EXHIBIT 2.2
FIRST AMENDMENT TO PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AGREEMENT, dated May 11, 2004 (this
"Amendment"), by and among HRPT Properties Trust, a Maryland real estate
investment trust ("Parent"), HRP GP, LLC, a Delaware limited liability company
and a wholly-owned subsidiary of Parent (the "Successor GP"), Hallwood Realty,
LLC, a Delaware limited liability company (the "General Partner"), Hallwood
Commercial Real Estate, LLC, a Delaware limited liability company ("HCRE"), HWG,
LLC, a Delaware limited liability company ("HWG, LLC"), HWG Realty Investors,
LLC, a Delaware limited liability company ("HWG Realty"), HWG 98 Advisors, Inc.,
a Delaware corporation ("HWG98"), HWG 95 Advisors, Inc., a Delaware corporation
("HWG95") and The Hallwood Group Incorporated, a Delaware corporation ("Group")
amends that certain Purchase Agreement, dated as of April 16, 2004 (the
"Original Agreement"), among Parent, Successor GP, the General Partner, XXXX,
XXX, XXX, XXX Xxxxxx, XXX00, XXX00 and Group. Capitalized terms used in this
Amendment and not otherwise defined shall have the meanings given in the
Original Agreement.
RECITALS:
The undersigned, being all of the parties to the Original Agreement,
have agreed to amend the Original Agreement in order to accurately reflect the
parties' agreement as to the Purchase Price payable under the Original Agreement
as set forth in this Amendment.
NOW, THEREFORE, it is agreed:
ARTICLE 1
AMENDMENTS TO THE ORIGINAL AGREEMENT
1.01 Section 2.01(f) of the Original Agreement is hereby deleted in its
entirety and replaced with the following:
(f) As the purchase price for Sellers' Interests conveyed pursuant to
this Agreement, Successor GP shall pay to HWG, LLC, on behalf of all the
Sellers, an amount equal to the sum of:
(i) 8.5% of the Gross Merger Consideration, plus
(ii) the Merger Price multiplied by 330,432 (in the
aggregate, the "Purchase Price"), without interest,
less any withholding (as provided in Section 6.16).
The parties hereto acknowledge and agree that (a) if
the Gross Merger Consideration is $245,000,000, then
the Purchase Price shall be reduced by an amount
equal to the amount by which the Working Capital
Adjustment would have reduced the Gross Merger
Consideration to less than $245,000,000 but for the
parenthetical in the penultimate sentence of Section
2.01(b)(i) of the Merger Agreement and (b) the
Purchase Price shall be reduced by any amounts owed
by Group to the Partnership.
1.02 In all other respects, the Original Agreement shall continue in
full force and unmodified.
ARTICLE 2
GENERAL PROVISIONS
2.01 Severability. If any term or other provision of this Amendment or
the Original Agreement as amended by this Amendment is invalid, illegal or
incapable of being enforced by any rule or Law, or public policy, all other
terms and provisions of this Amendment or the Original Agreement, as amended by
this Amendment, as applicable, shall nevertheless remain in full force and
effect so long as the economic and legal substance of the Transactions is not
affected in any manner materially adverse to any party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being
enforced, the parties hereto shall negotiate in good faith to modify this
Amendment so as to effect the original intent of the parties as closely as
possible in an acceptable manner to the end that the Transactions are fulfilled
to the extent possible.
2.02 Counterparts. This Amendment 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.
2.03 Entire Agreement; No Third-Party Beneficiaries. The Original
Agreement, as amended by this Amendment, and the Merger Agreement constitute the
entire agreement, and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the transactions
contemplated by the Original Agreement, as amended by this Amendment, and the
Merger Agreement and are not intended to confer upon any Person other than the
parties hereto any rights, remedies, obligations or liabilities.
2.04 Governing Law. This Amendment shall be governed by, and construed
in accordance with, the laws of the State of Delaware, regardless of the laws
that might otherwise govern under applicable principles of conflicts of laws
thereof.
2.05 Nonliability of Trustees. THE DECLARATION OF TRUST ESTABLISHING
THE PARENT, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE
"DECLARATION"), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF
THE STATE OF MARYLAND, PROVIDES THAT THE NAME "HRPT PROPERTIES TRUST" REFERS TO
THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT
INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE
OR AGENT OF THE PARENT SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR
SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, THE PARENT. ALL PERSONS
DEALING WITH THE PARENT, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF THE PARENT
FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the day and year first above written.
HRPT PROPERTIES TRUST
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President
HRP GP, LLC
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President
HALLWOOD REALTY, LLC
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President
HWG, LLC
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President
HWG REALTY INVESTORS, LLC
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President
HWG 98 ADVISORS, INC.
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President
HWG 95 ADVISORS, INC.
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President
HALLWOOD COMMERCIAL REAL ESTATE, LLC
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
THE HALLWOOD GROUP INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President
