AMENDMENT NO. 1
AGREEMENT AND PLAN OF MERGER
This Amendment No. 1 to that certain Agreement and Plan of Merger (the "Amendment") is entered into effective
as of May 15, 2001, by and among 3D Systems Corporation, a Delaware corporation ("Parent"), Tiger Deals,
Inc., a Delaware corporation ("Buyer"), and DTM Corporation, a Texas corporation (the "Company").
Capitalized terms used herein without definition will have the same meanings given to those terms in that certain
Agreement and Plan of Merger dated as of April 2, 2001 (the "Merger Agreement") among Parent, Buyer and
A. Parent, Buyer and the Company entered into the Merger Agreement, pursuant to which: (i) Buyer commenced
a tender offer to acquire any and all of the outstanding shares of the Company's common stock at $5.80 per
share, net to seller in cash, without interest, less any withholding taxes; and (ii) as soon as practicable after the
purchase of the shares pursuant to the tender offer and after the satisfaction or waiver of certain conditions set
forth in the Merger Agreement, Buyer will be merged with and into the Company, with the Company as the
B. Section 9.3(a) of the Merger Agreement currently provides for, among other matters, the payment by the
Company to Parent, under certain conditions, of a Termination Fee equal to $1,025,000, plus all actual out of
pocket expenses not to exceed $2,000,000.
C. A class action lawsuit (the "Lawsuit") was filed against the Company and certain of its directors on August 31,
D. In connection with settling the Lawsuit, the respective board of directors of Parent, Buyer and the Company
have agreed, on behalf of their respective corporations, to reduce the Termination Fee by amending, as set forth
below, Section 9.3(a) of the Merger Agreement.
E. The Boards of Directors of Parent, Buyer and the Company each has determined that the business
combination among Parent, the Company and Buyer is in the best interests