Exhibit 10(p)(1)
AMENDMENT NO. 1
TO
MASTER TRANSACTION AGREEMENT
BETWEEN
TYCO GROUP S.A.R.L.
AND
XXXXXX GROUP INTERNATIONAL, INC.
THIS AMENDMENT NO. 1 (the "Amendment No. 1") to the Master Transaction
Agreement, dated as of June 9, 2000, (the "Original Agreement") is entered into
as of June 26, 2000, by and between TYCO GROUP S.A.R.L., a Luxembourg
corporation ("Buyer"), and XXXXXX GROUP INTERNATIONAL, INC., a Delaware
corporation ("Kaiser").
WHEREAS, in order to facilitate the consummation of the Contemplated
Transactions, Buyer and Kaiser wish to amend the Original Agreement in the
manner and to the extent set forth below.
NOW, THEREFORE, in consideration of the premises and the agreements
hereinafter set forth, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound hereby, the parties agree as
follows:
Section 1. Changes to Bidding Procedures. Article 10 of the Original
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Agreement is hereby amended as follows:
(a) At the end of Section 10.3(a), the reference to "plus (C) Five Hundred
Thousand Dollars ($500,000);" is hereby deleted, and shall be replaced with
"plus (C) One Hundred Thousand Dollars ($100,000);".
(b) In Section 10.3(b):
(i) in the first sentence, the reference to "ten (10) calendar days"
is hereby deleted, and shall be replaced with "three (3) calendar days";
and
(ii) in the last sentence, the parenthetical reference "(each
successive Competing Bid Agreement shall be in increments of not less than
$500,000 in each successive round of bidding)" is hereby deleted, and shall
be replaced with "(each successive Competing Bid Agreement shall be in
increments of not less than $100,000 in each successive round of bidding)".
Section 2. Capitalized Terms. Except as otherwise defined herein, all
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capitalized terms used in this Amendment No. 1 shall have the same meaning
ascribed to them in the Original Agreement.
Section 3. Ratification. Except as expressly amended by the terms of this
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Amendment No. 1, the Original Agreement is hereby ratified and confirmed and
remains in full force and effect.
IN WITNESS WHEREOF, the parties hereto have duly caused this Amendment No. 1
to be executed as of the date first above written.
TYCO GROUP S.A.R.L.
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
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Title: General Manager
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XXXXXX GROUP INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. X'Xxxxxx
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Name: Xxxxxxx X. X'Xxxxxx
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Title: Chief Financial Officer
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