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EXHIBIT 2.2
FIRST AMENDMENT
TO
SECURITIES PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (the
"Amendment"), dated as of June 5, 1997, is entered into by and among Brilliant
Holding Corporation, a Delaware corporation (the "Corporation"), the holders of
at least ninety percent (90%) of the fully-diluted common stock, par value
$0.001 per share, of the Corporation, and American Homestar Corporation, a
Texas corporation ("Purchaser"). Capitalized terms used herein but not defined
herein shall have the respective meanings ascribed to them in the Agreement (as
defined below).
W I T N E S S E T H:
WHEREAS, the Corporation, the Securityholders and Purchaser are
parties to that certain Securities Purchase Agreement, dated as of March 6,
1997 (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement to the
extent provided below;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
A. AMENDMENT TO AGREEMENT. The Agreement is hereby amended as follows:
1. Section 1.01(g) shall be amended to read in its entirety as
follows:
(g) "Closing Date" shall mean the day of the Closing, which
shall be on June 5, 1997.
2. The first sentence of Section 2.02 shall be amended to read in
its entirety as follows:
The aggregate purchase price for the Securities (the "Purchase
Price") shall be equal to 474,099 shares (the "AHC Shares") of AHC
Stock, and options to purchase 25,901 shares of AHC Stock, which
options shall be in the form of Exhibit D attached hereto (the "AHC
Options") and shall be exchanged for all currently outstanding
stock options of the Corporation (the "Corporation Options"), which
Corporation Options shall be deemed to be canceled as of the
Closing.
3. Sections 2.03, 2.05, 2.06, 7.06, 9.02(e), 10.01, 10.02, 10.03,
10.05, 10.08, 10.09 and 12.15 shall be deleted from the Agreement and
shall be of no further
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force or effect (except that any terms defined in such Sections, if
used elsewhere in the Agreement, as amended hereby, shall remain in
full force and effect).
4. Subpart (a) of Section 9.02 shall be amended to read
in its entirety as follows:
(a) certificates representing the AHC Securities constituting
the Purchase Price; provided, however, if certificates
representing the AHC Shares are not available as of Closing,
then this requirement shall be satisfied by evidence of the
delivery by Purchaser to its transfer agent of a letter
irrevocably requiring such transfer agent to issue to the
Securityholders the AHC Shares;
5. Section 12.06 shall be amended to read in its
entirety as follows:
SECTION 12.06. SURVIVAL OF REPRESENTATIONS,
WARRANTIES AND COVENANTS. Except as provided in the second to
last sentence of this Section, the representations,
warranties and covenants contained herein shall not survive
the Closing. All statements contained in any certificate,
exhibit or other instrument delivered by or on behalf of the
Corporation, Securityholders or Purchaser pursuant to this
Agreement shall be deemed to have been representations and
warranties by the Corporation and Securityholders or
Purchaser, as the case may be, herein. In the event that
Purchaser has claims finally adjudicated or settled for
Damages exceeding, individually or in the aggregate, $2
million that result from fraud, the parties hereto agree that
Purchaser's sole rights with respect thereto shall be (i)
rescission of this Agreement (with the Securityholders
obligations to reconvey limited to the consideration received
under this Agreement or cash equal to the proceeds obtained
upon sale or transfer of such consideration (or its fair
market value if not transferred in exchange for its fair
market value)). The definition of "Damages" shall be as
previously provided in Section 10.01 of the Agreement.
6. Any definitions in the Agreement that are not being
utilized in the Agreement as a result of the above amendments to the
Agreement shall be deemed deleted from the Agreement and of no further
force or effect.
B. MISCELLANEOUS.
1. Except as specifically provided herein, the Agreement
shall remain in full force and effect.
2. This Amendment may be executed in two 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 hereto have duly executed this
Agreement as of the date first written above.
PURCHASER
AMERICAN HOMESTAR CORPORATION
By: /s/ XXXXXXXX X. XXXXXX, XX.
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Its: PRESIDENT
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CORPORATION
BRILLIANT HOLDING CORPORATION
By: /s/ XXX XXXXXXX
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Its: PRESIDENT
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Securityholders:
See the attached Signature Pages
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SIGNATURE PAGE OF
SECURITYHOLDER
TO FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT
This Signature Page to that certain First Amendment to Securities
Purchase Agreement, dated as provided therein, by and among American Homestar
Corporation, a Texas corporation, Brilliant Holding Corporation, a Delaware
corporation (the "Corporation"), and certain securityholders of the Corporation
(the "Amendment"), is hereby executed by the undersigned, as a Securityholder
(as defined therein), as of the date of the Amendment.
If an individual:
/s/ ILLEGIBLE
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Printed Name:
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If a legal entity:
/s/ ILLEGIBLE
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