EXHIBIT 99.1
AMENDMENT NO. 1
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THIS AMENDMENT NO. 1 (the "Amendment") to the AGREEMENT AND PLAN OF MERGER
(the "Agreement"), 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"), is made and entered into by Acquiror and
the Company as of September 28, 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 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 upon the terms and subject to the conditions set
forth in this Amendment.
B. Acquiror and the Company desire to amend the Agreement as set forth in
this Amendment.
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:
1. Section 5.1(c) of the Agreement is amended by adding the following
sentence at the end of that section: "For the purpose of clarification, the
parties agree that a Stockholders Meeting shall not be deemed held until a vote
of the stockholders on the Merger has been taken."
2. Section 7.1(ii) of the Agreement is amended by deleting the date
"October 15, 2001" and inserting in its place "November 30, 2001."
3. Section 7.1(x) of the Agreement is amended by deleting the date
"September 15, 2001" and inserting in its place "October 29, 2001."
4. Section 7.3(c) of the Agreement is amended by adding the following
sentence at the end of that section: "If either party terminates this Agreement
pursuant to Section 7.1(ii), then the Company shall pay or reimburse Acquiror
Parties for their fees and expenses to the extent set forth in clause (B) of
this subsection (c)."
5. This Amendment 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 thereto.
6. This Amendment 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, 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/ XXXX X. XXXXX
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Xxxx X. Xxxxx, Senior V.P.
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