EXHIBIT 2.2
AMENDMENT TO STOCK PURCHASE AGREEMENT
This Amendment to Stock Purchase Agreement (the "Amendment") is entered
into effective as of April 12, 2002 between Standard Pacific Corp., a Delaware
corporation ("Buyer") and Newmark Homes Corp., a Delaware corporation ("Seller")
as follows:
WHEREAS, Seller and Buyer have heretofore entered into that certain
Stock Purchase Agreement dated April 6, 2002 (the "Stock Purchase Agreement");
and
WHEREAS, Seller and Buyer desire to enter into an amendment and
modification to the Stock Purchase Agreement as provided below:
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, intending to be legally bound herein, Seller and
Buyer agree as follows:
1. Sections 7.4(a) and (b) of the Stock Purchase Agreement shall be and
hereby are amended and revised in their entirety to read as follows:
"(a) Seller will have no liability (for indemnification or
otherwise) with respect to the matters described in Section 7.2(a)(i)
(other than a breach of the representations and warranties of Seller
contained in Section 4.14, which shall not be subject to such threshold
for Damages) or a breach of the covenants contained in Article VI
(other than the covenants contained in Sections 6.5, 6.6, 6.9, 6.10,
6.11, 6.12, 6.13 and 6.14, which shall not be subject to such threshold
for Damages) until the total of all Damages with respect to such
matters exceeds the sum of $300,000 and the Excess Reserves, and then
only for the amount by which such Damages exceed the sum of $300,000
and the Excess Reserves.
(b) Buyer will have no liability (for indemnification or
otherwise) with respect to the matters described in Section 7.2(b)(i)
or a breach of the covenants contained in Article VI (other than the
covenants contained in Sections 6.5, 6.6, 6.9, 6.10, 6.11, 6.12, 6.13
and 6.14, which shall not be subject to such threshold for Damages)
until the total of all Damages with respect to such matters exceeds the
sum of $300,000, and then only for the amount by which such Damages
exceeds the sum of $300,000."
2. This Amendment shall be governed by and construed in accordance with
the laws of the State of New York, regardless of the laws or rules that might
otherwise govern under applicable principles of conflicts of laws thereof.
3. This Amendment may be executed in counterparts, including facsimile
counterpart, each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement. Delivery of an executed counterpart
of a signature page to this Amendment by facsimile transmission shall be
effective delivery of a manually executed counterpart to this Amendment.
Stock Purchase Agreement - Amendment-conformed
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4. This Amendment amends the Stock Purchase Agreement only in the
limited manner prescribed above and is not intended to and shall not be
construed as amending any other provisions of the Stock Purchase Agreement which
shall remain in full force and effect.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed on its behalf by its respective officer thereunto duly authorized, all
as of the day and year first above written.
"BUYER"
Standard Pacific Corp.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title Senior Vice President-Finance
And Chief Financial Officer
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President,
General Counsel & Secretary
"SELLER"
Newmark Homes Corp.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: President
Stock Purchase Agreement - Amendment-conformed
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