EXHIBIT 2.2
AMENDMENT TO SHARE PURCHASE AGREEMENT
This Amendment is made as of this 22nd day of March, 1996 by Pennsylvania
Company, a Delaware corporation (the "Shareholder") and BMC Acquisition
Company, a Delaware corporation (the "Buyer").
Whereas, the Shareholder and the Buyer have entered into a Share Purchase
Agreement (the "Agreement") dated as of January 5, 1996 providing for the
acquisition of all of the issued and outstanding shares of capital stock of
Buckeye Management Company, a Delaware corporation ("Company") by the Buyer
from the Shareholder; and
Whereas, the Shareholder and the Buyer desire to amend the Agreement as set
forth in this Amendment.
Now, Therefore, intending to be legally bound, the parties hereto agree as
follows:
1. The Shareholder and the Buyer hereby agree that, prior to the Closing,
the Buyer may terminate the existing subscription agreements from the
persons listed on the form of Schedule 4.1 originally attached to the
Agreement and simultaneously enter into a new subscription agreement with
Glenmoor Partners, LLP, a Pennsylvania limited liability partnership, to
acquire not less than $5,000,000 of common stock of the Buyer on or before
the Closing Date.
2. The Shareholder and the Buyer hereby agree that the date "April 15,
1995" in Section 8.3(d) and the date "June 30, 1995" in Section 8.3(e) were
intended to be and are hereby amended to be "April 15, 1996" and "June 30,
1996" respectively.
3. The Shareholder and the Buyer hereby agree that Section 8.1 of the
Agreement shall be amended to insert the phrase "Except as otherwise
specifically set forth in this Agreement in the case of covenants and
agreements," at the beginning of such section.
4. Buyer shall use commercially reasonable efforts to obtain as soon as
practicable following the Closing Date, but in no event later than August
14, 1996, the release of Shareholder and its affiliates from all surety
bonds for which Shareholder or any of its affiliates is a guarantor or an
account party, but which relate to the operations of the Company, the
Master Partnership and the Operating Partnerships. Shareholder agrees to
keep any such surety bonds in place until August 14, 1996, after which time
Shareholder or its affiliates may give notice of cancellation with respect
to their guaranty. Buyer agrees to indemnify and hold harmless Seller and
its affiliates from any loss arising out of such surety bonds.
5. All capitalized terms used in this Amendment but not defined herein
shall have the same meaning as such term has in the Agreement.
6. Any provision of this Amendment that is inconsistent with the
provisions of the Agreement shall be deemed amended to effectuate the
intention of the parties as expressed herein. Every other provision of the
Agreement shall remain unchanged and shall remain in full force and effect.
7. This Amendment may be executed in two or more counterparts, each of
which is an original, and all of which together shall be deemed to be one
and the same instrument. This Amendment shall become binding when one or
more counterparts taken together shall have been executed and delivered by
both of the parties. It shall not be necessary in making proof of this
Amendment or any counterpart hereof to produce or account for any of the
other counterparts.
In Witness Whereof, the parties hereto have duly executed this Amendment as
of the date first written above.
Pennsylvania Company
/s/ Xxxx X. Xxxx
By: _________________________________
Name: Xxxx X. Xxxx
Title: Senior Vice President
BMC Acquisition Company
/s/ C. Xxxxxxx Xxxxxx
By: _________________________________
Name: C. Xxxxxxx Xxxxxx
Title: President
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