Exhibit (a)(8)
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 1 ("Amendment No. 1") dated as of November 10, 1999, to the
Agreement and Plan of Merger (the "Agreement") dated as of October 17, 1999,
among Comair Holdings, Inc., a Kentucky corporation (the "Company"), Delta Air
Lines, Inc., a Delaware corporation ("Buyer"), and Kentucky Sub, Inc., a
Kentucky corporation and an indirect wholly-owned subsidiary of Buyer ("Merger
Subsidiary").
WHEREAS, the Company, Buyer and Merger Subsidiary have each determined
that it is in their respective best interests, and the best interests of their
respective stockholders, to amend the Agreement as hereinafter set forth;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Amendment of Section 6.02(c) of the Agreement. Section 6.02(c)
of the Agreement is hereby amended by deleting the clause "and the fee payable
pursuant to Section 11.04 is paid to Buyer" from the last sentence of the first
paragraph thereof.
SECTION 2. Amendment of Section 10.01 of the Agreement. Section 10.01 of
the Agreement is hereby amended by (i) deleting the proviso occurring at the
end of paragraph (d) thereof and (ii) deleting the last paragraph thereof.
SECTION 3. Amendment of Section 11.04 of the Agreement. Section 11.04 of
the Agreement is hereby amended and restated to read in its entirety as
follows:
"SECTION 11.04. Fees and Expenses. All costs and expenses incurred in
connection with this Agreement shall be paid by the party incurring such
cost or expense."
SECTION 4. Confirmation of Agreement. Except as expressly amended by this
Amendment No. 1, all terms and conditions of the Agreement shall remain in full
force and effect and are hereby ratified and confirmed.
SECTION 5. Governing Law. This Amendment No. 1 shall be construed in
accordance with and governed by the laws of the Commonwealth of Kentucky,
except the conflicts of laws provisions thereof.
SECTION 6. Counterparts; Effectiveness. This Amendment No. 1 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 No. 1 shall become effective when each party hereto
shall have received counterparts hereof signed by all of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
COMAIR HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx
Title: Senior Vice President Finance and
Chief Financial Officer
DELTA AIR LINES, INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Executive Vice President and Chief
Financial Officer
KENTUCKY SUB, INC.
By: /s/ M. Xxxxxxx Xxxxx
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Name: M. Xxxxxxx Xxxxx
Title: Vice President and Treasurer
