Exhibit 99.2
AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT
This Amendment No. 1, dated as of October __, 1999 (the "AMENDMENT"),
to the Subscription Agreement, dated as of September 27, 1999 (the "AGREEMENT"),
by and among American Real Estate Investment Corporation (the "SELLER"), and
Xxxxxxx X. Xxxxxx and Xxxxxx Bay Partners II, L.P. (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.
RECITAL
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 ___________
00 Xxxx Xxxx Xxxx
Xxxx Xxxx, XX 00000
Xxxxxx Bay Partners II, L.P. ___________
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
2. The purchase and sale of the Shares contemplated by Section 1.02 of
the Agreement may occur in one or more Closings (as defined in Section 1.02 of
the Agreement), and the obligations of the Seller and either Purchaser at a
Closing shall not be conditioned upon the purchase by the other Purchaser of
Shares at such Closing.
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.
IN WITNESS WHEREOF, the parties have caused this Amendment to be signed
as of the date first written above.
KEYSTONE PROPERTY TRUST
By:
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Name:
Title:
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Xxxxxxx X. Xxxxxx
XXXXXX BAY PARTNERS II, L.P.
By: Xxxxxx Bay Partners, Inc., its
General Partner
By:
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Name: Xxxxx X. Xxxxxx
Title: President
