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"), Xxxxxxx X.
Xxxxxx ("XXXXXX") and Xxxxxx Bay Partners II, L.P. ("XXXXXX BAY") is entered
into by and among Seller, Xxxxxx, Xxxxxx Bay, Xxxxxx Bay Partners, Inc.,
Crescent Real Estate Equities Limited Partnership, Pond's Edge Associates, LLC,
Xxxxx X. Xxxxxx and Xxxxxx X. Xxxxxx (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, Xxxxxx and Xxxxxx
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, Xxxxxx and Xxxxxx 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
Xxxxxxx X. Xxxxxx 586,207
00 Xxxx Xxxx Xxxx
Xxxx Xxxx, XX 00000
Xxxxxx Bay Partners II, L.P. 96,275
000 Xxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
Xxxxxx Bay Partners, Inc.. 252
000 Xxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
Crescent Real Estate Equities Limited Partnership 000,000
x/x Xxxxxxxx Xxxx Xxxxxx Equities, Ltd.
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxxx, XX 00000
Pond's Edge Associates, LLC 23,915
00 Xxxxxx Xxxx
Xxxxxxxxxxxxx, XX 00000
Xxxxx X. Xxxxxx 47,317
c/o Hudson Bay Partners, L.P.
000 Xxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
Xxxxxx X. Xxxxxx
c/x Xxxxxx Bay Partners, L.P. 11,889
000 Xxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
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.
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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:
XXXXXX BAY PARTNERS II, L.P.
By: Xxxxxx Bay Partners, Inc., its
General Partner
By:
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title: President
XXXXXX BAY PARTNERS, INC.
By:
-------------------------------------
Name: Xxxxx X. Xxxxxx
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:
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Xxxxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
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