AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This Amendment to Agreement and Plan of Merger (the "Amendment") dated
as of January 18, 2000, by and between White Cap Industries, Inc., a Delaware
corporation (the "Company"), and WC Recapitalization Corp., a Delaware
corporation ("MergerSub").
RECITALS
A. The Company and MergerSub are parties to an Agreement and Plan of
Merger (the "Merger Agreement"), dated as of July 21, 1999.
B. The Company and MergerSub desire to amend the Merger Agreement as
described in this Amendment.
AGREEMENTS
For good and valuable consideration, the sufficiency of which is hereby
acknowledged, the Company and MergerSub covenant and agree as follows:
1. Section 10.1(b) of the Merger Agreement is deleted in its entirety
and replaced with the following:
By either the Company or MergerSub, if the Merger has not been
consummated by March 31, 2000, provided that the party seeking to
exercise such right is not then in breach in any material respect of
any of its obligations under this Agreement;
2. Except as modified by this Amendment, the Merger Agreement shall
remain in full force and effect. In the event of any conflict between this
Amendment and the Merger Agreement, this Amendment shall control.
3. This Amendment may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. This Amendment shall become
effective when each party hereto shall have received a counterpart hereof
signed by the other party.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed by their respective authorized officers as of the day and year first
above written.
THE COMPANY
WHITE CAP INDUSTRIES, INC.
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
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Title: Chief Financial Officer
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MERGERSUB
WC RECAPITALIZATION CORP.
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
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Title: President
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