FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this
"Agreement") is made as of the first day of September, 1997 by and among
HOME PROPERTIES OF NEW YORK, L.P., a New York limited partnership (the
"Surviving Partnership"), XXXXX X. XXXXX ("Xxxxx"), PK PARTNERSHIP, a
Pennsylvania limited partnership (the "Merged Partnership"), and the
undersigned partners of the Merged Partnership (the "PK Partners").
BACKGROUND
A. The Surviving Partnership, Xxxxx and the Merged Partnership
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. The General Partner has obtained the consent of the holders
of more than 80% of the Interests in the Merged Partnership to contribute
their Interests in the Merged Partnership to the Surviving Partnership, and
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. The PK Partners are hereby added as additional parties to
the Agreement. The personal liability of the PK Partners shall be limited
as provided in Section 9.14 of the Merger Agreement.
2. The parties hereto hereby agree that the Merger shall be
effected by the contribution by the PK Partners of the Interests in the
Merged Partnership to the Surviving Partnership rather than by a merger of
the Merged Partnership into the Surviving Partnership.
3. The parties hereto agree to take all actions which are
necessary to effect the Merger by the contribution by the PK Partners of
the Interests in the Merged Partnership to the Surviving Partnership rather
than by a merger of the Merged Partnership into the Surviving Partnership.
4. 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
PK PARTNERSHIP, a Pennsylvania limited
partnership
By: /s/ Xxxxx X. Xxxxx
----------------------------
Xxxxx X. Xxxxx, General Partner
XXXXX:
/s/ Xxxxx X. Xxxxx
--------------------
Xxxxx X. Xxxxx
PK PARTNERS:
/s/ Xxxxx X. Xxxxx
---------------------
Xxxxx X. Xxxxx, as Attorney-In-Fact for
the PK Parners listed on Exhibit "A"
attached to this Agreement
EXHIBIT "A"
PK PARTNERS
