Exhibit 2.4
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 1, dated as of September __, 1999 (the "AMENDMENT"), by
and among STARWOOD FINANCIAL TRUST, a Maryland real estate investment trust
("STARWOOD"), ST MERGER SUB, INC., a Delaware corporation ("STARWOOD SUB") and
TRINET CORPORATE REALTY TRUST, INC., a Maryland corporation ("TRINET").
RECITALS
A. Starwood, Starwood Sub, and TriNet are parties (the "PARTIES") to
that certain Agreement and Plan of Merger dated as of June 15, 1999 (the
"ORIGINAL AGREEMENT").
B. The Parties desire to enter into this Amendment for the purpose of
amending certain provisions of the Original Agreement as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in consideration of the mutual
covenants herein contained, the Parties hereby agree as follows:
1. AMENDMENT TO SECTION 5.11. Clause (x) of subparagraph (i) of Section
5.11(b) of the Original Agreement is hereby amended and restated in its entirety
as follows:
"(x) the product of (A) the Market Price, (B) the number of shares of
TriNet Common Stock subject to such TriNet Stock Options and (C) the
Exchange Ratio. . . ."
2. AMENDMENT TO SECTION 9.2. The notice information for TriNet set
forth in Section 9.2(b) of the Original Agreement is hereby amended and restated
in its entirety as follows:
(b) if to TriNet, to
TriNet Corporate Realty Trust, Inc.
Xxx Xxxxxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxx Xxxxx, Esq.
Fax: (000) 000-0000
3. EXHIBITS. EXHIBITS J, K AND L of the Original Agreement are hereby
amended and replaced in their entirety with EXHIBITS J, K AND L to this
Amendment.
IN WITNESS WHEREOF, Starwood, Starwood Sub and TriNet have caused this
Amendment to be signed by their respective officers thereunto duly authorized,
all as of the date first written above.
STARWOOD FINANCIAL TRUST
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chief Financial Officer
ST MERGER SUB, INC.
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chief Financial Officer
TRINET CORPORATE REALTY TRUST, INC.
By: /s/ Xxxxx X. XxXxxxxxx
----------------------------------------
Name: Xxxxx X. XxXxxxxxx
Title: Chief Financial Officer
EXHIBIT J
FORM OF CHARTER OF NEW STARWOOD
EXHIBIT K
FORM OF BYLAWS OF NEW STARWOOD
EXHIBIT L
FORM OF ARTICLES SUPPLEMENTARY FOR EACH
CLASS OF NEW STARWOOD PREFERRED STOCK
