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EXHIBIT 2.3
SECOND AMENDMENT TO
STOCK PURCHASE AGREEMENT
AND
PLAN OF REORGANIZATION
This Second Amendment to Stock Purchase Agreement and Plan of
Reorganization (the "Amendment"), dated as of November 30, 1998, is entered into
by and among R-Anell Custom Homes, Inc., a North Carolina corporation
("R-Anell"), Gold Medal Homes, Inc., a North Carolina corporation ("GMHI"), Gold
Medal Homes of North Carolina, Inc., a North Carolina corporation ("GMHNC")
(R-Anell, GMHI and GMHNC are sometimes each referred to herein as a "Company,"
and collectively as the "Companies"), the holders of all of the outstanding
capital stock of the Companies (collectively, the "Shareholders") (the Companies
and the Shareholders are sometimes referred to collectively as the "Sellers"),
and American Homestar Corporation, a Texas corporation ("Purchaser" or "AHC").
Except as otherwise defined herein, capitalized terms used in this Amendment
shall have the meanings assigned to them in the Purchase Agreement (as defined
below).
W I T N E S S E TH:
WHEREAS, the parties hereto are parties to that certain Stock Purchase
Agreement and Plan of Reorganization, dated as of May 26, 1998, as amended by
that certain First Amendment to Stock Purchase Agreement and Plan of
Reorganization, dated as of August 31, 1998 (as amended, the "Purchase
Agreement"); and
WHEREAS, the parties hereto desire to amend the Purchase 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 Purchase Agreement is hereby
amended as follows:
1. The definition of "Closing Date," "Drop Dead Date,"
"First Period" and "Second Period" set forth in Exhibit A are hereby amended to
read in their entirety as follows:
"CLOSING DATE" shall mean the date of Closing, which date
shall be December 29, 1998; provided, however, that such date may be extended by
written agreement of the parties.
"DROP DEAD DATE" shall mean December 29, 1998; provided,
however, that such date may be extended by written agreement of the parties in
the event of an extension of the Closing Date.
"FIRST PERIOD" shall mean the period from January 1, 1999 to
June 30, 1999, regardless of when the Closing shall occur.
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"SECOND PERIOD" shall mean the period from January 1, 1999 to
December 31, 1999, regardless of when the Closing shall occur.
2. Each reference to December 1, 1998 appearing in Section
1.2(b) of the Purchase Agreement is hereby replaced with December 29, 1998; and
each reference to December 31, 1998 appearing in Section 1.2(b) of the Purchase
Agreement is hereby replaced with January 29, 1999.
B. Miscellaneous.
1. Except as specifically provided herein, the Agreement
shall remain in full force and effect. The parties (i) acknowledge their
respective obligations under the Purchase Agreement, as expressly amended by
this Amendment, and each party confirms that the others are in compliance in all
material respects therewith; and (ii) agree that this Amendment in no manner
constitutes a waiver or release of the parties' rights or obligations under the
Purchase Agreement.
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.
[Signatures only on following pages]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
AMERICAN HOMESTAR CORPORATION
By: /s/ Laurence A. Dawson, Jr.
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Laurence A. Dawson, Jr.
President
R-ANELL CUSTOM HOMES, INC.
By: /s/ Dennis L. Jones
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Dennis Lee Jones
President
GOLD MEDAL HOMES, INC.
By: /s/ Dennis L. Jones
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Dennis Lee Jones
President
GOLD MEDAL HOMES OF NORTH CAROLINA,
INC.
By: /s/ Dennis L. Jones
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Dennis Lee Jones
President
/s/ Rollan L. Jones
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Rollan L. Jones
/s/ Dennis L. Jones
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Dennis L. Jones
/s/ Stephen M. Purdy
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Stephen M. Purdy
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/s/ Randy K. Cosby
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Randy K. Cosby
ROLLAN L. JONES RETAINED ANNUITY
TRUST NUMBER ONE
By: /s/ Terry Leigh Barber
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Terry Leigh Barber, Trustee
By: /s/ Dennis L. Jones
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Dennis L. Jones, Trustee
ROLLAN L. JONES RETAINED ANNUITY
TRUST NUMBER TWO
By: /s/ Terry Leigh Barber
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Terry Leigh Barber, Trustee
By: /s/ Dennis L. Jones
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Dennis L. Jones, Trustee
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