AMENDMENT NO. 3 TO AGREEMENT AND
PLAN OF MERGER
AMENDMENT NO. 3,
dated as of December 27, 2006 (this “ Third
Amendment ”), to the Agreement and Plan of Merger, dated
as of October 19, 2006, by and among APN Holding Company,
Inc., a Delaware corporation (“ Parent ”), APN
Mergersub, Inc., a Florida corporation and a wholly owned direct
subsidiary of Parent (“ MergerSub ”), and
Applica Incorporated, a Florida corporation (the “
Company ”), as amended by Amendment No. 1, dated
as of December 14, 2006, and Amendment No. 2, dated as of
December 22, 2006 (the “ Merger Agreement
”). Capitalized terms used herein and not defined herein have
the meanings ascribed thereto in the Merger Agreement.
WHEREAS, pursuant
to, and subject to the limitations set forth in, Section 9.2
of the Merger Agreement, the Merger Agreement may be amended,
modified, or supplemented only by the written agreement of the
parties thereto; and
WHEREAS, the
parties hereto wish to amend the Merger Agreement as set forth
below.
NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth
herein, the receipt and adequacy of which are hereby acknowledged,
the parties hereby agree as follows:
1.
Amendment . Section 3.1(a) of the Merger Agreement is
hereby amended by deleting the word “$7.00” in both
instances and replacing each with the word
“$7.50.”
2. Apple
Shareholders Meeting . Notwithstanding anything to the contrary
in the Merger Agreement, Parent, MergerSub and the Company hereby
agree that the Apple Shareholders Meeting to be held at
11:00 a.m. Eastern Standard Time on December 28, 2006
(the “ First Meeting ”) shall be convened as
scheduled and immediately thereafter a motion shall be properly
made by an officer of the Company to adjourn the F
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