Exhibit 2
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AMENDMENT TO AGREEMENT TO PURCHASE COMMON STOCK
Tamarix Investors LDC, a successor in interest to Tamarix Investors Ltd.,
and Finprogetti S.p.A. hereby agree to amend the Agreement to Purchase Common
Stock made between Finprogetti and Tamarix Investors Ltd. on 7 March 1997, as
follows:
1. Sect. 1 of the Agreement is hereby amended as follows:
a. The number of TRG Shares which shall be sold on the Closing Date
shall be changed from 1,000,000 (one million) to not less than 900,000
(nine hundred thousand) TRG Shares. The number of TRG Shares which are not
sold on the Closing Date which is the difference between 1,000,000 and the
number of TRG Shares actually sold on the Closing Date (which is not less
than 900,000 TRG Shares) shall be defined as the "Unpurchased Shares."
b. Finprogetti shall deliver to Tamarix at the Closing an irrevocable
written proxy to vote all the TRG Shares which are the subject of the Put
Options and the Call Options provided in Sections 2 and 3, which number of
TRG Shares is being increased hereby to include the Unpurchased Shares.
c. Finprogetti shall place in escrow with Xx. Xxxxxx X. Xxxxx and Xx.
Xxxxxxxx Xxxxxx, acting jointly (the "Escrow Agent"), a stock certificate
for the Unpurchased Shares, endorsed in blank with signatures guaranteed.
Tamarix shall place in escrow with the Escrow Agent a stock certificate,
endorsed in blank with signatures guaranteed, for a number of TRG Shares
equal to the number of Unpurchased Shares. During the period of the escrow
agency arrangement provided by this Agreement, the Escrow Agent shall hold
these stock certificates for safekeeping at the offices of TRG in the U.S.
For a period of 60 days after the Closing Date, Tamarix shall have the
power to purchase all or part of the Unpurchased Shares by wire transfer of
$7.75 per share for the number of Unpurchased Shares which it may elect to
purchase, expressed in U.S. dollars, for credit to Finprogetti's account at
a national bank in New York; upon receipt of this payment, the Escrow Agent
shall release to Tamarix a certificate for the TRG Shares purchased by
Tamarix, and a certificate for an equal number of TRG Shares placed in
escrow by Tamarix.
d. If Tamarix shall not have exercised this power to purchase all of
the Unpurchased Shares placed in escrow by Finprogetti during the above
time period, the escrow shall remain in effect for 10 additional months.
During this additional period, Tamarix shall have the power to purchase all
or part of the Unpurchased Shares which it may elect to purchase, expressed
in U.S. dollars, PLUS (ii) interest on the amount of such purchase price
computed at 6% per annum, compounded quarterly, running from the 61st day
after the Closing Date until the date of such purchase, for credit to
Finprogetti's account at a national bank in New
York; upon receipt of this payment, the Escrow Agent shall release to
Tamarix a certificate for the TRG Shares purchased by Tamarix, and a
certificate for an equal number of TRG Shares placed in escrow by Tamarix.
e. If Tamarix shall not have exercised its power during the above two
time periods to purchase some or all of the TRG Shares placed in escrow by
Finprogetti, so that some number of TRG Shares remain in escrow at the end
of those two periods, the Escrow Agent shall release to Finprogetti all of
the TRG Shares remaining in escrow that were placed in escrow by Tamarix
and Finprogetti.
2. Sect. 2 of the Agreement is hereby amended as follows:
a. The number of TRG Shares which are the subject of the Put Option
shall be increased by the number of Unpurchased Shares which Tamarix shall
not have purchased pursuant to its power as provided in Sects. 1.c and 1.d
hereof (the "Remaining Unpurchased Shares").
b. The exercise price for the Put Option for the Remaining Unpurchased
Shares shall be $7.75.
c. When Tamarix shall have made payment for any of the Remaining
Unpurchased Shares, together with interest on the amount paid at a rate of
6% per annum, compounded quarterly, commencing on the 61st day following
the Closing Date to the date so paid (the "Interest Charge"), in addition
to delivering to Tamarix the stock certificate for such TRG Shares as
required by the Agreement, Finprogetti shall deliver to Tamarix stock
certificates for an equal number of TRG Shares which Tamarix originally
delivered to the Escrow Agent pursuant to Sect. 1.c hereof.
3. Sect. 3 of the Agreement is amended as follows:
a. The number of TRG Shares which are the subject of the Call Option,
shall be increased by the number of the Remaining Unpurchased Shares. If
Tamarix shall exercise its rights under the Call Option, it shall exercise
its rights to purchase the Remaining Unpurchased Shares first, before
exercising its rights to purchase any other TRG Shares.
b. The exercise price for the Call Option for the Remaining
Unpurchased Shares shall be $7.75.
c. When Tamarix shall have made payment for any of the Remaining
Unpurchased Shares, together with the Interest Charge, in addition to
delivering to Tamarix the stock certificate for such TRG Shares as required
by the Agreement, Finprogetti shall deliver to
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Tamarix stock certificates for an equal number of TRG Shares which Tamarix
originally delivered to the Escrow Agent pursuant to Sect. 1.c hereof.
4. If Tamarix shall not have purchased the Remaining Unpurchased Shares
pursuant to the Put Option or the Call Option on or before the date in 1999
which is two years after the Closing Date, then, in addition to any other
consequences that may apply under the Agreement, Finprogetti shall become the
record owner of the TRG Shares which Tamarix originally delivered to the Escrow
Agent pursuant to Sect. 1.c hereof, and shall have the power to request TRG to
transfer record ownership of such TRG Shares into the name of Finprogetti.
5. Sect. 4.a of the Agreement is hereby amended to change the reference to
the number of TRG Shares sold in Sect. 1.a from 1,000,000 (one million) to
900,000 (nine hundred thousand).
6. Sects. 4.b and 7 shall be amended to change the number of TRG Shares
which Finprogetti shall own after the Closing Date from 635,000 (six hundred
thirty-five thousand) to 735,000 (seven hundred thirty-five thousand).
7. All other terms and conditions of the Agreement, including all
amendments made from time to time, shall remain unchanged.
Finprogetti S.p.A.
By:/s/ Xxxxxxxx Xxxxxxx
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Chairman
Tamarix Investors LDC
By:/s/ Xxxx Xxxxxx
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2 May 1997 Chairman
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