EXHIBIT 99.3
September 28, 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. Section 4.1 of the Merger Agreement
restricts the Board of Directors of the Company and the Special Committee (as
defined) from taking certain actions, but allows them to enter into discussions
or negotiations with any person that makes a bona fide, written and unsolicited
Acquisition Proposal (as defined) if, among other things, "the Board or Special
Committee determines in good faith, on advice of counsel, that the failure to
take such action would reasonably be expected to violate its duties under
applicable law and such proposal is, or is reasonably likely to be, a Superior
Acquisition Proposal" (as defined). Pursuant to Section 8.3 of the Merger
Agreement, Acquiror hereby waives compliance by the Company and the Special
Committee with the foregoing provision of Section 4.1 of the Merger Agreement,
but only to the extent necessary for the Special Committee to enter into
discussions and negotiations with Xxxx Xxxxxxx and his associates (the "WGFK
Group") and their counsel regarding the proposal made by the WGFK Group, without
having to determine at this time that the failure to do so would reasonably be
expected to violate its duties under applicable law or that the proposal by the
WGFK Group is, or is reasonably likely to be, a Superior Acquisition Proposal.
The foregoing limited waiver is subject to all of the following, in
the absence of which the waiver shall be deemed to have been revoked
retroactively:
1. The Special Committee shall proceed with such discussions or
negotiations as expeditiously as practicable and conclude the same within a
reasonable period of
G & L Realty Corp.
September 28, 2001
Page 2
time given the stockholder meeting date of October 24, 2001 and applicable
disclosure requirements of the Securities and Exchange Commission.
2. Any proposal recommended by the Special Committee would include
the payment to the Company of at least $2.5 million on a nonrefundable basis,
except in the event by a breach by the Company.
3. Messrs. Xxxxxxxx and Xxxxxxxx shall be afforded sufficient
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, they are able to become record holders of the shares of common
stock issuable to them on exercise any outstanding options held by them.
The foregoing shall not be construed as a waiver of any other
provisions of the Merger Agreement, and shall not in any manner affect
Acquiror's rights under 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
