger, dated as of May 9, 1997
and amended and restated on July 17, 1997 (the "Merger Agreement"), which
sets forth the terms and conditions upon which the Company will merge with
and into Sub (the "Merger");
WHEREAS, Parent, Sub and the Company desire that after the
Effective Time of the Merger, the certificate of incorporation of Sub shall
be amended to change the name of Sub to Dynamics Corporation of America;
and
WHEREAS, Parent, Sub and the Company desire to amend the Merger
Agreement to make the change set forth below.
NOW, THEREFORE, in consideration of the agreement herein set
forth, the parties agree as follows:
1. DEFINITIONS. Capitalized terms used and not otherwise
defined herein shall have the respective meanings assigned to them in the
Merger Agreement.
2. AMENDMENT TO SECTION 2.05 OF THE MERGER AGREEMENT.
Subsection (a) of Section 2.05 is hereby amended and restated in its
entirety to read as follows:
"(a) The certificate of incorporation of Sub will be the
certificate of incorporation of the Surviving Corporation, amended to
change the name of the Surviving Corporation to `Dynamics Corporation
of America', until thereafter changed or amended as provided therein
or by Law."
IN WITNESS WHEREOF, Parent, Sub and the Company have caused
this Amendment to be signed by their respective officers thereunto
duly authorized, all as of the date first written above.
CTS CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chairman of the Board,
President and Chief
Executive Officer
CTS FIRST ACQUISITION CORP.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
DYNAMICS CORPORATION OF AMERICA
By: /s/ Xxxxxx Xxxxxxxx
----------------------------
Name: Xxxxxx Xxxxxxxx
Title: Chairman of the Board
And President
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