Exhibit 2.5
AMENDMENT NO. 2
TO
AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 2, dated as of October __, 1999 (the "AMENDMENT"), by and
among STARWOOD FINANCIAL TRUST, a Maryland real estate investment trust
("STARWOOD"), ST MERGER SUB, INC., a Maryland 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, as amended
through the date hereof (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. EXHIBITS. EXHIBITS H AND I of the Original Agreement are hereby
amended and replaced in their entirety with EXHIBITS H AND I to this Amendment,
and SCHEDULE G of the Original Agreement is hereby amended and replaced in its
entirety by SCHEDULE G 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/ Xxx Xxxxxxxx
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Name: Xxx Xxxxxxxx
Title: President and Chief Executive
Officer
ST MERGER SUB, INC.
By: /s/ Xxx Xxxxxxxx
----------------------------------------
Name: Xxx Xxxxxxxx
Title: President and Chief Executive
Officer
TRINET CORPORATE REALTY TRUST, INC.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
----------------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Chief Executive Officer
EXHIBIT H
FORM OF CHARTER OF SURVIVING CORPORATION
EXHIBIT I
FORM OF BYLAWS OF SURVIVING CORPORATION
SCHEDULE G
DIRECTORS OF SURVIVING CORPORATION
Xxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxx
Xxx Xxxxxxxx Xxxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxx Madison X. Xxxxx Xxxxxxx X. Xxxxxxx
Xxxxxx Xxxxxxxx, Xx. Xxxxxx X. Xxxxxx, Xx. Xxxx X. XxXxxxxx
Xxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxxxxx [special director]
Xxxxxx X. Xxxxxx
