WHWEL REAL ESTATE LIMITED PARTNERSHIP
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May 28, 1999
Wellsford Real Properties, Inc.
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Ladies and Gentlemen:
We refer to the Limited Liability Company Operating Agreement (the "LLC
Agreement") of Wellsford/Whitehall Properties Group, L.L.C. ("Group") dated as
of the date hereof, among Wellsford Commercial Properties Trust ("WCPT"), WHWEL
Real Estate Limited Partnership ("WHWEL") and the other Members. Capitalized
terms used and not defined herein shall have the meanings set forth in the LLC
Agreement.
It is hereby agreed by WRP that, within twenty (20) Business Days after
WHWEL has delivered a written request to WRP, WRP will exchange shares of WRP
Common Stock for Excess Membership Units (as defined below) then held by WHWEL
or, at WRP's election, all or part of such Excess Membership Units shall be
exchanged for cash at the fair market value of the applicable number of shares
of WRP Common Stock as determined below.
For purposes of this letter agreement, "Excess Membership Units" shall
mean the Membership Units received by WHWEL in exchange for Capital
Contributions made to Group by WHWEL in excess of $50,000,000 up to $75,000,000,
but not with respect to any Membership Unit issued to WHWEL in exchange for
Capital Contributions made to Group by WHWEL in excess of $75,000,000. It is
understood and agreed that, as of the date hereof, WHWEL has funded Capital
Contributions to Group in amount equal to $67,139,043. The number of shares of
WRP Common Stock issued to WHWEL in exchange for each Excess Membership Unit
shall be equal to the quotient of (i) the Membership Unit Purchase Price (as
defined below) divided by (ii) the Closing Price (as defined in the Warrant
Agreement) as of the Trading Day (as defined in the Warrant Agreement)
immediately prior to the date the written request described above is delivered
to WRP.
For purposes of this letter agreement "WRP Common Stock" shall mean the
common stock, par value $.01 per share, of WRP and any other stock of WRP into
which such common stock may be converted or reclassified (other than stock of
the Company into which unissued Common Stock has been reclassified) or that may
be issued in respect of, in exchange for, or in substitution of, such common
stock by reason of any stock splits, stock dividends, distributions, mergers,
consolidations, recapitalizations or other like events.
For purposes of this letter agreement, "Membership Unit Purchase Price"
shall mean the aggregate purchase price paid for all Excess Membership Units
held by WHWEL on the date of determination divided by the number of Excess
Membership Units held by WHWEL on such date.
This letter agreement and all rights arising hereunder shall be
governed by the internal laws of the State of New York.
This letter agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
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If the foregoing correctly reflects our understanding, please confirm
your acceptance by executing the enclosed counterpart of this letter agreement
and return it to the undersigned, whereupon it will become a binding agreement
between the parties hereto in accordance with its terms.
Very truly yours.
WHWEL REAL ESTATE LIMITED
PARTNERSHIP
By: WHATR Gen-Par, Inc.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
ACKNOWLEDGED AND AGREED
AS OF THE DATE FIRST ABOVE WRITTEN:
WELLSFORD REAL PROPERTIES, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: President
