1
EXHIBIT 2.4
FIRST AMENDMENT
TO
SECURITIES PURCHASE AGREEMENT
This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this
"Amendment") is made effective as of March 23, 2001 between GAINSCO, INC., a
Texas corporation ("GNA"), and Xxxxxx X. Xxxxxxxxx ("Buyer").
WHEREAS, GNA and Buyer entered into the Securities Purchase Agreement
dated February 26, 2001 (the "Purchase Agreement") (terms defined in the
Purchase Agreement are used herein with the same meaning unless otherwise
defined herein); and
WHEREAS, GNA and Buyer desire to amend the Purchase Agreement as more
particularly set forth below.
NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, GNA and Buyer agree as follows:
1. FINAL DATE. The definition of "Final Date" contained in Section 1.1
of the Purchase Agreement is hereby amended to read in its entirety as follows:
"Final Date" means March 24, 2001.
2. SUBORDINATION. A new Section 11.12 of the Purchase Agreement is
hereby added to the Purchase Agreement to provide as follows:
"11.12 SUBORDINATION. Buyer hereby acknowledges that certain
payments which may be due and owing to it by GNA under this Agreement
or otherwise in respect of the Series B Shares are subject to the terms
of that certain Agreement dated as of March 23, 2001 among Buyer, GMSP,
Bank One, NA and GNA, as amended, supplemented or modified from time to
time."
3. NYSE LISTING. Section 8.6 of the Purchase Agreement is hereby
deleted in its entirety.
4. STATEMENT OF RESOLUTION. Exhibit "A" to the Purchase Agreement is
hereby deleted in its entirety and replaced for all purposes with "Exhibit "A"
to this Amendment.
5. CLOSING DATE. GNA and Buyer hereby agree that the "Closing Date" as
such term is used and defined in the Purchase Agreement shall be March 23, 2001.
6. ASSIGNMENT. Buyer hereby notifies the Company that he has assigned
his right to purchase the Securities to ING Xxxxxxx Capital Corporation, LLC
("Assignee") for the benefit of Buyer and directs GNA to issue and deliver the
Securities to the Assignee pursuant to the Purchase Agreement, as amended
hereby. GNA acknowledges such assignment, agrees that
1
2
Assignee is a Permitted Assignee (as defined in the Purchase Agreement) and
agrees to issue and deliver the Securities to the Assignee.
7. RATIFICATION. Except as expressly amended hereby, the Purchase
Agreement shall remain in full force and effect and is hereby ratified, approved
and confirmed.
8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
9. COUNTERPARTS. This Amendment may be executed by the parties hereto
in any number of counterparts, each of which shall be deemed an original, but
all of which shall constitute one and the same agreement. Each counterpart may
consist of a number of copies hereof each signed by less than all, but together
signed by all, the parties hereto.
2
3
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives all as of the day and year
first above written.
GAINSCO, INC.
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------------
Xxxxx X. Xxxxxxxx
President and Chief Executive Officer
XXXXXXXXX
/s/ Xxxxxx X. Xxxxxxxxx
--------------------------------------------
Xxxxxx X. Xxxxxxxxx, individually
3
