EXHIBIT 2.2
FIRST AMENDMENT TO
THE STOCK PURCHASE AGREEMENT
This FIRST AMENDMENT TO THE STOCK PURCHASE AGREEMENT dated as of
December 20, 1996 ("First amendment") is made by and among Vail Resorts, Inc., a
Delaware corporation ("Vail"), Xxxxxxx Foods, Inc., a Nevada corporation
("Foods"), and Xxxxxxx Resorts Inc., a Colorado corporation ("Xxxxxxx"),
amending certain provisions of the Stock Purchase Agreement dated as of July 22,
1996 (the "Purchase Agreement"), by and among Vail, Foods and Xxxxxxx. Terms
not otherwise defined herein which are defined in the Purchase Agreement
shall have the same respective meanings herein as therein.
WHEREAS, Vail, Foods and Xxxxxxx have agreed to modify certain terms and
conditions of the Purchase Agreement as specifically set forth in this First
Amendment.
NOW THEREFORE, in consideration of the premises and mutual agreements
contained herein and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
ARTICLE I
AMENDMENTS TO PURCHASE AGREEMENT
1.1 Section 10.3 of the Purchase Agreement is amended in its
entirety to read as follows:
11.3 Final Closing Date. This Agreement will terminate if the
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Closing has not taken place on or before January 10, 1997.
ARTICLE II
PROVISIONS OF GENERAL APPLICATION
2.1 Except as otherwise expressly provided by this First
Amendment, all of the terms, conditions and provisions to the Purchase Agreement
remain unaltered. The Purchase Agreement and this First Amendment shall be read
and construed as one agreement.
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2.2 If any of the terms of this First Amendment shall conflict in any
respect with any of the terms of the Purchase Agreement, the terms of the First
Amendment shall be controlling.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their duly authorized officers all as of the day and year
first above written.
VAIL RESORTS, INC.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: S.V.P.
XXXXXXX FOODS, INC.
By: /s/ X.X. Xxxxxxxxxx
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Name: X.X. Xxxxxxxxxx
Title: Chief Executive Officer
XXXXXXX RESORTS, INC.
By: /s/ X.X. Xxxxxxxxxx
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Name: X.X. Xxxxxxxxxx
Title: Chief Executive Officer
