Exhibit 99.3
AMENDMENT NO. 2 TO SUBSCRIPTION AGREEMENT
This Amendment No. 2, dated as of December 29, 1999 (the "AMENDMENT"),
to the Subscription Agreement, dated as of September 27, 1999, as amended (the
"AGREEMENT"), by and among Keystone Property Trust (the "SELLER"), ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ ("▇▇▇▇▇▇") and ▇▇▇▇▇▇ Bay Partners II, L.P. ("▇▇▇▇▇▇ BAY") is entered
into by and among Seller, ▇▇▇▇▇▇, ▇▇▇▇▇▇ Bay, ▇▇▇▇▇▇ Bay Partners, Inc.,
Crescent Real Estate Equities Limited Partnership, Pond's Edge Associates, LLC,
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (each a "PURCHASER" and together the
"PURCHASERS"). All capitalized terms used herein and not otherwise defined shall
have the meaning ascribed to such term in the Agreement.
RECITALS
WHEREAS, American Real Estate Investment Corporation, ▇▇▇▇▇▇ and ▇▇▇▇▇▇
Bay entered into the Agreement dated as of September 27, 1999, as amended by
that certain Amendment No. 1 to Subscription Agreement dated as of October 29,
1999 (the "FIRST AMENDMENT");
WHEREAS, ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Bay have already purchased common shares in
previous closings; and
WHEREAS, the parties desire to amend the Agreement whereby the
Purchasers agree to be bound by the terms and conditions of the Agreement.
NOW, THEREFORE, the Seller and Purchasers desire to amend the Agreement
as follows:
1. Exhibit A to the Agreement is hereby amended to read in its entirety
as follows:
EXHIBIT A
PURCHASERS
NAME AND ADDRESS NUMBER OF COMMON SHARES
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 586,207
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ Bay Partners II, L.P. 96,275
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ Bay Partners, Inc.. 252
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Crescent Real Estate Equities Limited Partnership ▇▇▇,▇▇▇
▇/▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Equities, Ltd.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Pond's Edge Associates, LLC 23,915
▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 47,317
c/o Hudson Bay Partners, L.P.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
c/▇ ▇▇▇▇▇▇ Bay Partners, L.P. 11,889
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
2. The Purchasers agree to be bound by the terms and conditions of the
Agreement, as amended by the First Amendment and this Amendment.
3. Except as otherwise provided herein, the Agreement shall remain
unmodified and in full force and effect.
4. This Amendment shall be governed by and construed in accordance with
the laws of the State of New York applicable to contracts made and to be
performed therein.
5. This Amendment may be executed in one or more counterparts, each of
which together shall constitute one and the same agreement.
2
IN WITNESS WHEREOF, the parties have caused this Amendment to be signed
as of the date first written above.
KEYSTONE PROPERTY TRUST
By:
-------------------------------------
Name:
Title:
▇▇▇▇▇▇ BAY PARTNERS II, L.P.
By: ▇▇▇▇▇▇ Bay Partners, Inc., its
General Partner
By:
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
▇▇▇▇▇▇ BAY PARTNERS, INC.
By:
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
CRESCENT REAL ESTATE EQUITIES
LIMITED PARTNERSHIP
By: , its
---------------------------------
General Partner
By:
-------------------------------------
Name:
Title:
POND'S EDGE ASSOCIATES, LLC
By: , its
---------------------------------
Managing Member
By:
-------------------------------------
Name:
Title:
3
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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