AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER

AMENDMENT NO. 1 (the “Amendment”), dated as of June 10, 2004 by and among Xxxxx Xxxxx Shareholders, LLC (formerly known as Xxx Corner Holdings, LLC), Xxxxx Xxxxx Acquisition Corp. (formerly known as Xxx Corner Acquisition Corp.) and Xxxxx Xxxxx Inc., to the Agreement and Plan of Merger, dated as of December 22, 2003 (the “Merger Agreement”), by and among Xxxxx Xxxxx Shareholders, LLC, Xxxxx Xxxxx Acquisition Corp. and Xxxxx Xxxxx Inc.

WHEREAS, the parties hereto desire to enter into this Amendment so as to make certain modifications to the Merger Agreement; and

WHEREAS, Section 7.7 of the Merger Agreement permits Xxxxx Xxxxx Shareholders, LLC, Xxxxx Xxxxx Acquisition Corp. and Xxxxx Xxxxx Inc. to amend the Merger Agreement only by a written instrument signed on behalf of each of the parties to the Merger Agreement;

NOW, THEREFORE, for good and valuable consideration and in consideration of the respective representations, warranties, covenants and agreements set forth in the Merger Agreement, the parties agree as follows:

ARTICLE I

AMENDMENT

Section 1.1    Amendment to Merger Agreement.  Upon execution hereof, the Merger Agreement shall be amended as follows:

(a)           Section 7.2(a) is hereby amended and restated to read in its entirety as follows:

“(a)         if the Merger has not been consummated by July 6, 2004,  provided that the right to terminate this Agreement under this clause (a) shall not be available to any party to this Agreement whose failure to fulfill any of its obligations has been a principal cause of, or resulted in, the failure to consummate the Merger by such date;”

ARTICLE II

MISCELLANEOUS

Section 2.1    Counterparts.  This Amendment may be executed in counterparts, which together shall constitute one and the same Amendment. The parties

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may execute more than one copy of this Amendment, each of which shall constitute an original.

Section 2.2   Governing Law.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the laws that might otherwise govern under applicable principles of conflicts of laws.

Section 2.3    Definitions; Ratification; References.  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.  Except as expressly amended hereby, the provisions of the Merger Agreement are and shall remain unmodified and in full force and effect.  Each future reference to “hereof, herein, hereunder, hereby” and “this Agreement” shall refer to the Merger Agreement as amended by this Amendment.  Notwithstanding the foregoing, references to the date of the Merger Agreement, as amended hereby, shall in all instances remain as December 22, 2003, and references to “the date hereof” and “the date of the Agreement” shall continue to refer to December 22, 2003.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above.

	XXXXX XXXXX SHAREHOLDERS, LLC,
	formerly known as Xxx Corner Holdings, LLC
	By:	/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Vice President
	XXXXX XXXXX ACQUISITION CORP.,
	formerly known as Xxx Corner Acquisition Corp.
	By:	/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Vice President
	XXXXX XXXXX INC.
	By:	/s/ Xxxxxxxx X. Xxxxxxx
		Name: Xxxxxxxx X. Xxxxxxx
		Title: Vice President & General Counsel