FIRST AMENDMENT
TO
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF
MERGER (the "First Amendment") made and entered into this 9th day of July 1997,
by and among The Lehigh Group Inc., a Delaware corporation ("Lehigh"), Lehigh
Management Corp., a Delaware corporation and a wholly-owned subsidiary of Lehigh
("Newco"), and First Medical Corporation, a Delaware corporation ("FMC"). All
capitalized terms used herein and not otherwise defined shall have the meanings
given them in the Amended and Restated Agreement and Plan of Merger made and
entered into as of the 29th day of October 1996 (the "Merger Agreement") by and
among the parties hereto.
W I T N E S S E T H:
WHEREAS, the parties hereto are parties to the Merger Agreement and
desire to amend in certain respects the Merger Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and in the Merger Agreement, the parties hereto agree
as follows:
1. Paragraph 1(a) of the Merger Agreement is hereby amended by adding
to the final sentence thereof a new clause (iv) to be and read as follows:
(iv) each share of the outstanding Common Stock of
Newco issued and outstanding immediately prior to the
Effective Time shall cease to be outstanding and shall be
converted into one share of FMC Common Stock.
2. Each reference to FMC Common Stock appearing in Paragraph 1(b) of
the Merger Agreement shall be deemed a reference to FMC Common Stock outstanding
immediately prior to the Effective Time.
3. Paragraph 1 of the Merger Agreement is hereby amended by adding a
new subparagraph (c) thereto to be and read as follows:
(c) Each share of the outstanding Common Stock of Newco
issued and outstanding immediately prior to the Effective
Time shall cease to be outstanding and shall be converted
into one share of FMC Common Stock.
4. Subparagraphs (c), (d), (e), (f) and (g) of Paragraph 1 of the
Merger Agreement are hereby renumbered subparagraphs (d), (e), (f), (g) and (h),
respectively.
5. Paragraph 1(d) of the Merger Agreement (as renumbered above) is
hereby amended by replacing the text "May 15, 1997" with the text "July 15,
1997".
6. Paragraph 3 of the Merger Agreement is hereby amended in its
entirety to be and read as follows:
Promptly after the date hereof, Lehigh agrees, at
its expense, to apply for and use its best efforts to obtain
listing on the American Stock Exchange, subject to notice of
issuance, of the shares of Lehigh Common Stock to be
delivered to FMC stockholders in the Merger. FMC agrees to
render assistance to Lehigh in obtaining such listing,
including the furnishing of such financial statements as
Lehigh may reasonably request.
7. Paragraph 9 of the Merger Agreement is hereby amended by the
addition thereto of a new subparagraph (c) to be and read as follows:
(c) Anything contained in this Agreement to the
contrary notwithstanding, the parties hereto acknowledge that
the Registration Statement has not yet become effective under
the 1933 Act and agree to use all reasonable efforts to cause
it to become effective at the earliest practicable date.
8. The second sentence of Paragraph 11(c) of the Merger Agreement is
hereby amended in its entirety to be and read as follows:
Lehigh shall apply for and shall use its best
efforts to obtain approval for listing such shares of Lehigh
Common Stock subject to notice of issuance on the American
Stock Exchange, and no stockholder of Lehigh or other person
will have any preemptive rights in respect thereto.
9. Paragraphs 14(f) and 15(e) of the Merger Agreement are hereby
amended in their entirety to be and read as follows:
The completion of Lehigh's Proxy Statement.
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10. Except as amended hereby, the Merger Agreement shall remain in full
force and effect in accordance with its terms.
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto by their respective officers thereunto duly authorized as of the
date first above written.
ATTEST: THE LEHIGH GROUP INC.
/s/ Robert Bruno
- -------------------------- By: /s/ Salvatore J. Zizza
---------------------------------
Salvatore J. Zizza,
Chairman of the Board and
Chief Executive Officer
ATTEST: FIRST MEDICAL CORPORATION
/s/ Elliot Cole
- -------------------------- By: /s/ Dennis A. Sokol
----------------------------------
Dennis A. Sokol, Chairman
ATTEST: LEHIGH MANAGEMENT CORP.
/s/ Robert Bruno
- -------------------------- By: /s/ Salvatore J. Zizza
---------------------------------
Salvatore J. Zizza,
President and Chief Executive Officer
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