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EXHIBIT 2.2
AMENDMENT NO. 1 TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (this "Amendment") is
made and entered into as of June 28, 2000, by and among Prandium, Inc., a
Delaware corporation ("Prandium"), FRI-MRD Corporation, a Delaware corporation
("Seller"), and Acapulco Acquisition Corp., a Delaware corporation
("Purchaser").
RECITALS
WHEREAS, Prandium, Seller and Purchaser desire to amend the Stock
Purchase Agreement, dated as of March 27, 2000 (the "Agreement"), by and among
Prandium, Seller and Purchaser.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Amendment, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
ARTICLE I
AMENDMENT OF STOCK PURCHASE AGREEMENT
1.1. Purchase Price. The number "$130.0 million" in Section 1.2 is hereby
amended to read "$129.5 million."
1.2. Supplement to Schedules. Schedules 3.1(k)(viii)(y); 3.1(j) and 3.1(o)
are hereby updated, and Schedule 3.1(v) is hereby supplemented, as set forth in
Exhibit A hereto ("Supplement").
1.3. El Torito Unit 26. A new Section 6.8 is added to the Agreement as
follows:
"SECTION 6.8 El Torito Unit 26. The attached Supplement to Schedule
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3.1(v) makes reference to alleged violations of the California
Business and Professions Code, 23000 et seq, and the rules promulgated
thereunder (together the "ABC Act") at El Torito Unit 26, Tustin,
California ("Unit 26"). Prandium and Seller hereby represent and
warrant to Purchaser that except as disclosed in such Supplement,
since January 6, 2000, neither Seller, Prandium nor any employee of
Seller or Prandium has received notice of any alleged violation of the
ABC Act at or with respect to Unit 26. Prandium and Seller agree to
pay or reimburse Purchaser for any and all reasonable costs and
expenses of Purchaser's counsel incurred by Purchaser, which counsel
shall be reasonably acceptable to Prandium and Seller, in connection
with
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defending, including all available appeals, the allegations referred
to in the Supplement to Schedule 3.1(v)."
ARTICLE II
MISCELLANEOUS
2.1. Effect of Amendment. Except as expressly modified in this Amendment,
the Agreement (including the Schedules thereto) shall continue to be and remain
in full force and effect in accordance with its terms.
2.2. Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties.
IN WITNESS WHEREOF, this Amendment has been signed by or on behalf of
Prandium, Seller and Purchaser, all as of the date first written above.
PRANDIUM, INC.
By: /s/ Robert T. Trebing, Jr.
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Name: Robert T. Trebing, Jr.
Title: Executive Vice President and
Chief Financial Officer
FRI-MRD CORPORATION
By: /s/ Robert T. Trebing, Jr.
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Name: Robert T. Trebing, Jr.
Title: President
ACAPULCO ACQUISITION CORP.
By: /s/ George P. Harbison
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Name: George P. Harbison
Title: Chief Financial Officer
