FIRST AMENDMENT TO
PREFERRED STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO PREFERRED STOCK PURCHASE AGREEMENT (this
"Amendment") is made and entered into as of May 9, 1997 between CRIIMI MAE
Inc., a Maryland corporation (the "Company"), and MeesPierson Clearing
Services B.V., a Netherlands corporation (the "Investor").
WHEREAS, the Company and the Investor have entered into a Preferred Stock
Purchase Agreement dated as of March 31, 1997 (the "Agreement"), pursuant to
which, among other things, the Investor has agreed to purchase from the
Company up to 300,000 shares of the Company's Series C Preferred Stock, par
value $.01 per share (the "Series C Preferred Stock"), on the terms and
subject to the conditions set forth therein; and
WHEREAS, the Parties wish to amend the Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual promises
and agreements made herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound hereby, the Parties agree as follows:
I. DEFINITIONS. Unless otherwise defined in this Amendment, all
capitalized terms shall have the meanings given such terms in the
Agreement.
II. AMENDED EXHIBIT. Exhibit C to the Agreement, the Form of Articles
Supplementary to the Articles of Incorporation of the Company for the
Series C Preferred Stock, is hereby deleted in its entirety and
replaced with Exhibit C attached hereto.
III. AMENDMENT TO ARTICLE I. Article I of the Agreement is hereby amended
by deleting subsection 1.2(c) in its entirety and replacing it with the
following:
(c) At each Closing for the sale and purchase of Shares, (i) the
Company shall satisfy, or the Investor shall waive, each of the
conditions set forth in Section 4.2 and the Company shall deliver to the
Investor (A) one or more stock certificates representing the Shares
being purchased, registered in the name of the Investor or its nominee
and (B) a put option exercise price equal to (x) the number of Shares
being purchased and sold at such Closing multiplied by (y) $3, or such
lower amount mutually agreed to by the Company and the Investor, in
immediately available funds by wire transfer to such account as shall be
designated to the Company in writing by the Investor at least two
business days prior to the scheduled date of the Closing and (ii) the
Investor shall satisfy, or the Company shall waive, each of the
conditions set forth in Section 4.1 and the Investor shall deliver to
the Company the Purchase Price in immediately available funds by wire
transfer to such account as shall be designated to the Investor in
writing by the Company.
IV. AMENDMENT TO ARTICLE III. Article III of the Agreement is hereby
amended by adding new Section 3.2 as follows:
3.2 Covenants of the Investor. The Investor covenants with the
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Company that, during any Conversion Pricing Period (as such term is
defined in the Articles Supplementary set forth in Exhibit C) neither the
Investor nor its affiliates will engage in the sale of shares of Common
Stock if such sale would constitute the last sale of shares of Common
Stock prior to the scheduled time of closing of trading on the New York
Stock Exchange (or on any other exchange or system on which the Common
Stock is or may be listed or quoted) on any day on which such exchange is
open for trading.
V. AMENDMENT TO ARTICLE V. Article I of the Agreement is hereby amended by
deleting Section 5.13 in its entirety and replacing it with the
following:
Section 5.13. Termination. This Agreement may be terminated at any time
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by the mutual consent of the Company and the Investor; provided that the
provisions of Section 3.2 shall survive such termination.
VI. RATIFICATION. Except as expressly amended by this Amendment, the
Agreement shall remain in full force and effect and the Agreement is
hereby ratified and confirmed as of the date first written above.
VII. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of Maryland, without regard to the
principles of conflicts of law of such state.
VIII.COUNTERPARTS. This Amendment may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
IX. RESTATEMENT. The applicable provisions of this Amendment may be
incorporated into an amended and restated version of the Agreement, which
Agreement as amended and restated shall be the Stock Purchase Agreement
dated as of March 31, 1997, as amended as of the date of this Amendment.
All references in an amended and restated version of the Agreement to "as
of the date hereof" and similar language are understood to mean March 31,
1997.
X. CORPORATE AUTHORITY; ETC. Each of the Company and the Investor
represents that it has taken all necessary action to authorize the
execution, delivery and performance of this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
CRIIMI MAE INC. MEESPIERSON CLEARING SERVICES B.V.
By: By:
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Name: Name:
Title: Title:
By:
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Name:
Title:
