AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 1
This Amendment No. 1 (this "Amendment") to the Agreement and Plan of
Merger, dated as of March 30, 1999, is entered into by and among Tyler
Corporation, a Delaware corporation ("Parent"), CPS Systems, Inc., a Delaware
corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and CPS
Systems, Inc., a Texas corporation (the "Company").
WHEREAS, Parent, Merger Sub, and the Company entered into that certain
Agreement and Plan of Merger dated as of March 30, 1999 (the "Merger
Agreement");
WHEREAS, each of Parent, Merger Sub, and the Company desire to amend
the Merger Agreement as set forth in this Amendment;
THEREFORE, in consideration of the foregoing and the respective
covenants and agreements set forth herein and other good and valuable
consideration, the receipt and sufficiency of which all parties mutually
acknowledge, the parties agree as follows:
1. Section 7.01 of the Merger Agreement, Termination, is hereby amended
by deleting the terms and provisions of Section 7.01(b) in their entirety and
replacing such terms and provisions with the following:
"(b) by Parent, if at any time prior to the sixtieth (60th) day
immediately following execution of this Agreement the results of its
due diligence review of the Company are not satisfactory to Parent in
its sole discretion;"
2. Section 5.11 of the Merger Agreement, Registration Statement; Proxy
Statement, is hereby amended by deleting the first sentence of Section 5.11(a)
in its entirety and replacing such sentence with the following:
"(a) Promptly after the expiration of sixty (60) days from the date of
this Agreement, Parent and the Company will use their respective
commercially reasonable efforts to prepare and file a registration
statement on Form S-4 with the SEC, containing a proxy statement /
prospectus for the stockholders of the Company, in connection with the
registration of the offer and sale of the Tyler Shares."
3. All other terms and provisions of the Merger Agreement shall remain
unchanged.
4. This Amendment will be governed by and construed in accordance with
the substantive laws of the State of Texas, without giving effect to any
conflicts-of-law, rule, or principle that might require the application of the
laws of another jurisdiction.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed by a duly authorized officer to be effective as of April 20, 1999.
TYLER CORPORATION,
a Delaware corporation
By: _______________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed
by a duly authorized officer to be effective as of April 20, 1999.
CPS SYSTEMS, INC.,
a Delaware corporation and wholly-owned
subsidiary of Tyler Corporation
By: ________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
CPS SYSTEMS, INC.,
a Texas corporation
By: ________________________________
Name: ________________________________
Title: ________________________________