Exhibit 2.2
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
The First Amendment dated as of June 2, 2003 by and between Jaco
Electronics, Inc. a New York corporation (the Purchaser") and Reptron
Electronics, Inc., a Florida corporation ("Seller") to the Asset Purchase
Agreement between Purchaser and Seller dated as of May 19, 2003 (the "Original
Agreement").
W I T N E S S E T H:
WHEREAS, Purchaser and Seller are parties to the Original Agreement and
wish to amend certain provisions thereof as provided herein.
NOW THEREFORE, the parties hereto agree as follows:
1. All capitalized terms not defined herein shall have the meanings given
to them in the Original Agreement.
2. The term "Closing Date" as defined in the Original Agreement is hereby
amended and restated as follows:
"Closing Date" means June 4, 2003 or such later date on which the
conditions specified in Section 7 are satisfied (subject to waiver of such
conditions as provided in Section 7) and on which the Closing takes place
but in no event later than June 13, 2003."
3. Section 12(a)(iii) of the Original Agreement is hereby amended and
restated as follows:
"(iii) written notice given by either party to the other on or after
June 13, 2003, if the transaction herein contemplated has not closed by June 13,
2003."
4. Seller represents to Purchaser that Seller's secured lenders have
consented to the foregoing amendments.
5. Seller expressly reaffirms its covenant and agreement to conduct the
Business in the Ordinary Course of Business through the Closing Date and in such
manner that would not be reasonably likely to result in Material Adverse Effect,
as provided in Section 3(b) of the Original Agreement. Without limiting the
foregoing, Seller expressly reaffirms its covenant and agreement in Section
3(b)(ii) that Seller will not "fail to pay any claim, cost, expense or
liability, including any account payable or trade payable, of the Seller with
respect to the Business or the Acquired Assets in a
timely manner, given the Seller's prior practices with respect to Business or
any of the Acquired Assets in accordance with the normal payment periods for
such payables".
The Original Agreement, as amended by this First Amendment, shall continue
in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
as of June 2, 2003.
PURCHASER:
JACO ELECTRONICS, INC.
By /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Executive Vice President
SELLER:
REPTRON ELECTRONICS, INC.
By /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: President
(SIGNATURE PAGE TO FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT)
