EXHIBIT 2.2
AMENDMENT
This Amendment is executed on April 21, 1998 and effective as of
December 18, 1997.
WHEREAS, ▇. ▇▇▇▇▇▇ Homes, Inc. ("Homes") and Mauna Loa Macadamia
Partners, L.P. (the "Partnership") are parties to that certain Amended and
Restated Agreement and Plan of Merger made and entered into as of the 18th
day of December, 1997 (the "Merger Agreement");
WHEREAS,Homes and the Partnership desire to amend Section 13.1(e) of
Merger Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the Partnership and Homes agree as follows:
1. Section 13.1(e) of the Merger Agreement is hereby amended to
read in its entirety as follows;
(e) by the Partnership or the Corporation, if the Board of
Directors of the Corporation or of the General Partner of the
Partnership so determines, in the event that the Merger is not
consummated on or prior to August 31, 1998, provided, however, that a
party shall not be entitled to terminate this Agreement pursuant to this
Section 13.1(c) if the failure to consummate the Merger by such time is
due to the breach of any representation, warranty or agreement in this
Agreement by the party seeking to terminate;
2. The foregoing amendment shall be incorporated into the Merger
Agreement effective as of December 18, 1997.
IN WITNESS WHEREOF, the parties have duly executed this Amendment.
MAUNA LOA MACADAMIA ▇. ▇▇▇▇▇▇ HOMES, INC.
PARTNERS, L.P.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: President Title: President