Exhibit 99.3
AMENDMENT NO. 2
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THIS AMENDMENT XX. 0 (xxx "Xxxxxxxxx Xx. 0") to the AGREEMENT AND PLAN OF
MERGER dated as of May 10, 2001, by and between G & L ACQUISITION, LLC, a
Maryland limited liability company ("Acquiror"), and G & L REALTY CORP., a
Maryland corporation (the "Company"), as amended by Amendment No. 1 thereto
dated as of September 28 (the "Agreement"), is made and entered into by Acquiror
and the Company as of October 26, 2001.
RECITALS
A. The Board of Directors of the Company (the "Board"), based upon the
recommendation of a special committee thereof, has determined that amending the
Agreement as set forth in this Amendment No. 2 is advisable and in the best
interests of the stockholders of the Company, and the Board and the members of
Acquiror have approved the Amendment No. 2 upon the terms and subject to the
conditions set forth in this Amendment No. 2.
B. Acquiror and the Company desire to amend the Agreement as set forth in
this Amendment No. 2.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:
1. Section 1.5(a) of the Agreement is amended by deleting "$12.00" "and
inserting in its place "$13.00."
2. Section 4.1 of the Agreement is amended by deleting it in its entirety
and inserting in its place the following:
"4.1 Acquisition Proposals. From the date of this Amendment No. 2, and
continuing through the Effective Time or the earlier termination of this
Agreement in accordance with its terms, the Company agrees that:
(i) neither it nor any of its Subsidiaries shall initiate, solicit
or encourage, directly or indirectly, any inquiries or the making or
implementation of any proposal or offer (including any proposal or
offer to its stockholders) with respect to a merger, acquisition,
tender offer, exchange offer, consolidation, share exchange, sale of
assets or similar transaction involving all or any significant
portion of the assets or any equity securities of the Company and its
Subsidiaries, taken as a whole, other than the transactions
contemplated by this Agreement and the Partnership Merger Agreement
(any such proposal or offer being hereinafter referred to as an
"Acquisition Proposal") or shall engage in any negotiations
concerning or provide any confidential information or data to, or
shall have any discussions with, any person relating to an
Acquisition Proposal, or otherwise shall facilitate any effort or
shall attempt to make or implement an Acquisition Proposal (for the
avoidance of doubt, responding to an unsolicited inquiry by informing
such inquirer that the Company is subject to this Section 4.1 and
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instructing such inquirer to review this Section of the
Agreement shall not be a violation of this Section 4.1);
(ii) it shall use its reasonable best efforts to cause, its
officers, directors, employees, agents or financial advisors not
to engage in any of the activities restricted by Section 4.1(i);
(iii) it shall cease and cause to be terminated any existing
activities, discussions or negotiations theretofore conducted
with any person with respect to any Acquisition Proposal and
shall take the necessary steps to inform any such individuals or
entities of the obligations undertaken in this Section 4.1;
(iv) it will notify Acquiror promptly if the Company has
received or receives any such inquiries or proposals, or any
requests for such information, or if any such negotiations or
discussions are sought to be initiated or continued with it; and
(iv) nothing in this Section 4.1 shall affect or diminish the
rights of the parties with respect to any claim or right which
may have existed under Section 4.1 prior to the date hereof."
3. Section 7.1(iv) shall be amended by deleting it in its entirety
and inserting the following: "[Intentionally Omitted]."
4. This Amendment No. 2 shall be governed in all respects,
including validity, interpretation and effect, by the internal laws of the
State of California, without giving effect to the principles of conflict of laws
thereof.
5. If any term or provision of this Amendment No. 2 is invalid or
unenforceable in any jurisdiction by reason of any law or public policy, all
other termes and provisions of this Amendment No. 2 shall nevertheless remain in
full force and effect so long as the economic and legal substance of the
transactions contemplated hereby are not affected in any manner materially
adverse to any party. Upon such determination that any term is invalid or
unenforceable, the parties shall negotiate in good faith to modify this
Amendment No. 2 so as to effect the original intent of the parties as closely as
possible in a mutually acceptable manner in order that the transactions
contemplated hereby are consummated as originally contemplated to the greatest
extent possible.
6. This Amendment No. 2 may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
7. Except as expressly amended by this Amendment No. 2, all
provisions of the Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
G & L ACQUISITION, LLC
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Member
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Member
G & L REALTY CORP.
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Secretary
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