EXHIBIT 2.2
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of October 15,
1997, among ARBOR PROPERTY TRUST, a Delaware business trust (the 'Company'),
VORNADO REALTY TRUST, a Maryland real estate investment trust ('Parent'), and
TREES ACQUISITION SUBSIDIARY, INC., a Delaware corporation ('Merger Sub').
RECITALS
WHEREAS, the Company, the Parent and the Merger Sub have heretofore entered
into that certain Agreement and Plan of Merger, dated as of August 22, 1997 (the
'Merger Agreement');
WHEREAS, Section 8.4(b) of the Merger Agreement provides that Parent may
terminate the Merger Agreement on October 16, 1997 if prior to such date Parent
shall not have received, inter alia, an estoppel certificate from certain
tenants of the Real Property (as defined in the Merger Agreement);
WHEREAS, Parent has not received an estoppel certificate from the tenants
occupying the Macys store or the Xxxxxx store at the Real Property;
WHEREAS, the parties hereto wish to amend the Merger Agreement to provide
that the receipt by Parent of such estoppel certificates shall be a condition to
the obligations of Parent and Merger Sub to effect the Merger (as defined in the
Merger Agreement);
NOW THEREFORE, in consideration of the premises and agreements herein
contained, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Capitalized terms used herein without definition shall have the meanings
ascribed to them in the Merger Agreement.
2. Section 7.2 of the Merger Agreement is hereby amended by adding the
following subsection (l):
'(l) Tenant Estoppels. Parent shall have received from the tenants at
the Real Property of the stores known as the Macys store and the Xxxxxx
store an estoppel certificate in the form customarily given by such tenant
(which form shall contain all information required to be given pursuant to
the applicable lease) or in such other form reasonably satisfactory to
Parent.'
3. Except as specifically amended hereby, all of the terms of the Merger
Agreement remain in full force and effect and are hereby ratified and confirmed.
4. This Amendment may be executed in one or more counterparts and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.
IN WITNESS WHEREOF, this amendment has been duly executed and delivered by
the duly authorized officers of the parties hereto as of the date first above
written.
ARBOR REALTY TRUST
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: President
VORNADO REALTY TRUST
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Vice President
TREES ACQUISITION SUBSIDIARY, INC.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Vice President