AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER
This Amendment No. 3 (the "Amendment"), dated as of May 26, 2000,
is entered into by and among Photronics, Inc., a Connecticut corporation
("Parent"), AL Acquisition Corp., a California corporation and a wholly
owned subsidiary of Parent ("Merger Sub"), and Align-Rite International,
Inc., a California corporation (the "Company").
WHEREAS, Parent, Merger Sub and the Company have previously executed
and delivered that certain Agreement and Plan of Merger, dated as of
September 15, 1999, by and among Parent, Merger Sub and the Company, as
amended by Amendment No. 1, dated as of January 10, 2000 and Amendment
No. 2, dated as of March 27, 2000, by and among Parent, Merger Sub and
the Company (the "Merger Agreement"); and
WHEREAS, Parent, Merger Sub and the Company desire to further amend
the Merger Agreement as set forth herein and pursuant to Section 7.3 of
the Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally
bound hereby, Parent, Merger Sub and Company hereby agree as follows:
1. Definitions. Capitalized terms used herein but not expressly
defined shall have the meanings accorded such terms in the Merger
Agreement.
2. Amendment of Section 5.17 of the Merger Agreement. Section 5.17
of the Merger Agreement is hereby amended and restated to read, in its
entirety, as follows:
"Section 5.17. Sale of Shares by Parent. Parent, prior to the
Effective Date, will sell shares of Parent Common Stock acquired
by it within the two years preceding the Effective Date so that the
accounting by the Parent of the business combination to be effected
by the Merger as a "pooling of interests" will not be adversely
affected; provided that Parent shall have until June 15, 2000 to
effect such sale."
3. Amendments of Section 7.1 of the Merger Agreement. All
references in subsections (b), (c) and (e) of Section 7.1 of the Merger
Agreement to "May 31, 2000" are hereby amended to read "June 15, 2000."
4. Authority.
Each of Parent and Merger Sub has full corporate power and
authority to enter into this Amendment. The execution and delivery of
this Amendment and the consummation by each of Parent and Merger Sub of
the transactions contemplated by the Merger Agreement, as amended hereby,
have been duly and validly authorized by the Boards of Directors of
Parent and Merger Sub. This Amendment has been duly and validly executed
and delivered by each of Parent and Merger Sub and constitutes the valid
and binding obligation of each of Parent and Merger Sub, enforceable
against each of Parent and Merger Sub in accordance with its terms
(except insofar as enforceability may be limited by bankruptcy,
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insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally, or by principles governing the availability
of equitable remedies).
The Company has full corporate power and authority to enter
into this Amendment. The execution and delivery of this Amendment and
the consummation by the Company of the transactions contemplated by the
Merger Agreement, as amended hereby, have been duly and validly
authorized by the Board of Directors of the Company. This Amendment has
been duly and validly executed and delivered by the Company and
constitutes the valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms (except insofar as
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium, or similar laws affecting creditors' rights generally, or by
principles governing the availability of equitable remedies).
5. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of California, without
regard to any applicable conflicts of law.
6. Counterparts; Effect. This Amendment may be executed in one or
more counterparts, each of which shall be deemed to be an original, but
all of which shall constitute one and the same agreement.
7. Merger Agreement Confirmed. Except as amended hereby, the
Merger Agreement is ratified and confirmed in all respects. Each
reference in the Merger Agreement or any other related document to the
Merger Agreement, the Agreement or this Amendment shall be deemed to a
reference to the Merger Agreement as amended hereby.
IN WITNESS WHEREOF, Parent, Merger Sub and the Company have
caused this Amendment to be signed by their respective officers thereunto
duly authorized, all as of the date first written above.
PHOTRONICS, INC.
By: /s/ MICHAEL J. YOMAZZO
----------------------
Name: Michael J. Yomazzo
Title: Vice Chairman
By: /s/ JEFFREY P. MOONAN
---------------------
Name: Jeffrey P. Moonan
Title: Executive Vice President
Finance and Administration
AL ACQUISITION CORP.
By: /s/ MICHAEL J. YOMAZZO
----------------------
Name: Michael J. Yomazzo
Title: President
By: /s/ JEFFREY P. MOONAN
---------------------
Name: Jeffrey P. Moonan
Title: Vice President
ALIGN-RITE INTERNATIONAL, INC.
By: /s/ JAMES L. MACDONALD
----------------------
Name: James L. MacDonald
Title: Chairman of the Board,
Chief Executive Officer
and President
By: /s/ PETAR N. KATURICH
---------------------
Name: Petar N. Katurich
Title: Vice President of
Finance, Chief
Financial Officer
