Exhibit 10.7
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment") is
entered into by and between CarrAmerica Realty Corporation ("Seller") and
FrontLine Capital Group (formerly known as Reckson Services Industries, Inc.)
("Buyer") as of April 29, 2000.
RECITALS:
WHEREAS, Seller and Buyer entered into a Stock Purchase Agreement
dated as of January 20, 2000 (such agreement as heretofore, hereby and
hereinafter amended, the "Stock Purchase Agreement") pursuant to which Seller
agreed to sell shares of common stock of HQ Global Workplaces, Inc. (the
"Company") owned by it to Buyer on the terms set forth therein;
WHEREAS, the parties hereto wish to make certain amendments to the
Stock Purchase Agreement; and
WHEREAS, capitalized terms not otherwise defined herein shall have the
meanings set forth in the Stock Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing and the respective
covenants and agreements set forth herein, the parties, intending to be legally
bound, agree as follows:
1. The second sentence of Section 4(c)(ii) of the Stock Purchase
Agreement is hereby deleted in its entirety and replaced by the following:
"Other than (i) this Agreement, (ii) the Amended and Restated
Stockholders Agreement dated as of September 29, 1998 by and among the
Company, Seller and certain other stockholders of the Company (the
"Existing Stockholders Agreement"), and (iii) any stockholders
agreement to be executed in connection with the Closing hereunder,
none of the Shares are subject to any agreement, contract, commitment,
understanding or arrangement, including any such agreement, contract,
commitment, understanding or arrangement restricting or otherwise
relating to the voting, dividend rights or disposition of the Shares."
2. The last sentence of Section 5(c) of the Stock Purchase Agreement
is hereby deleted in its entirety and replaced with the following:
"No consent, approval, license, permit, order or authorization of, or
registration, declaration or filing with, any Governmental Entity is
required to be obtained or made by or with respect to the Buyer in
connection with the execution, delivery, performance of this Agreement
by the Buyer or the consummation of the transactions contemplated
hereby."
3. Section 5 of the Stock Purchase Agreement is hereby amended by
adding the following section:
"(d) Investment Representation. Each party acquiring Shares
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hereunder will be receiving the Shares for his or its own account for
investment only and not with a view towards distribution or resale.
Each party acquiring Shares hereunder will either be an "accredited"
investor within the meaning of Rule 501 promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), or will
have such knowledge and experience in financial and business matters
that such party is capable of evaluating the merits and risks of
investment in the Shares and will be able to bear the economic risk of
its investment in the Shares. Each party acquiring Shares hereunder
acknowledges that any routine sale of such Shares made in reliance
upon Rule 144 promulgated under the Securities Act can be made only in
accordance with the terms and conditions of such Rule and further,
that in case such Rule is not applicable to any sale of the Shares,
resale thereof may require compliance with some other exemption under
the Securities Act prior to resale. Each party acquiring Shares
hereunder acknowledges that the certificates representing the Shares
issued pursuant to this Agreement shall bear the following legend:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE,
TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT
OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION FOR SUCH
SALE, OFFER, TRANSFER, HYPOTHECATION OR OTHER ASSIGNMENT IS AVAILABLE
UNDER SUCH ACT.""
4. Section 12(a)(iv) is hereby deleted in its entirety and replaced
with the following:
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"by the Seller or Buyer (provided, however, in the case of Buyer, only
if Buyer has given the Seller at least five business days' prior
written notice of its intention to terminate pursuant to this Section
12(a)(iv), which notice may not be given prior to June 1, 2000), if
the Closing does not occur on or prior to May 31, 2000;"
5. Section 24 is hereby deleted in its entirety and replaced with
the following:
"24. Additional Signature Parties. At any time after the date
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hereof and at or prior to five (5) business days prior to the Closing,
any other holder of Non-Voting Common Stock, any holder of voting
common stock, par value $.01 per share of the Company (the "Voting
Common Stock") and any holder of warrants to acquire shares of Non-
Voting Common Stock (the "Warrants") as of the date hereof shall be
permitted to execute and deliver to the Buyer an Additional Party
Signature Page substantially in the form of Annex B hereto (each such
party who executes and delivers to the Buyer such document, an
"Additional Stockholder Party"), pursuant to which such Additional
Stockholder Party shall be entitled, subject to the terms and
conditions herein, to become a "Seller" for all purposes of this
Agreement, and shall be entitled to sell to Buyer the number of shares
of Non-Voting Common Stock or Voting Common Stock or the number of
Warrants, held by such Additional Stockholder Party and set forth on
such Additional Party Signature Page on the same terms set forth in
this Agreement; provided that each holder of Warrants that elects to
sell Warrants hereunder shall be entitled to receive a price per
Warrant, equal to the Per Share Purchase Price, as adjusted hereunder,
minus the exercise price of such Warrant. Each Additional Stockholder
Party shall be deemed to have made the representations and warranties
of Seller herein and be bound by the other agreements of Seller
herein, and the shares of Non-Voting Common Stock and Voting Common
Stock and the Warrants sold by each such party shall be deemed
"Shares" for all purposes hereunder. To the extent that any
Additional Stockholder Party elects to sell shares of Non-Voting
Common Stock, shares of Voting Common Stock or Warrants, the number of
shares of Non-Voting Common Stock to be sold by CarrAmerica pursuant
to this Agreement shall be decreased by the number of shares of Non-
Voting Common Stock, shares of Voting Common Stock or Warrants, as
applicable, to be sold by such Additional Stockholder Party, it being
intended that the Buyer shall be entitled to and required to purchase
only the number of shares of Non-Voting Common Stock, shares of Voting
Common Stock and Warrants, in the aggregate from
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CarrAmerica and all Additional Stockholder Parties, shown as being
proposed to be sold by CarrAmerica on Exhibit A as delivered on
January 20, 2000; provided that, notwithstanding anything to the
contrary contained herein, in the event any Additional Stockholder
Party shall breach any representation or warranty or otherwise fail to
perform any of its obligations under this Agreement, CarrAmerica shall
have the right to make such representation or warranty and otherwise
perform such obligations on behalf of such Additional Stockholder
Party. If Warrants are sold to Buyer pursuant to this Section 24,
Buyer will immediately exercise such Warrants and pay the exercise
price therefor to the Company (or its successors)."
6. Simultaneously with the execution of this Amendment, RSI shall
contribute $1,350,000 to VANTAS and VANTAS shall pay $1,350,000 in cash (the
"Company Stockholder Extension Payment") to the Company, as agent for the
stockholders of the Company who have elected to sell all or a portion of their
shares in the Company, as compensation for the extension of the Closing Date
from April 30, 2000 to May 31, 2000, which funds shall be distributed by the
Company on a pro rata basis to such stockholders based on the percentage of
shares being sold by each such stockholder divided by the total number of shares
being sold. The Company Stockholder Extension Payment is nonrefundable and will
not be used to adjust the consideration otherwise payable in connection with the
consummation of the transactions contemplated by the Stock Purchase Agreement.
7. Seller represents and warrants that Seller has the requisite
capacity and authority, and has taken all actions necessary in order, to
execute, deliver and perform its obligations under this Amendment. This
Amendment is a legal, valid and binding obligation of Seller, enforceable in
accordance with its terms, except insofar as enforcement thereof may be limited
by bankruptcy, insolvency or other laws relating to or affecting enforcement of
creditors' rights generally including such general equitable principles as may
apply in the enforcement of creditors' rights.
8. Buyer represents and warrants that Buyer has the requisite
capacity and authority, and has taken all actions necessary in order, to
execute, deliver and perform its obligations under this Amendment. This
Amendment is a legal, valid and binding obligation of Buyer, enforceable in
accordance with its terms, except insofar as enforcement thereof may be limited
by bankruptcy, insolvency or other laws relating to or affecting enforcement of
creditors' rights generally including such general equitable principles as may
apply in the enforcement of creditors' rights.
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9. This Amendment and the other agreements referred to herein
represent the entire understanding of the parties with respect to the subject
matter contained herein. This Amendment may not be amended, modified or waived
except in a writing signed by the party against whom enforcement of such
amendment, modification or waiver is sought. This Amendment shall be construed
and interpreted in accordance with the laws of the State of Delaware, without
reference to the conflict of laws principles contained therein. This Amendment
may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which, when taken together, shall constitute one and the
same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first written above.
CARRAMERICA REALTY CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Managing Director
FRONTLINE CAPITAL GROUP
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Executive Vice President
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