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EXHIBIT 2.2
AMENDMENT TO THE PLAN AND AGREEMENT OF MERGER
THIS AMENDMENT is made and entered into this 18th day of December, 1996,
by and between SPORTS & RECREATION, INC., a Delaware corporation ("SPORTS"),
and SPORTS & RECREATION REINCORPORATION, a Florida corporation ("FLORIDA").
All terms not defined herein shall have the meanings ascribed to them in that
certain Plan and Agreement of Merger dated the 23rd day of April, 1996 (the
"Merger Agreement") by and between SPORTS and FLORIDA.
W I T N E S S E T H:
WHEREAS, SPORTS AND FLORIDA entered into the Merger Agreement dated the
23rd day of April, 1996 whereby SPORTS AND FLORIDA agreed to merge.
WHEREAS, the Shareholders of SPORTS approved the Merger Agreement at a
meeting of the shareholders on June 12, 1996.
WHEREAS, the Board of Directors of FLORIDA approved the Merger Agreement
in an Action by Written Consent of the Board of Directors on April 23, 1996.
WHEREAS, SPORTS and FLORIDA now desire to amend the Plan and Agreement of
Merger;
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to
be legally bound thereby, agree to amend the Plan and Agreement of Merger as
follows:
Paragraph 5 of the Plan and Agreement of Merger shall be stricken and the
following paragraph shall be substituted in its place:
5. NAME OF SURVIVING CORPORATION
On the Effective Date, the Articles of Incorporation of Florida shall be
amended to change the name of FLORIDA to "Sports & Recreation, Inc." or such
other name that has been adopted by SPORTS prior to the Effective Date of the
merger.
THIS AMENDMENT is being entered into this 18th day of December, 1996.
SPORTS & RECREATION REINCORPORATION, INC.
By: /s/ XXXXXXX XXXXX
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Its: President
SPORTS & RECREATION, INC.
By: /s/ XXXXXXX XXXXX
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Its: President
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