FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this
"Agreement") is made as of the 22nd day of September, 1997 by and among
HOME PROPERTIES OF NEW YORK, L.P., a New York limited partnership (the
"Surviving Partnership"), NOP CORP., a Pennsylvania corporation ("NOP"),
and NORPARK PARTNERSHIP, a Pennsylvania limited partnership (the "Merged
Partnership").
BACKGROUND
A. The Surviving Partnership and New Orleans East Limited, a
New Jersey limited partnership ("New Orleans East") are parties to an
Agreement and Plan of Merger dated as of July 31, 1997 (the "Merger
Agreement"). All capitalized terms in this Agreement which are not
otherwise defined herein shall have the same meanings as such capitalized
terms are given in the Merger Agreement.
B. As provided in Section 11.1 of the Merger Agreement, NOP
has, as of the date of this Agreement, dissolved New Orleans East and NOP
and the Merged Partnership have become the fee owners of the Property, as
tenants in common, in proportion to their respective Interests in New
Orleans East.
C. The parties hereto now wish to amend the Merger Agreement as
provided in Section 11.1 thereof.
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and intending to be
legally bound, the parties hereto agree as follows:
1. NOP and the Merged Partnership are hereby added as
additional parties to the Merger Agreement. The personal liability of NOP
and the Merged Partnership shall be limited as provided in Section 9.14 of
the Merger Agreement.
2. New Orleans East is hereby deleted as a party to the Merger
Agreement.
3. The Merged Partnership, rather than New Orleans East, shall
be merged into the Surviving Partnership substantially in accordance with
the terms of the Merger Agreement.
4. At the Closing, NOP shall contribute its interest in the
Property to the Surviving Partnership.
5. The parties hereto agree to take all actions which are
necessary to effect the foregoing changes to the structure of the
transactions described in the Merger Agreement.
5. Except as amended by this Agreement, all of the terms and
conditions
of the Merger Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
SURVIVING PARTNERSHIP:
HOME PROPERTIES OF NEW YORK,L.P., a New York limited partnership
By: Home Properties of New York, Inc.,
its General Partner
By:/s/ Xxx X. XxXxxxxxx
---------------------------------
Xxx X. XxXxxxxxx, Vice President
NORPARK PARTNERSHIP, a Pennsylvania limited partnership
By: /s/ Xxxxx X. Xxxxx
--------------------------
Xxxxx X. Xxxxx, General Partner
NOP CORP.
By:/s/ Xxxxx X. Xxxxx
-------------------------------
Xxxxx X. Xxxxx, President
