Exhibit 2.2
FIRST AMENDMENT TO
AGREEMENT FOR PURCHASE AND SALE
OF PROPERTY AND ESCROW INSTRUCTION
This FIRST AMENDMENT TO AGREEMENT FOR PURCHASE OF SALE OF PROPERTY AND
ESCROW INSTRUCTIONS ("Amendment") is made as of May 12, 2000 by and between
BOEING REALTY CORPORATION, a California corporation (successor in interest to
XxXxxxxxx Xxxxxxx Realty Company) ("Seller"), and POWERWAVE TECHNOLOGIES, INC.,
a Delaware corporation ("Buyer"), based upon the following facts:
R E C I T A L S
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A. Buyer and Seller are parties to that certain Agreement for
Purchase and Sale of Property and Escrow Instructions dated as of May 9, 2000
(the "Purchase Agreement") and the escrow opened in connection therewith with
Chicago Title Insurance Company, Escrow No. 203023115-M19 (the "Escrow"),
covering that certain improved real property located in the City of Santa Xxx,
County of Orange, California and more particularly described in the Purchase
Agreement.
B. Buyer and Seller desire to modify the Purchase Agreement and the
Escrow as set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Amendment, Buyer and Seller agree as follows (all capitalized
terms not otherwise defined in this Amendment shall have the same meanings that
they have in the Purchase Agreement):
ITEM 2. Purchase Price. The Purchase Price, as defined in Section 1.2 of the
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Purchase Agreement, is hereby reduced by Two Hundred Thousand Dollars
($200,000) from "Thirty-Five Million Five Hundred Thousand Dollars
($35,500,000)" to "Thirty-Five Million Three Hundred Thousand Dollars
($35,300,000)".
ITEM 3. Deposit. The Deposit, as defined in Section 1.3(a) of the Purchase
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Agreement, is hereby increased by Four Million Dollars ($4,000,000)
from "One Million Dollars ($1,000,000)" to "Five Million Dollars
($5,000,000)". Section 1.3(a) of the Purchase Agreement is hereby
further amended to provide that the additional portion of the increased
Deposit shall be deposited into Escrow in immediately available funds
on or before May 15, 2000.
ITEM 4. Governmental Compliance. Section 3.1(d) of the Purchase Agreement is
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hereby deleted in its entirety and the following shall be inserted in
lieu thereof. "Except for the Preliminary Structural Evaluation of
Existing Building report dated May 4, 2000 which was prepared by XXXXX
for BUYER, which alleges possible deficiencies in the construction of
the Building, and the additional letter from XXXXX dated May 9, 2000,
both of which were delivered to SELLER by BUYER on May 10, 2000, no
notices of violation of governmental regulations, ordinances or laws
relating to the Property currently have been received by SELLER or, to
SELLER's knowledge, entered against SELLER, and, except as disclosed
above, to SELLER's knowledge, no such violations exist."
ITEM 5. No Other Amendments. Except as amended by the provisions of this
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Amendment, the Purchase Agreement continues unmodified and in full
force and effect.
ITEM 6. Attorneys' Fees. In the event of any action, proceeding or arbitration
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instituted by or between the parties in connection with this Amendment,
then as between Seller and Buyer the prevailing party shall be entitled
to recover from the nonprevailing party all of its costs and expenses,
including, without limitation, court costs, costs of appeals,
attorneys' fees and disbursements actually and reasonably incurred.
ITEM 7. Counterparts. This Amendment may be executed in one or more
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counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment effective
as of the date first written above.
SELLER:
BOEING REALTY CORPORATION
a California corporation
By: /s/ XXXXXXX X. XXXXXX
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Its: Director Business Operations
BUYER:
POWERWAVE TECHNOLOGIES, INC.,
a Delaware corporation
By: /s/ XXXXX X. XXXXXXXX
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Its: Chief Financial Officer
By: ______________________________________
Its: ______________________________
