EXHIBIT 2.16 AMENDMENT NO. 1 TO AGREEMENTAND PLAN OF MERGER

 

 

This AMENDMENT NO. 1 (the “Amendment”) to AGREEMENT AND PLAN OF MERGER dated October 16, 2002 (the “Agreement”) is entered into on this 30^th day of November, 2002 by and between DECK AMERICA, INC., a Virginia company (“DAI”), all of the equity owners of DAI, except for the DAI Employee Stock Ownership Plan, as identified on the signature page of this Amendment (collectively, the “Shareholders”), U.S. HOME SYSTEMS, INC., a Delaware corporation (the “Parent”) and REMODELERS CREDIT CORPORATION, a Delaware corporation (the “Sub”) and a wholly-owned subsidiary of Parent.

 

The parties hereto agree to amend the Agreement as follows:

 

A.     Section 2.7 Closing. The date of November 30, 2002 in Section 2.7 of the Agreement is changed to December 6, 2002.

 

B.     Section 5.2(c) Covenants of DAI and Shareholders – Standstill. The date of November 30, 2002 in Section 5.2(c) of the Agreement is changed to December 6, 2002.

 

C.     Section 10.1 Termination. The date of November 30, 2002 in Section 10.1 of the Agreement is changed to December 6, 2002.

 

All other terms, conditions and agreements in the Agreement shall continue to remain in full force and effect.

 

This Amendment may be executed in multiple counterparts, each of which shall be deemed an original but all of which taken together shall constitute a single instrument. The parties acknowledge that delivery of executed counterparts of this Amendment may be effected by a facsimile transmission or other comparable means.

 

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first written above.

 

		DAI:
		DECK AMERICA, INC., a Virginia company
		By:		Daniel L. Betts, President
		Address:		1041 Cannons Court Woodbridge, Virginia 22191

 

		SHAREHOLDERS:
		Daniel L. Betts
		Address:		500 Beaver Creek Court Fredericksburg, Virginia 22407
		Melvin H. Rosenblatt
		Address:		6106 Green Lawn Court Springfield, Virginia 22152
		Steven E. Welter
		Address:		1520 South 16th Street P.O. Box 350 Prairie Du Chien, Wisconsin 53821
		Andrew R. Tavss
		Address:		10616 Maplecrest Lane Potomac, Maryland 20854
		Osmose, Inc.
		By:
		Name:
		Its:
		Address:		980 Ellicott Street Buffalo, New York 14209

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER — Page 2

 

		SUB:
		REMODELERS CREDIT CORPORATION, a Delaware company
		By:		U.S. HOME SYSTEMS, INC., its sole Shareholder   Name:     Murray H. Gross Its:         President
		Address:		750 State Highway 121 Bypass Suite 170 Lewisville, Texas 75067
		PARENT:
		U.S. HOME SYSTEMS, INC., a Delaware corporation
		By:
		Name: Its:		Murray H. Gross President
		Address:		750 State Highway 121 Bypass Suite 170 Lewisville, Texas 75067

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER — Page 3