CONFORMED COPY
AMENDMENT NO. 2
to
AGREEMENT AND PLAN OF AMALGAMATION
(INCLUSIVE OF AN AMENDMENT TO THE WARRANT)
Amendment, dated as of the 27th day of September, 1996, to the
Agreement and Plan of Amalgamation, dated as of the first day of July,
1996, as amended on July 15, 1996 (as amended, the "Agreement") by and
among Republic Industries, Inc., a Delaware corporation ("Parent"),
R.I./Triangle, Ltd., a Bermuda company limited by shares and a wholly owned
subsidiary of Parent ("Acquisition"), and ADT Limited, a Bermuda company
limited by shares (the "Company"), which Amendment includes an amendment to
the Common Share Purchase Warrant issued by the Company on July 1, 1996.
Capitalized terms used but not separately defined herein shall have the
meanings assigned to such terms in the Agreement.
WHEREAS, Parent, Acquisition, and the Company are parties to
the Agreement;
WHEREAS, Parent, Acquisition and the Company desire to
terminate the Agreement;
WHEREAS, Parent and the Company desire to amend the Warrant
previously issued to Parent by the Company;
NOW, THEREFORE, in consideration of the premises hereinafter
set forth, the parties hereto, intending to be legally bound hereby, agree
as follows:
1. Termination. (a) The parties hereby terminate the Agreement
pursuant to Section 7.1(a) thereof.
(b) The parties acknowledge that the effects of the
termination of the Agreement shall be as provided in Section 7.2 of the
Agreement and that none of the parties has breached any material provision
of the Agreement prior to the date hereof.
2. Amendment to Warrant. Parent and Company agree that the
Warrant shall be amended by adding the following new Section 24:
"24. Restrictions relating to Persons interested in 10% or more of the
shares of the Company. Notwithstanding any other provision of this
Warrant and in addition and without prejudice to all other
restrictions contained herein:
(a) the Company shall not be required to issue shares of Common
Stock (or Other Securities) pursuant to any obligation contained in
this Warrant and no shares shall be deemed to have been issued
under this Warrant to any Person who has acquired interests in
shares in the Company (other than interests acquired by virtue of
the holding of this Warrant) which amount to 10% or more of the
issued share capital of any class of the Company; and
(b) save pursuant to the procedures described in Section 13 above,
no Common Stock (or Other Securities) issued to Parent Co. or any
of its Affiliates or nominees upon exercise of this Warrant shall
be knowingly sold, assigned or otherwise transferred to any Person
who Parent Co. has reasonable cause to believe (after reasonable
enquiry, which shall include enquiry of the Company) has acquired
interests in shares of the Company which amount to 10% or more of
the issued share capital of any class of the Company
and, for the purposes of the above, the phrase "interests in
shares" shall be construed in the same manner as if it were being
construed for the purposes of and in accordance with Bye-Law 46 of
the Company's Bye-Laws and shall include interests in shares of any
Person deemed to be acting in concert within the meaning of those
Bye-Laws."
3. References. All references to the "Agreement" in this
Amendment shall mean the Agreement as previously amended and as amended
hereby. All references to the "Warrant" in this Amendment shall be deemed
to refer to the Warrant as amended by this Amendment. Except as expressly
amended hereby, the terms and conditions of the Warrant shall remain in
full force and effect.
4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of Bermuda without regard to
principles of conflicts of laws.
5. Counterparts. This Amendment may be executed in
counterparts, which together shall constitute one and the same Amendment.
The parties may execute more than one copy of this Amendment, each of which
shall constitute an original.
IN WITNESS WHEREOF, the undersigned parties hereto have
executed this Amendment as of the date first above written.
REPUBLIC INDUSTRIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President [SEAL]
R.I./TRIANGLE, LTD.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------
Name: Xxxxxx X. Xxxxxxx
Title: Sr. Vice President
[SEAL]
ADT LIMITED
THE COMMON SEAL ) By: /s/ M.A. Xxxxxxxx
OF ADT LIMITED ) ----------------------
WAS HEREUNTO AFFIXED ) Name: M.A. Xxxxxxxx
IN THE PRESENCE OF: ) Title: Director
By: /s/ X.X. Xxxxxx
----------------------
Name: X.X. Xxxxxx
Title: Director
