FIRST AMENDMENT
TO
AGREEMENT
This First Amendment (this "First Amendment"), dated as of this 30th day of
June, 1999, amends that certain Agreement dated as of June 19, 1999, by and
among ADC Telecommunications, Inc. ("ADC") and Xxxxxxx Systems PLC ("Xxxxxxx")
(the "Agreement"), which Agreement provides for the acquisition of Xxxxxxx by
ADC in accordance with the terms and conditions set forth therein.
WHEREAS, for the avoidance of doubt, the parties desire to amend the
Agreement to clarify an agreed condition thereof and to confirm the parties'
understandings with respect to the matter set forth in this First Amendment; and
WHEREAS, this First Amendment is being made by the parties in furtherance
of their mutual desire to consummate the transactions contemplated by the
Agreement.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Section 7.2(g) of the Agreement is hereby amended in its entirety to
read as follows:
"(g) Pooling Letters. Buyer and the Company shall have received the letters
described in the third Recital to this Agreement from Pricewaterhouse
Coopers LLP and Xxxxxx Xxxxxxxx LLP and such letters shall not have
been withdrawn, modified or qualified in any material respect as of
the Effective Time, as certified by Pricewaterhouse Coopers LLP and
Xxxxxx Xxxxxxxx LLP, respectively, in a writing addressed to their
respective addressees and dated as of the Effective Date, and Buyer
shall have received the letter of Xxxxxx Xxxxxxxx LLP, addressed to
Buyer and dated as of the Effective Date, stating that, in reliance on
the letter and the certification of Pricewaterhouse Coopers LLP
described in this paragraph (g) and based on its familiarity with
Buyer, the Acquisition will qualify as a pooling-of-interests
transaction under Opinion 16."
2. Any capitalized term used herein and not otherwise defined herein
shall have the meaning given to such term in the Agreement.
3. This First Amendment constitutes an amendment of the Agreement in
conformity with and pursuant to the terms of Section 9.6 of the
Agreement. Except as expressly amended herein, all terms set forth in
the Agreement shall continue in full force and effect.
4. The operative terms of this First Amendment may be inserted into a
First Amended and Restated Agreement by the parties and shall have a
date as of the day and year first set forth herein.
5. The internal law, and not the law of conflicts, of the State of
Minnesota will govern all questions concerning the construction,
validity and interpretation of this First Amendment and the
performance of the obligations imposed by this First Amendment.
IN WITNESS WHEREOF, the parties have executed this First Amendment as of
the day and year first above written.
ADC TELECOMMUNICATIONS, INC. XXXXXXX SYSTEMS PLC
By /s/Xxxxxx X. Xxxxx By /s/Xxxx X. Xxxxx, III
------------------------- ----------------------------
Xxxxxx X. Xxxxx Xxxx X. Xxxxx, III
Senior Vice President and Chairman of the Board and
Chief Financial Officer Chief Executive Officer