EXHIBIT 2
AMENDMENT NO. 1 TO COMMON STOCK PURCHASE
AND SALE AGREEMENT
Amendment No. 1 dated as of March 5, 1996 (the "Amendment") to
the Common Stock Purchase and Sale Agreement, dated January 18, 1996, by
and among TCW Special Credits, a California general partnership, for
itself (in its individual capacity, "TCW") and as general partner or
investment manager for the entities (other than TCW Trust (as defined
below)) set forth on Schedule I attached thereto, Trust Company of the
West, a California corporation, for itself and as trustee for TCW Special
Credits Trust, a California collective investment trust ("TCW Trust"), and
Resource Group International, Inc., a Washington corporation
("Purchaser").
Each of the parties to the Agreement has determined that it is
necessary and desirable to amend the Agreement as provided herein, and, in
consideration of the premises and the agreements set forth herein and in
the Agreement, TCW and Purchaser have executed and delivered this
Amendment in accordance with Section 23 of the Agreement.
1. The following is hereby added to the Agreement as
Section 31 thereof:
"The parties hereto (other than Purchaser) agree to
execute and deliver to Purchaser an irrevocable proxy
substantially in the form attached as Exhibit "A".
2. Exhibit A hereto is hereby added to the Agreement as
Exhibit A thereto.
3. This Amendment to the Agreement is irrevocable and shall be
deemed to be a contract made under the laws of the State of Florida
and for all purposes shall be governed by and construed in accordance
with the laws of such State applicable to contracts to be made and
performed entirely within such State.
4. This Amendment to the Agreement may be executed in any
number of counterparts, each of which shall be an original, but such
counterparts shall together constitute one and the same instrument.
Terms not defined herein shall, unless the context otherwise
requires, have the meanings assigned to such terms in the Agreement.
5. In all respects not inconsistent with the terms and
provision of this Amendment, the Agreement is hereby ratified,
adopted, approved and confirmed.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to the Agreement to be duly executed as of the date first above
written.
TCW SPECIAL CREDITS
By: TCW Asset Management Company, its
Managing General Partner
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
Authorized Signatory
By: /s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx
Authorized Signatory
TRUST COMPANY OF THE WEST, a California
corporation, as trustee of TCW Special Credits Trust,
a California collective investment trust
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
Authorized Signatory
By: /s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx
Authorized Signatory
RESOURCE GROUP INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Treasurer
EXHIBIT A
IRREVOCABLE PROXY
By its execution hereof, each of the undersigned hereby
irrevocably constitutes and appoints RGI Realty, Inc., a Florida
corporation ("RGI"), as its true and lawful proxy and attorney-in-fact,
with respect to the portion of the 1,249,571 shares (the "Shares") of
common stock, par value $.01 per share ("Common Stock"), of Xxxxx Equity,
Inc., a Florida corporation (the "Company"), beneficially owned by it as
of the date hereof and identified on Schedule I hereto, to: (i) vote at
any annual or special meeting of the stockholders of the Company, to take
any action, including without limitation, amending the Company's by-laws,
removing one or more directors with or without cause, and electing
directors or filling vacancies or newly-created directorships; (ii) to
exercise written consent in lieu of voting with respect to the matters set
forth in the preceding clause (i); and (iii) to execute, acknowledge,
swear to and file in the name, place and stead of the undersigned any
proxy, consent, approval, or other documents to be executed by the
stockholders in connection with the items set forth in the preceding
clauses (i) and (ii). The proxy granted hereby is irrevocable and is
given in connection with the purchase by RGI of shares of Common Stock
pursuant to the Common Stock Purchase and Sale Agreement dated January 18,
1996 (the "Purchase Agreement"), by and among TCW Special Credits, a
California general partnership, for itself and as general partner or
investment manager for the entities (other than TCW Trust (as defined
below)) set forth on Schedule I attached thereto, Trust Company of the
West, a California corporation, for itself and as trustee for TCW Special
Credits Trust, a California collective investment trust ("TCW Trust"), and
Resource Group International, Inc., a Washington corporation; provided,
however, that this Irrevocable Proxy shall automatically terminate and be
of no further force or effect with respect to any Shares at such time
(after giving effect to the execution and delivery of this Irrevocable
Proxy) as such Shares cease to be beneficially owned by RGI or any of its
affiliates.
IN WITNESS WHEREOF, each of the undersigned has executed this
Irrevocable Proxy as of the 5th day of March, 1996.
TCW SPECIAL CREDITS, a California general
partnership, as general partner or investment
manager of the entities set forth on Schedule I
attached to the Purchase Agreement (other than
TCW Special Credits Trust)
By: TCW Asset Management Company, its
managing general partner
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
Authorized Signatory
By: /s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx
Authorized Signatory
TRUST COMPANY OF THE WEST, a California
corporation, as trustee of TCW Special Credits Trust,
a California collective investment trust
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
Authorized Signatory
By: /s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx
Authorized Signatory
TCW SPECIAL CREDITS, a California
general partnership
By: TCW Asset Management Company, its
managing general partner
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
Authorized Signatory
By: /s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx
Authorized Signatory
TRUST COMPANY OF THE WEST, a California
corporation
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
Authorized Signatory
By: /s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx
Authorized Signatory
TCW ASSET MANAGEMENT COMPANY
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
Authorized Signatory
By: /s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx
Authorized Signatory
SCHEDULE I
Xxxxx Equity, Inc.
Common Stock
Holder Shares
Weyerhaeuser
Company Master
Retirement
Trust 231,171
TCW Special
Credits Fund
III 669,770
The Common Fund
for Bond
Investments 48,733
TCW Special
Credits Trust 299,897
