AMENDMENT NO. 1
TO AGREEMENT AND PLAN OF MERGER
This is Amendment No. 1, dated as of May 28, 1998 (this
"Amendment"), to the Agreement and Plan of Merger, dated for
reference purposes May 6, 1998 (the "Merger Agreement"), by and
among Reptron Electronics, Inc., a Florida corporation ("Reptron"),
Lake Huron Investment Corporation, a Florida corporation and a
wholly-owned subsidiary of Reptron ("Huron"), HECO Holding
Corporation, an Oregon corporation (the "Company"), OECO, LLC, a
Delaware limited liability company ("OECO-LLC"), and a Shareholder
Representative.
W I T N E S S E T H:
WHEREAS, Reptron, Huron, the Company, OECO-LLC, and the
Shareholder Representative have agreed to amend the Merger
Agreement, subject to the terms and conditions of this Amendment;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1.Definitions
Capitalized terms used but not defined herein are used as
defined in the Merger Agreement.
2.Amendments to the Merger Agreement
(a) The preamble to the Merger Agreement is hereby amended and
restated in its entirety as follows:
"This Agreement and Plan of Merger, dated for reference
purposes May 6, 1998 (this "Agreement"), is by and among
Reptron Electronics, Inc., a Florida corporation
("Reptron"), Lake Huron Investment Corporation, a Florida
corporation and a wholly-owned subsidiary of Reptron
("Huron"), HECO Holding Corporation, an Oregon
corporation (the "Company"), OECO, LLC, a Delaware
limited liability company ("OECO-LLC"), and, for the
limited purposes specified herein, John F. Lillicrop as
Shareholder Representative (the "Shareholder
Representative")."
(b) The first sentence of Section 7.2(e) of the Merger
Agreement is hereby amended and restated in its entirety
to read as follows:
"The Company shall have delivered to Reptron a certificate
or certificates, dated as of the Closing Date, of the
Chief Executive Officers and the Chief Financial Officers
of the Company and the Subsidiary, respectively, to the
effect that (i) they are familiar with the provisions of
this Agreement and (ii) to their Knowledge, the conditions
specified in Section 7.2(d) have been satisfied."
(c) Section 8.2(b) of the Merger Agreement is hereby amended
and restated in its entirety to read as follows:
"The holders of a majority of the Units of OECO-LLC may
replace the Shareholder Representative at any time with
a substitute Shareholder Representative who shall have
all the powers and responsibilities of the Shareholder
Representative set forth in this Article VIII."
(d) Section 8.7 of the Merger Agreement is hereby amended and
restated in its entirety to read as follows:
"All interest paid on the General Escrow Fund shall
become part of the General Escrow Fund and shall serve
as security for both principal and interest with respect
to amounts owed by Reptron pursuant to this Agreement
and deferred pursuant to Section 3.2(a). On the
termination date of the General Escrow Fund, the balance
of the General Escrow Fund, including interest thereon,
shall be transmitted by the Escrow Agent to an account
designated by the Shareholder Representative. All
interest paid on each Escrow Fund other than the General
Escrow Fund shall be allocated the termination date of
such Escrow Fund between the Indemnified Parties and the
Shareholder Representative on behalf of the Shareholders
in proportion to the distributions received by the
Indemnified Parties and the Shareholder Representative
on behalf of the Shareholders from such Escrow Fund "
(e) Section 8.10(a) of the Merger Agreement is hereby amended
and restated in its entirety to read as follows:
"Subject to the limitation that written notice of any
claim for payment from the General Escrow Fund must be
given to the Escrow Agent and the Shareholder
Representative, with a copy to any counsel of which the
Shareholder Representative may have notified Reptron in
accordance with Section 10.2, not later than the Escrow
Termination Date, from time to time as an Indemnified
Party determines that it is entitled to an
indemnification payment from the General Escrow Fund for
a claim under subsection 8.3(a) above, the Indemnified
Party shall give written notice of the claim in
accordance with Section 8.8 or 8.9, to the Escrow Agent
and the Shareholder Representative describing in such
notice the nature of the claim, the amount thereof if
then ascertainable and, if not then ascertainable, the
estimated maximum amount thereof, and the provisions in
this Agreement on which the claim is based."
3.Exhibits
Attached to this Amendment are true and correct copies of all
Exhibits to the Merger Agreement.
4.Miscellaneous
Except as expressly amended and modified hereby, the Merger
Agreement is hereby reaffirmed and remains in full force and
effect. The headings contained in this Amendment are for
reference purposes only and shall not affect in any way the
meaning or interpretation of this Amendment. This Amendment may
be executed in several counterparts, each of which shall be deemed
an original and all of which together shall constitute one and the
same instrument. This Amendment shall be governed by, and
construed under, the laws of Florida.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective duly authorized
representatives as of the date first above written.
REPTRON: REPTRON ELECTRONICS, INC.
By:_/s/Michael L Musto
Michael L. Musto
Chief Executive Officer
HURON: LAKE HURON INVESTMENT
CORPORATION
By: /s/Michael L. Musto
Michael L. Musto,
Chief Executive Officer
COMPANY: HECO HOLDING CORPORATION
By: /s/John F. Lillicrop
John F. Lillicrop
President
OECO-LLC: OECO, LLC
By: /s/John F. Lillicrop
John F. Lillicrop
Chief Executive Officer
SHAREHOLDER REPRESENTATIVE:
/s/John F. Lillicrop
John F. Lillicrop