EXHIBIT 99.3
October 19, 2001
VIA FACSIMILE
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G & L Realty Corp.
000 Xxxxx Xxxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attn: Special Committee of the
Board of Directors
Gentlemen:
Reference is hereby made to the Agreement and Plan of Merger (the
"Merger Agreement"), dated as of May 10, 2001, between G & L Acquisition, LLC
(the "Acquiror") and G & L Realty Corp. (the "Company"), as amended by Amendment
No. 1, dated as of September 28, 2001, and to our letter dated September 28,
2001 to the Special Committee (the "Limited Waiver"), our letter dated October
16, 2001 to the Special Committee and the letter dated October 17, 2001 from our
counsel, Xxxxxx Xxxxxx White & XxXxxxxxx LLP, to Xxxxxx Xxxxxx of Xxxxxxx Xxxxx
Xxxxxxx & Xxxxxxxxx, LLP.
It is our understanding that the Special Committee is considering
making a counterproposal to Xxxx Xxxxxxx and his associates (the "WGFK Group").
To allow the Special Committee to make a counterproposal to the WGFK Group, we
will agree (i) to release the Company from any and all claims that we otherwise
may have that the Limited Waiver has been retroactively revoked and thereby
Section 4.1 of the Merger Agreement has been breached by the Company, (ii) to
not take any action to terminate the Merger Agreement as a result of any such
alleged breach of Section 4.1 thereof and (iii) to forbear from any injunctive
action or other similar interference with any tender offer by the WGFK Group
that the Special Committee determines constitutes a Superior Acquisition
Proposal (as defined in the Merger Agreement), but only if the Special Committee
requires that, as a condition precedent to any approval or recommendation of any
acquisition proposal by the WGFK Group, any determination that such an
acquisition proposal constitutes a Superior Acquisition Proposal or any
withdrawal, discontinuance or modification of its approval or recommendation of
the Merger Agreement or the Merger (as defined in the Merger Agreement), and
before the Company or the undersigned exercises any right it may have to
terminate the Merger Agreement under Article VII thereof, the
G & L Realty Corp.
October 19, 2001
Page 2
WGFK Group shall have paid to the Company the sum of $2.5 million in immediately
available funds which will be applied by the Company without restriction to
fulfill its obligations under Article VII of the Merger Agreement. It is
understood that the only circumstances in which the Company will be obligated to
pay that or any other amount to the WGFK Group is if the Company breaches its
obligations to the WGFK Group or if the Special Committee or the Board of
Directors withdraws its recommendation of the acquisition proposal by the WGFK
Group and recommends an alternative acquisition transaction. We assume that the
counterproposal and any further arrangements with the WGFK Group will contain
such other provisions, including unconditional assurances of financing and
assurances of the ability to perform with respect to any liability for damages,
as the Special Committee deems appropriate to protect the Company.
In addition, Messrs. Xxxxxxxx and Xxxxxxxx shall be afforded five
business days' advance notice of any record date for a vote of common
stockholders or any tender offer for common stock of the Company relating to any
acquisition by the WGFK Group or any of its affiliates such that, prior to such
record date or tender offer, Messrs. Xxxxxxxx and Xxxxxxxx are permitted to
become record holders of the shares of common stock issuable to them on exercise
of any outstanding options, whether or not then vested, held by them.
If the foregoing is acceptable, please so indicate by causing a copy
of this letter to be executed by the Special Committee on behalf of the Company.
It is understood that this letter shall not in any manner affect Acquiror's
rights under the Merger Agreement other than as set forth herein, including
Article VII of the Merger Agreement relating to termination.
Very truly yours,
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
ACCEPTED AND AGREED TO:
SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS
ON BEHALF OF G&L REALTY CORP.
By /s/ S. Xxxxx Xxxxxxxx
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S. Xxxxx Xxxxxxxx, Chairman