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EXHIBIT 2.2
AMENDMENT NUMBER ONE
TO STOCK PURCHASE AGREEMENT
This Amendment Number One to Stock Purchase Agreement (this
"Amendment") is entered into as of the 7th day of March, 1998, by and among the
undersigned.
In consideration of the mutual covenants, agreements and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and accepted, the parties hereto agree as follows:
1. The purpose of this Amendment is to amend that certain Stock
Purchase Agreement (the "Agreement") dated as of February 9, 1998, by and among
Purchaser, the Xxxxxx Companies and the Selling Shareholders.
2. The parties hereto agree that Section 2.2(a) shall hereby be
amended to change "March 8, 1998" to "March 27, 1998."
3. The parties hereto agree that Article IV of the Agreement
shall be amended to add the following new Section 6.27:
6.27 Section 338 Election. The parties agree that at
the election of Purchaser, certain or all of the
Xxxxxx Companies which have previously elected to be
taxed as S corporations for federal income tax
purposes and their respective shareholders shall make
an election under Section 1.338(h)(10)-1 of the
Treasury Regulations under Section 338 of the Code to
treat each such S corporation immediately prior to
the purchase of stock hereunder as if it sold all its
assets and liquidated. As consideration for the
parties agreeing to the election, Purchaser agrees to
increase the Purchase Price as to any Selling
Shareholder in an amount equal to (i) the increased
federal income tax liability of such Selling
Shareholders directly caused by the Section 338
election made pursuant to this Section 6.27 (the "Tax
Amount") plus, (ii) the increased federal income tax
liability of such Selling Shareholders directly
caused by the payment of the Tax Amount by the
Purchaser to such Selling Shareholders under this
Section 6.27.
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4. All initial capitalized terms not otherwise defined herein
shall have the meanings set forth in the Agreement.
5. Except as specifically set forth herein, all of the terms of
the Agreement shall remain the same and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed as of the date first above written.
PALM HARBOR HOMES, INC.
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, Executive Vice President
XXXXXX MANUFACTURED HOUSING
GROUP, INC.
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President
XXXXXX MOBILE HOMES, INC.
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President
PLEASANT VALLEY MOBILE HOMES, INC.
/s/ Xxxxxx X. Canon
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Xxxxxx X. Xxxxxx, President
COUNTRYSIDE MOBILE HOMES, INC.
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President
CUMBERLAND HOMES, INC.
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/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President
ALL STAR MOBILE HOMES, INC.
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President
FIRST HOME MORTGAGE CORPORATION
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President
SELLING SHAREHOLDERS
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Estate of Xxxxxx X. Xxxxxx
By: /s/ Xxxxxx X. Xxxxxx
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Title: Co-Executor
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The undersigned spouses have joined in this Amendment for the sole
purpose of subjecting to the provisions of this Amendment any community
property interest in the Xxxxxx Companies Common Stock that such spouse may
own.
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
/s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx
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