Exhibit 2.3
AMENDMENT NO. 2 TO
AGREEMENT AND PLAN OF MERGER
This Amendment No. 2 to that certain Agreement and Plan of
Merger dated November 12, 1996, as amended by Amendment No. 1 to
Agreement and Plan of Merger dated December 18, 1996 (the "Merger
Agreement"), is made and entered into this 26th day of February,
1997, by and among Union Property Investors, Inc., a Delaware
corporation ("UPI"), Kranzco Realty Trust, a Maryland real estate
investment trust ("Kranzco"), and KRT Union Corp., a Delaware
corporation and a wholly-owned subsidiary of Kranzco organized
solely for the purpose of consummating the transactions
contemplated by the Merger Agreement.
WHEREAS, the Board of Directors of each of UPI and KRT Union
Corp., and the Board of Trustees of Kranzco have determined that
it is in the best interests of their respective companies and
stockholders to modify and amend the Merger Agreement as set
forth below.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and intending to be legally bound
hereby, the parties hereto agree as follows:
Exhibits A-1 and A-2 to the Merger Agreement are amended and
restated in their entirety in the forms attached hereto as
Exhibits A-1 and A-2, respectively.
Upon the execution hereof, each reference in the Merger
Agreement to "this Agreement", "hereby", "hereunder", "herein" or
word of like import referring to the Merger Agreement shall mean
and refer to the Merger Agreement as amended by this Amendment
No. 2 to the Merger Agreement. All other provisions of the
Merger Agreement shall remain in full force and effect except and
to the extent explicitly amended hereby. This Amendment No. 2 to
the Merger Agreement shall be governed and construed in
accordance with the laws of the State of New York without regard
to any applicable principles of conflicts of law.
This amendment may be executed in any number of
counterparts, each of which together shall constitute one and the
same amendment.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 2 to the Merger Agreement to be signed by their
respective officers thereunto duly authorized as of the date
first written above.
UNION PROPERTY INVESTORS, INC.
/s/ Xxxxxx X. Xxxxxx
______________________________
Name: Xxxxxx X. Xxxxxx
Title: President
KRANZCO REALTY TRUST
/s/ Xxxxxx X. Xxxxxxxxx
______________________________
Name: Xxxxxx X. Xxxxxxxxx
Title: President
KRT UNION CORP.
/s/ Xxxxxx X. Xxxxxxxxx
______________________________
Name: Xxxxxx X. Xxxxxxxxx
Title: President
