EXHIBIT 2.3
SECOND AMENDMENT TO
THE STOCK PURCHASE AGREEMENT
This SECOND AMENDMENT TO THE STOCK PURCHASE AGREEMENT dated as of
December 31, 1996 ("Second 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, as amended by a first amendment dated December 20, 1996 (the "Purchase
Agreement"), by and among Vail, Foods and Xxxxxxx. Terms not otherwise defined
herein that 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 Second
Amendment.
NOW, THEREFOR, 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 The definition of Closing Date in Article I of the Purchase
Agreement is amended in its entirety to read as follows:
January 3, 1997.
1.2 The first sentence of Section 3.4 of the Purchase Agreement is
amended by deleting the word "Missouri" and substituting therefor the word
"Nevada."
1.3 The second sentence of Section 4.1 is amended by deleting the
figure "3,612,809" and substituting therefor the figure "4,159,131" and by
deleting the figure "6,387,191" and substituting therefor the figure
"6,213,110."
1.4 Section 9.3(b) of the Purchase Agreement is amended in its entirety
to read as follows:
The deposit and disbursement bank accounts used in Xxxxxxx'x business,
and cash management activities related thereto, shall be transferred to Vail and
operated as provided on Schedule 9.3(b) attached hereto.
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ARTICLE II
SCHEDULES
Attached hereto are revised Schedules delivered by each of Foods and Vail
(except for Schedule 4.10 provided by Vail which shall remain the same as
initially delivered pursuant to the Purchase Agreement). Such Schedules
constitute the Schedules that are required to be delivered pursuant to the
Purchase Agreement.
ARTICLE III
PROVISIONS OF GENERAL APPLICATION
3.1 Except as otherwise expressly provided by this Second Amendment,
all of the terms, conditions and provisions to the Purchase Agreement remain
unaltered. The Purchase Agreement and this Second Amendment shall be read and
construed as one agreement.
3.2 If any of the terms of this Second Amendment shall conflict in any
respect with any of the terms of the Purchase Agreement, the terms of the Second
Amendment shall be controlling.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
IN WITNESS WHEREOF, the parties hereto have caused this second 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
----------------------------
Name: Xxxxx Xxxxxx
Title: S.V.P.
XXXXXXX FOODS, INC.
By: /s/ X.X. Xxxxxxxxxx
----------------------------
Name: X.X. Xxxxxxxxxx
Title: Chief Executive Officer
XXXXXXX RESORTS, INC.
By: /s/ X.X. Xxxxxxxxxx
----------------------------
Name: X.X. Xxxxxxxxxx
Title: Chief Executive Officer
