EXHIBIT (d)(3)
AMENDMENT NO. 1
to
AGREEMENT AND PLAN OF MERGER
Among
MOHAWK CORP.,
MOHAWK ACQUISITION CORP.
and
PSC INC.
Dated as of July 17, 2000
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of July 17, 2000,
(the "Amendment No. 1"), is made among MOHAWK CORP., a Delaware Corporation
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("Parent"), MOHAWK ACQUISITION CORP., a New York corporation and a wholly owned
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subsidiary of Parent ("Purchaser"), and PSC INC., a New York corporation (the
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"Company").
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WHEREAS, Parent, Purchaser and the Company are parties to an Agreement and
Plan of Merger, dated as of June 5, 2000 (the "Merger Agreement") (all
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capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Merger Agreement);
WHEREAS, as contemplated by Section 2.01(a) of the Merger Agreement,
Purchaser commenced the Offer on June 19, 2000, with a scheduled expiration date
of July 17, 2000;
WHEREAS, Section 2.01(a) of the Merger Agreement, subject to certain
enumerated exceptions, prohibits the Purchaser from changing the scheduled
expiration date of the Offer without the consent of the Company; and
WHEREAS, Parent and Purchaser have requested that the Company consent to an
extension of the scheduled expiration of the Offer.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained herein and in the Merger Agreement, and intending to be
legally bound hereby, Parent, Purchaser and the Company hereby agree as follows:
1. Extension of Initial Scheduled Expiration Date. Notwithstanding anything
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in Section 2.01(a) of the Merger Agreement to the contrary (the provisions of
which shall remain in full force and effect), Purchaser may extend the initial
scheduled expiration date of the Offer from July 17, 2000 to August 10, 2000.
2. Related Amendment to Merger Agreement. Clause (i)(C) of Section 9.01(d)
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of the Merger Agreement is hereby amended to read in its entirety as follows:
"(C) failed to accept Securities for payment pursuant to the Offer within
75 business days following the commencement of the Offer,".
3. General. This Amendment No. 1, the Merger Agreement and the Stockholders
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Agreement are each confirmed as being in full force and effect. This Amendment
No. 1, the Merger Agreement and the Stockholders Agreement constitute the entire
understanding of the parties with respect to the subject matter hereof and
thereof and supercede all prior understandings and agreements, whether written
or oral. This Amendment No. 1 may be executed and delivered (including by
facsimile) in counterparts, which together shall constitute the same agreement,
and shall bind and inure to the benefit of the parties and their respective
successors and assigns. Sections 10.02, 10.05, 10.06, 10.07 and 10.08 of the
Merger Agreement shall apply to this Amendment No. 1 as though set forth in
their entirety herein.
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IN WITNESS WHEREOF, Parent, Purchaser and the Company have caused this
Amendment No. 1 to be executed as of the date first written above by their
respective officers thereunto duly authorized.
MOHAWK CORP.
/s/ Xxxxxx X. Xxxxxxxx
By:_____________________________
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President and
Treasurer
MOHAWK ACQUISITION CORP.
/s/ Xxxxxx X. Xxxxxxxx
By:_____________________________
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President and
Treasurer
PSC INC.
/s/ Xxxxxx X. Xxxxxxxxxx
By:_____________________________
Name: Xxxxxx X. Xxxxxxxxxx
Title: Chief Executive
Officer
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