EXHIBIT 4.2
AMENDMENT NUMBER ONE
DATED AS OF DECEMBER 20, 2000,
TO
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
DATED AS OF NOVEMBER 4, 2000,
BY AND AMONG
EXFO ELECTRO-OPTICAL ENGINEERING INC.,
EXFO SUB, INC.,
BURLEIGH INSTRUMENTS, INC.,
ROBERT G. KLIMASEWSKI,
WILLIAM G. MAY, JR,
DAVID J. FARRELL
AND
WILLIAM S. GORNALL
AMENDMENT NUMBER ONE TO
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
This AMENDMENT NUMBER ONE (this "AMENDMENT") dated as of December 20, 2000 amends that
certain AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (the "AGREEMENT") dated as
of November 4, 2000 among EXFO Electro-Optical Engineering Inc., incorporated pursuant to the CANADA
BUSINESS CORPORATIONS ACT (the "BUYER"), EXFO Sub, Inc., a corporation organized under the
laws of the State of New York ("BUYER SUB"), Burleigh Instruments, Inc., a corporation organized under the
laws of the State of New York (the "Company"), Robert G. Klimasewski, ("KLIMASEWSKI"), William G.
May, Jr., ("MAY"), David J. Farrell ("FARRELL") and William S. Gornall ("GORNALL" and, together with
Klimasewski, May and Farrell, the "SHAREHOLDERS"). Defined terms not otherwise defined herein shall have
the meaning ascribed to them in the Agreement.
RECITALS
WHEREAS, the Shareholders, the Company, the Buyer and the Buyer Sub wish to amend the Agreement to
reallocate the Merger Consideration to be received by each of the Shareholders.
WHEREAS, the Shareholders, the Company, the Buyer and the Buyer Sub wish to further amend the Agreement
to reduce the Stock Consideration to enable the Buyer to institute a restricted stock retention program for the
Company's employees, utilizing the value of certain Stock Consideration voluntarily relinquished by certain of the
Shareholders.
NOW THEREFORE, in consideration of the representations, warranties, covenants and agreements set forth in
AMENDMENT NUMBER ONE TO
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
This AMENDMENT NUMBER ONE (this "AMENDMENT") dated as of December