EXHIBIT 2.2
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER ("Amendment") is entered
into and effective as of this 15th day of March, 2000, by and between LORACA
INTERNATIONAL, INC., a Nevada corporation ("Loraca"), LORACA ACQUISITION
CORPORATION, a newly formed Washington corporation and wholly owned subsidiary
of Loraca ("Merger Sub"); THE LEXUS COMPANIES, INC., a Texas corporation
("Lexus"); XXXXXX X. XXXXX, XX. ("Xxxxx"), XXXXXXX VAN METER XXXXXX, JR.
("Xxxxxx"), XXXX X. XXXXXX ("Xxxxxx") and XXXXX X. XXXXXX ("Xxxxxx") (Stilz,
Alford, Xxxxxx and Xxxxxx are sometimes referred to herein individually as an
"Individual Shareholder" and collectively as the "Individual Shareholders"); and
XXXXXX X. XXXXX, XX. and XXXXXXX X. XXXXX, as Co-Trustees of Xxxxxxx X. Xxxxx
Children's Trust ("Xxxxx Trustees"), TRENT CAPITAL MANAGEMENT COMPANY, as
Custodian for the Xxxxxx X. Xxxxx, Xx. XXX ("TCM Custodian") and VINE STREET
TRUST COMPANY, as Custodian for the Xxxxxxx Van Meter Xxxxxx, Jr. XXX ("Vine
Custodian") (Xxxxx Trustees, TCM Custodian and Vine Custodian are sometimes
referred to herein individually as a "Trustee Shareholder" and collectively as
the "Trustee Shareholders") (Individual Shareholders and Trustee Shareholders
are sometimes referred to herein individually as a "Shareholder" and
collectively as the "Shareholders").
RECITALS:
A. The parties hereto entered into that certain Agreement and Plan of
Merger ("Agreement") dated February 11, 2000.
B. The parties hereto wish to amend the Agreement as provided herein.
Capitalized terms used herein shall, unless otherwise defined herein, have the
same meaning as in the Agreement.
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AGREEMENT:
NOW, THEREFORE, the parties hereby agree as follows:
1. CLOSING Section 3.1(b) of the Agreement is deleted and replaced, in its
entirety, with the following:
(b) on such other date as the parties may agree, provided that the Closing
Date shall in no event be later than April 15, 2000.
2. NO FURTHER MODIFICATION. Except as provided in Section 1, each of the
parties hereby ratifies and confirms the Agreement and agrees that it remains in
full force and effect, unmodified except as provided herein.
IN WITNESS WHEREOF, the parties have entered into this Amendment as of the
date first written above.
LORACA:
LORACA INTERNATIONAL, INC.
/s/ Xxxxxxx X. Guy
By: Xxxxxxx X. Guy
Title: President
("Loraca")
LORACA ACQUISITION CORPORATION
/s/ Xxxxxxx X. Guy
By: Xxxxxxx X. Guy
Title: CEO
("Merger Sub")
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THE LEXUS COMPANIES, INC.
/s/ Xxxxxx X. Xxxxx, Xx.
By: Xxxxxx X. Xxxxx, Xx.
Title: CEO
("Lexus")
SHAREHOLDERS:
/s/ Xxxxxx X. Xxxxx, Xx.
XXXXXX X. XXXXX, XX., as Shareholders Agent
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