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EXHIBIT 2.2
AMENDMENT NO. 2
TO
SECOND AMENDED AND RESTATED
SECURITIES PURCHASE AGREEMENT
This AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED SECURITIES
PURCHASE AGREEMENT (the "Amendment"), entered into as of September 15, 1995, by
and among Vista Properties, Inc., a Nevada corporation, Vista Mortgage &
Realty, Inc., a Delaware corporation, Braewood Development Corp., a Nevada
corporation, Panoramic Land, Inc., a Nevada corporation, and Centex
International, Inc., a Nevada corporation,
W I T N E S S E T H:
WHEREAS, on June 30, 1995, the parties hereto entered into the
Second Amended and Restated Securities Purchase Agreement, dated as of December
18, 1994 (the "Second Amended and Restated Agreement"); and
WHEREAS, on July 14, 1995, the parties hereto entered into
Amendment No. 1 ("Amendment No. 1") to the Second Amended and Restated
Agreement; and
WHEREAS, the parties hereto desire to amend the Second Amended
and Restated Agreement, as heretofore amended pursuant to Amendment No. 1 (as
so amended, the "Agreement"), in certain respects;
NOW THEREFORE, in consideration of the premises, the terms and
provisions set forth herein, the mutual benefits to be gained by the
performance thereof and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. The Agreement is hereby amended as follows:
a. Section 1.01 shall be amended by deleting the
definition of "Base Amount" contained therein in its entirety and
substituting the following in lieu thereof:
"'Base Amount' means $115,000,000."
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b. Section 1.01 shall be further amended by
deleting the definition of "Total Distributable Units Value" contained
therein in its entirety and substituting the following in lieu
thereof:
"'Total Distributable Units Value' means an amount equal to
one-half of the result obtained by multiplying (i) the
Agreeing Holders Fraction by (ii) the excess of (a)
$13,020,000 over (b) 58.99% of the Excess Purchaser Claims
Amount."
c. Appendix B shall be amended by deleting such
appendix in its entirety and substituting in lieu thereof Annex 1 to
this Amendment.
d. Exhibit G shall be amended by (i) deleting
each reference to "$94,500,000 [$95,500,000 if the Petition Date
occurs prior to or on August 18, 1995]" contained therein and
substituting "$115,000,000" in lieu thereof, (ii) deleting each
reference to either "$85,580,000 [$86,380,000 if the Petition Date
occurs prior to or on August 18, 1995]" or "$85,580,000 [$86,380,000]"
contained therein and substituting "$101,980,000" in lieu thereof and
(ii) deleting each reference to either "$8,920,000 [$9,120,000 if the
Petition Date occurs prior to or on August 18, 1995]" or "$8,920,000
[$9,120,000]" contained therein and substituting "$13,020,000" in lieu
thereof
2. The Agreement is hereby ratified by each of the
parties hereto, and the terms and provisions of the Agreement as amended
pursuant to Section 1 hereof shall remain in full force and effect.
3. From and after the date hereof, each reference to
"hereof," "hereunder," "herein" and "hereby" and each reference to "this
Agreement" and each other reference of like import in the Agreement shall be
deemed to refer to the Agreement as amended pursuant to Section 1 hereof.
4. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have caused this Amendment to
be executed as of the date first above written.
COMPANY:
VISTA PROPERTIES, INC.
By: /s/ XXXXXXX XXXXXXXX, XX.
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Name: Xxxxxxx Xxxxxxxx, Xx.
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Title: President
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PARTNERS:
VISTA MORTGAGE & REALTY, INC.
By: /s/ XXXXXXX XXXXXXXX, XX.
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Name: Xxxxxxx Xxxxxxxx, Xx.
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Title: President
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BRAEWOOD DEVELOPMENT CORP.
By: /s/ XXXXXXX XXXXXXXX, XX.
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Name: Xxxxxxx Xxxxxxxx, Xx.
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Title: President
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PANORAMIC LAND, INC.
By: /s/ XXXXXXX XXXXXXXX, XX.
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Name: Xxxxxxx Xxxxxxxx, Xx.
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Title: President
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PURCHASER:
CENTEX INTERNATIONAL, INC.
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
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Title: Executive Vice President
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ANNEX 1
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APPENDIX B
REORGANIZATION PLAN ALLOCATION
A. Allocation Between Holders of Existing Notes and Existing Common Stock
Item Existing Existing Common
---- Note Holders Stock Holders
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Aggregate Consideration
Cash $101,980,000 --
Cash and Distributable Units -- $13,020,000
Excess Purchaser Claims Amount 39.32% 58.99%
Existing Note Payments 100.00% --
B. Allocation Among Holders of Existing Common Stock
1. Holders of Existing Common Stock other than the Agreeing
Holders will receive aggregate consideration in cash in an amount equal to the
result obtained by multiplying (A) the Regular Equity Fraction (as hereinafter
defined) by (B) the excess of (i) $13,020,000 over (ii) 58.99% of the Excess
Purchaser Claims Amount. As used herein, the term "Regular Equity Fraction"
means a fraction the numerator of which is the total number of issued and
outstanding shares of Existing Common Stock held by holders of Existing Common
Stock other than the Agreeing Holders on the Record Date and the denominator of
which is the total number of issued and outstanding shares of Existing Common
Stock on the Record Date.
2. The Agreeing Holders will receive the following aggregate
consideration:
a. the Distributable Units;
b. cash in an amount equal to one-half of the excess of
(A) the result obtained by multiplying (i) the Agreeing Holders
Fraction by (ii) the excess of (1) $13,020,000 over (2) 58.99% of the
Excess Purchaser Claims Amount.
C. Allocation to Management
The Management Restructuring Payments made to the Managers,
officers and employees of the Company and Subsidiaries will be in the amount of
$1,550,000, reduced by 1.69% of the Excess Purchaser Claims Amount.
