FIRST AMENDMENT TO MERGER AGREEMENT
FIRST AMENDMENT, dated as of June 1, 2000 (this "First Amendment"), to
the Agreement and Plan of Merger, dated as of May 2, 2000 (the "Merger
Agreement"), by and among Automatic Data Processing, Inc., a Delaware
corporation ("Parent"), FIS Acquisition Corp., a New Jersey corporation and a
wholly owned subsidiary of Parent ("Purchaser"), and Xxxxxxxxxx Graphics
International, Inc., a New Jersey corporation (the "Company"). Capitalized terms
used herein and not defined herein have the meanings ascribed thereto in the
Merger Agreement.
WHEREAS, pursuant to, and subject to the limitations set forth in,
Section 8.04 of the Merger Agreement, the Merger Agreement may be amended by
action taken by or on behalf of the Boards of Directors of the Company, Parent
and Purchaser by an instrument in writing signed on behalf of each of the
parties thereto; and
WHEREAS, the parties hereto wish to amend the Merger Agreement as set
forth below.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the receipt and adequacy of which are hereby acknowledged, the
parties hereby agree as follows:
1. Amendment. Section 8.03(b) of the Merger Agreement is hereby amended
by (a) deleting the phrase "Four Million U.S. Dollars ($4,000,000)" and
replacing it with the phrase "Two Million Five Hundred Thousand U.S. Dollars
($2,500,000)" and (b) deleting the phrase "One Million U.S. Dollars
($1,000,000)" and replacing it with the phrase "Seven Hundred Fifty Thousand
U.S. Dollars ($750,000)."
2. Miscellaneous.
(a) Governing Law. This First Amendment shall be governed by
and construed in accordance with the laws of the State of New Jersey except
insofar as mandatory provisions of the Securities Act and the Exchange Act apply
to the Offer.
(b) Counterparts. This First Amendment may be executed in
counterparts, each of which shall be deemed an original, but all of which, taken
together, shall constitute one and the same instrument.
(c) Continued Force and Effect. Except as expressly amended or
modified herein, the provisions of the Merger Agreement are and shall remain in
full force and effect.
2
IN WITNESS WHEREOF, the undersigned has executed, or has caused to be
executed, this First Amendment on the date first written above.
AUTOMATIC DATA PROCESSING, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Corporate Vice President
FIS ACQUISITION CORP.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President
XXXXXXXXXX GRAPHICS
INTERNATIONAL, INC.
By: /s/ Xxxxxxx Xxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxx
Title: President
