AMENDMENT DATED AS OF JANUARY 10, 1996
TO
AGREEMENT AND PLAN OF REORGANIZATION
DATED AS OF OCTOBER 2, 1995
AMONG
AEL INDUSTRIES,INC., TRACOR, INC. AND TRACOR AEL, INC.
Amendment (the "Amendment") dated as of January 10, 1996 to the
Agreement and Plan of Merger (the "Agreement") dated as of October 2, 1995
among AEL Industries, Inc., a Pennsylvania corporation ("AEL"), Tracor,
Inc., a Delaware corporation ("Buyer") and Tracor AEL, Inc., a Delaware
corporation and a wholly-owned subsidiary of Buyer ("Sub").
BACKGROUND
AEL, Buyer and Sub have entered into the Agreement which they intend
to amend by this Amendment. The Agreement and the Amendment are
collectively referred to as the "Amended Agreement."
The renegotiated price provided for herein reflects information
furnished by AEL to Buyer and Sub prior to the date hereof.
NOW, THEREFORE, AEL, Buyer and Sub, each intending to be legally bound
hereby, agree as follows:
Section 1. Definitions
All terms defined in the Agreement and in the Plan of Merger (attached
as Exhibit A to the Agreement) shall have the same meanings when used
herein, except where (i) otherwise specified herein or (ii) the context
clearly requires otherwise.
Section 2. Amended Merger Price
The "Merger Price" is amended so as to be $24.25 per share.
Section 3. Amended Plan of Merger
The Plan of Merger is amended so as to conform to the amendments made
herein to the Agreement and is defined as the "Amended Plan of Merger".
Section 4. Amended Merger Transaction
The "Merger Transaction" is amended so as to consist of the Amended
Agreement, the Amended Plan of Merger and the Merger.
Section 5. Amendment Concerning Material Adverse Effect
"Material Adverse Effect" shall in no event consist of or include any
effect on the business, operations or financial condition of the AEL Group
which arises out of any information furnished to Buyer by AEL prior to the
date hereof.
Section 6. Amendment Concerning Material Adverse Change
A determination of "Material Adverse Change" pursuant to Section
4.1(d) of the Agreement shall not take into account the effect on the
business, operations or financial condition of AEL since February 24, 1995
of any information furnished to Buyer by AEL prior to the date hereof.
Section 7. Amendment Concerning Accuracy of Representations and
Warranties
A determination of whether the representations and warranties of AEL
in the Agreement shall be accurate in all material respects at and as of
the Closing Date (except to the extent that such representation and
warranty speaks as of another date) pursuant to Section 4.1(d) of the
Agreement shall not take into account any information furnished to Buyer by
AEL prior to the date hereof.
Section 8. Amendment Concerning Termination by Buyer and Sub
A determination of whether (i) there shall have occurred an event
which shall have caused a Material Adverse Effect or (ii) the
representations and warranties of AEL have been breached or become
inaccurate in a material respect as of the Closing (each pursuant to
Section 5.4(d) of the Agreement) shall not take into account any
information furnished to Buyer by AEL prior to the date hereof.
Section 9. Xxxxxx Litigation
Buyer and Sub acknowledge that they have been advised by AEL of the
pending litigation captioned as Xxxxxx Xxxxxx v. Xx. Xxxx Xxxxxxx, Xxxxxx
Xxxxxxx and AEL Industries, Inc., #95-21600, Xxxxxxxxxx County,
Pennsylvania Court of Common Pleas ("Xxxxxx Litigation"). Buyer and Sub
waive compliance with the conditions to their respective obligations set
forth in Section 4.1(d) of the Agreement as they relate to the Xxxxxx
Litigation.
Section 10. Commitment Letter
Buyer and Sub have no reason to believe that the financing
contemplated in the Commitment Letter will not be consummated. Buyer and
Sub shall use all reasonable efforts to obtain from Bankers Trust Company
an extension to March 31, 1996 of the current expiration date of the
Commitment Letter and shall promptly provide substantiation thereof to AEL.
Section 11. Full Force and Effect
The Agreement, as amended hereby, is ratified, confirmed and continued
in full force and effect.
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
executed as of the date first above written.
AEL INDUSTRIES, INC.
By:________________
Title:_____________
TRACOR, INC.
By:________________
Title:_____________
TRACOR AEL, INC.
By:________________
Title:_____________
