EXHIBIT 2.2
FIRST AMENDMENT TO
STOCK PURCHASE AGREEMENT
This First Amendment to Stock Purchase Agreement (this "Amendment") is
made and entered into effective June 10, 2002, by and among GROUP 1 AUTOMOTIVE,
INC., a Delaware corporation ("Buyer"), XXXXXX AUTOMOTIVE GROUP, INC., a
California corporation ("Company"), XXXXXXXX XXXXXX XXXXXX and XXXXXXX XXXXXX,
Trustees of the Xxxxxx Trust of 1980 (Restated)("Xxxx Xxxxxx") and Xxxx Xxxxxx,
an individual (collectively "Seller") who are the holders of One Hundred percent
(100%) of the issued and outstanding shares of capital stock of Company
("Shares") are parties to that certain Stock Purchase Agreement dated April 22,
2002 (the "Purchase Agreement").
WHEREAS, the Section 11.8 of the Purchase Agreement provides Sellers
thirty (30) days from the date of the Purchase Agreement to provide Buyer with
the Schedules to the Purchase Agreement; and
WHEREAS, Sellers requested, and Buyer agreed to provide Sellers
additional time to prepare the Schedules. The Sellers provided Buyer the
Schedules on June 10, 2002;
WHEREAS, Section 6.4(m) of the Purchase Agreement provides that the Due
Diligence Deadline is sixty (60) days from the execution of the Purchase
Agreement; and
WHEREAS, the parties agree to amend the Purchase Agreement to extend
the Due Diligence Deadline;
NOW THEREFORE, For good and valuable consideration, and intending to be
legally bound hereby, the parties agree as follows:
1. All terms used in this Agreement with their initial letters
capitalized shall have the meanings given to them herein, or if not specifically
defined herein, in the Purchase Agreement.
2. Section 6.4(m) of the Purchase Agreement is amended and restated in
its entirety, to read as follows:
"6.4(m) Buyer will have completed its due diligence
investigations of each Acquired Company and each leased premises on or
before eighty (80) days from the execution date of this Agreement ("Due
Diligence Deadline") and the results of such investigation has not
revealed any material adverse conditions. Buyer shall be deemed
satisfied with the due diligence investigation, unless Buyer notifies
Sellers on or before the Due Diligence Deadline, that it wishes to
terminate this Agreement;
3. Except as expressly modified by this Amendment, the Purchase
Agreement remains in full force and effect according to its terms.
4. This Amendment may be executed in one or more counterparts, each of
which will be deemed to be an original copy of this Amendment and all of which,
when taken together, will be deemed to constitute one and the same agreement.
5. This Amendment will be governed by, construed and enforced in
accordance with the laws of the state of California.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first above written.
"SELLERS"
XXXXXXXX XXXXXX XXXXXX and XXXXXXX
XXXXXX, Trustees of the Xxxxxx Trust of 1980
(Restated)
By:
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Xxxxxxxx Xxxxxx Xxxxxx, Trustee
By:
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Xxxxxxx Xxxxxx, Trustee
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Xxxx Xxxxxx, an individual
"COMPANY"
XXXXXX AUTOMOTIVE GROUP, INC.,
a California corporation
By:
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Xxxxxxxx X. Xxxxxx, Chairman of the Board
"BUYER"
Group 1 Automotive, Inc.
By:
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Xxxx X. Xxxxxx, Executive Vice President
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