Exhibit 2.2
AMENDMENT NO. 1 TO MERGER AGREEMENT
This Amendment No. 1, dated as of May 25, 2004 (this "Amendment") to
the Agreement and Plan of Merger, dated as of February 4, 2004 (the "Merger
Agreement"), is made by and between Cable Design Technologies Corporation,
("CDT"), BC Merger Corp. ("Merger Sub") and Xxxxxx Inc. ("Belden").
WHEREAS, CDT, Merger Sub and Belden wish to amend the Merger Agreement
as set forth herein;
NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the parties agree
as follows:
1. Belden Purchase Plans. The third sentence of Section 6.11(c) of the
Merger Agreement is hereby deleted in its entirety and replaced with
the following:
(a) "To the extent any offering period under the Belden Purchase
Plans is in progress at the time of such termination, Belden
shall cancel all options to purchase shares of Belden Common
Stock outstanding thereunder in exchange for paying each
participant the excess, if any, of the Fair Market Value of a
share of Belden Common Stock on the date of cancellation over
the option price per share, multiplied by the number of shares
of Belden Common Stock covered by the cancelled option."
2. Officers. Schedule 6.13(c) shall be deleted in its entirety and
replaced with EXHIBIT 1 hereto.
3. Continuing Effect; Counterparts. Except to the extent amended hereby,
the provisions of the Merger Agreement shall remain unmodified, and the
Merger Agreement, as amended by this Amendment, is hereby confirmed as
being in full force and effect in accordance with its terms. This
Amendment may be executed in any number of counterparts which shall
constitute one and the same agreement.
4. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of Delaware, regardless of the
laws that might otherwise govern under applicable principles of
conflict of laws thereof.
5. Incorporation By Reference. Sections 9.2, 9.4, 9.6, 9.8, 9.9, 9.10,
9.11, 9.12, 9.13 and 9.14 of the Merger Agreement are hereby
incorporated by reference into this Amendment and shall be applicable
hereto.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment, or
have caused this Amendment to be duly executed on their respective behalf by
their respective officers thereunto duly authorized, as of the day and year
first above written.
CABLE DESIGN TECHNOLOGIES CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President and General
Counsel
BC MERGER CORP.
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
XXXXXX INC.
By: /s/ Xxxxx Xxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Vice President and General
Counsel
