AMENDMENT
AMENDMENT, dated as of June 7, 1999, to the Agreement and Plan of
Merger (the "Merger Agreement"), dated as of January 31, 1999, among Rohm and
Xxxx Company, a Delaware corporation ("Parent"), Xxxxxx Acquisition Corp.
(formerly Gershwin Acquisition Corp.), an Indiana corporation and a wholly
owned subsidiary of Parent ("Purchaser"), and Xxxxxx International, Inc., an
Indiana corporation (the "Company").
WHEREAS, Section 8.4 of the Merger Agreement provides that the
Merger Agreement may be amended by the parties hereto by action taken by or
on behalf of their respective Boards of Directors;
WHEREAS, the Boards of Directors of Parent, Purchaser and the
Company have duly approved this Amendment;
NOW, THEREFORE, in consideration of the foregoing, Parent,
Purchaser and the Company hereby agree as follows:
1. Section 2.4(a) of the Merger Agreement is hereby amended and
restated to read in its entirety as follows:
"(a) The articles of incorporation of the Company as in
effect immediately prior to the Effective Time shall be the
articles of incorporation of the Surviving Corporation until
thereafter amended as provided therein and under the BCL."
2. Exhibit 2.4 to the Merger Agreement is deleted.
3. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of Indiana, regardless of the laws
that might otherwise govern under applicable principles of conflicts of laws
thereof.
4. This Amendment may be executed in one or more counterparts,
each of which when executed shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, Parent, Purchaser and the Company have caused
this Amendment to be executed as of the date first written above by their
respective officers thereunto duly authorized.
ROHM AND XXXX COMPANY
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
XXXXXX ACQUISITION CORP.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President
XXXXXX INTERNATIONAL, INC.
By: /s/ S. Xxx Xxxxxxx
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Name: S. Xxx Xxxxxxx
Title: Chairman and Chief
Executive Officer
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