FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT, dated as of July 31, 2003 (the "Amendment"), is by
and between KAGT Holdings, Inc., a Delaware corporation (the "Parent"), KAGT
Acquisition Corp., a Delaware corporation ("Sub") and a wholly owned subsidiary
of Parent, and Applied Graphics Technologies, Inc., a Delaware corporation (the
"Company") and amends the Agreement and Plan of Merger, dated as of June 12,
2003, among the Parent, Sub and the Company (the "Merger Agreement").
Capitalized terms used but not otherwise defined herein have the meaning
assigned to those terms in the Merger Agreement.
WHEREAS, pursuant to Section 8.03 of the Merger Agreement, the Board of
Directors of the Parent, Sub, and the Company approved an amendment of certain
provisions of the Merger Agreement as set forth below; and
NOW, THEREFORE, in consideration of the mutual agreements herein contained,
the parties hereto hereby agree as follows:
1. Amendment to Merger Agreement. Section 8.01(b)(i) is hereby amended by
deleting the date "July 31, 2003" and replacing it with the date "August
15, 2003."
2. Miscellaneous.
2.1. Counterparts. This Amendment may be executed in one or more
counterparts, all of which shall be considered one and the same
agreement and shall become effective when one or more counterparts
have been signed by each of the parties and delivered to the other
parties.
2.2. 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
conflicts of laws thereof.
2.3. Headings. The descriptive headings contained in this Amendment are
included for convenience of reference only and shall not affect in any
way the meaning or interpretation of this Amendment.
2.4. Effectiveness of Merger Agreement. Except as expressly set forth
herein, the Merger Agreement is not modified, amended, released or
otherwise affected by this Amendment. The parties hereby agree that
all references to the Merger Agreement contained in any documents
delivered in connection with or at the closing under the Merger
Agreement be deemed to refer to the Merger Agreement as amended
hereby.
2.5. Entire Agreement. This Amendment constitutes the entire agreement
among the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings among the parties
with respect to the subject matter contained herein.
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IN WITNESS WHEREOF, the Parent, Sub and the Company have caused this
Amendment to be executed as of the date first written above by their respective
officers thereunto duly authorized.
KAGT HOLDINGS, INC.
By: /s/ Xxxxxxxxxxx Xxxxxxxx
-----------------------------
Name: Xxxxxxxxxxx Xxxxxxxx
Title: President
KAGT ACQUISITION CORP.
By: /s/ Xxxxxxxxxxx Xxxxxxxx
-----------------------------
Name: Xxxxxxxxxxx Xxxxxxxx
Title: President
APPLIED GRAPHICS TECHNOLOGIES, INC.
By: /s/ Xxxxxx Xxxxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: President and Chief
Operating Officer
