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COMMON SECURITIES GUARANTEE AGREEMENT
WRP CONVERTIBLE TRUST I
Dated as of May 5, 2000
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TABLE OF CONTENTS
Page
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ARTICLE I DEFINITIONS AND INTERPRETATION...........................2
SECTION 1.1. Definitions and Interpretation................2
ARTICLE II GUARANTEE................................................3
SECTION 2.1. Guarantee.....................................3
SECTION 2.2. Waiver of Notice and Demand...................4
SECTION 2.3. Obligations Not Affected......................4
SECTION 2.4. Rights of Holders.............................5
SECTION 2.5. Guarantee of Payment..........................5
SECTION 2.6. Subrogation...................................5
SECTION 2.7. Independent Obligations.......................6
ARTICLE III LIMITATION OF TRANSACTIONS; SUBORDINATION ...............6
SECTION 3.1. Limitation of Transactions....................6
SECTION 3.2. Subordination.................................7
ARTICLE IV TERMINATION..............................................7
SECTION 4.1. Termination...................................7
ARTICLE V MISCELLANEOUS............................................7
SECTION 5.1. Successors and Assigns........................7
SECTION 5.2. Amendments....................................8
SECTION 5.3. Notices.......................................8
SECTION 5.4. Benefit.......................................9
SECTION 5.5. Counterparts..................................9
SECTION 5.6. Governing Law.................................9
PRIOR TO THE TRANSFER RESTRICTION TERMINATION DATE (AS DEFINED IN THE
DECLARATION), ANY CERTIFICATE REPRESENTING THIS COMMON SECURITIES GUARANTEE
SHALL BEAR A LEGEND IN SUBSTANTIALLY THE FOLLOWING FORM, UNLESS OTHERWISE AGREED
BY THE REGULAR TRUSTEES (WITH WRITTEN NOTICE TO THE INSTITUTIONAL TRUSTEE)
PURSUANT TO SECTION 9.1(D) OF THE DECLARATION:
THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B)
IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2),
(3) OR (7) UNDER THE SECURITIES ACT) ("INSTITUTIONAL ACCREDITED INVESTOR") OR
(C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THE SECURITY EVIDENCED HEREBY IN AN
OFFSHORE TRANSACTION, (2) AGREES THAT IT WILL NOT PRIOR TO THE EXPIRATION OF THE
HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITY EVIDENCED HEREBY UNDER RULE
144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION) RESELL OR OTHERWISE
TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON SHARES ISSUABLE UPON
CONVERSION OR EXCHANGE OF THIS SECURITY EXCEPT (A) TO WELLSFORD REAL PROPERTIES,
INC. (THE "COMPANY") OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (D)
TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES
TO THE WILMINGTON TRUST COMPANY, AS TRUSTEE (OR, IF THIS CERTIFICATE REPRESENTS
COMMON SHARES, THE TRANSFER AGENT FOR THE COMMON SHARES), A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS
ON TRANSFER OF THIS SECURITY REPRESENTED HEREBY (THE FORM OF WHICH LETTER CAN BE
OBTAINED FROM SUCH TRUSTEE OR TRANSFER AGENT), (E) OUTSIDE THE UNITED STATES IN
COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (F) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE), AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE
SECURITY REPRESENTED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THE SECURITY REPRESENTED
HEREBY PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE
SECURITY REPRESENTED HEREBY UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY
SUCCESSOR PROVISION), THE HOLDER MUST CHECK
THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF
SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE WILMINGTON TRUST COMPANY, AS
TRUSTEE (OR, IF THIS CERTIFICATE REPRESENTS COMMON SHARES, SUCH HOLDER MUST
FURNISH TO THE TRANSFER AGENT SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS THE COMPANY OR WRP CONVERTIBLE TRUST I (THE "TRUST") MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT). IF THIS CERTIFICATE DOES NOT REPRESENT
COMMON SHARES AND IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED
INVESTOR OR A PURCHASER WHO IS NOT A U.S. PERSON, THE HOLDER MUST, PRIOR TO SUCH
TRANSFER, FURNISH TO THE WILMINGTON TRUST COMPANY, AS TRUSTEE, SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE COMPANY OR THE TRUST
MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO
AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED AFTER THE
EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITY REPRESENTED
HEREBY UNDER RULE 144(K) UNDER THE SECURITIES ACT. AS USED HEREIN, THE TERMS
"OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS
GIVEN TO THEM BY REGULATIONS UNDER THE SECURITIES ACT.
COMMON SECURITIES GUARANTEE AGREEMENT
This GUARANTEE AGREEMENT (the "Common Securities Guarantee"), dated as of
May 5, 2000, is executed and delivered by Wellsford Real Properties, Inc., a
Maryland corporation ("WRP" or the "Guarantor") for the benefit of the Holders
(as defined herein) from time to time of the Common Securities (as defined
herein) of WRP Convertible Trust I, a Delaware statutory business trust (the
"Issuer").
WHEREAS, pursuant to a Declaration of Trust (the "Declaration"), dated as
of May 5, 2000, among the trustees of the Issuer named therein, WRP, as sponsor,
and the holders from time to time of undivided beneficial interests in the
assets of the Issuer, the Issuer is issuing on the date hereof 31,000 common
securities (the "Common Securities"), having an aggregate stated liquidation
amount of $775,000 designated the 8.25% Convertible Trust Common Securities;
WHEREAS, as incentive for the Holders to purchase the Common Securities,
the Guarantor desires irrevocably and unconditionally to agree, to the extent
set forth in this Common Securities Guarantee, to pay to the Holders of the
Common Securities the Guarantee Payments (as defined herein) and to make certain
other payments on the terms and conditions set forth herein; and
WHEREAS, as of the date hereof, the Guarantor is also executing and
delivering a guarantee agreement (the "Preferred Securities Guarantee") in
substantially identical terms to this Common Securities Guarantee for the
benefit of the holders of the Preferred Securities (as defined herein), except
that if an Event of Default (as defined in the Indenture), has occurred and is
continuing, the rights of holders of the Common Securities to receive Guarantee
Payments under the Common Securities Guarantee are subordinated to the rights of
holders of Preferred Securities to receive guarantee payments under the
Preferred Securities Guarantee.
NOW, THEREFORE, in consideration of the purchase by each Holder of Common
Securities, which purchase the Guarantor hereby agrees shall benefit the
Guarantor, the Guarantor hereby executes and delivers this Common Securities
Guarantee for the benefit of the Holders.
ARTICLE I
DEFINITIONS AND INTERPRETATION
SECTION I.1. Definitions and Interpretation.
In this Common Securities Guarantee, unless the context otherwise requires:
(a) capitalized terms used in this Common Securities Guarantee but not
defined in the preamble above have the respective meanings assigned to them in
this Section 1.1;
(b) terms defined in the Declaration as at the date of
execution of this Common Securities Guarantee have the same meaning when used in
this Common Securities Guarantee unless otherwise defined in this Common
Securities Guarantee;
(c) a term defined anywhere in this Common Securities Guarantee has the
same meaning throughout;
(d) all references to "the Common Securities Guarantee" or "this Common
Securities Guarantee" are to this Common Securities Guarantee as modified,
supplemented or amended from time to time;
(e) all references in this Common Securities Guarantee to Articles and
Sections are to Articles and Sections of this Common Securities Guarantee,
unless otherwise specified; and
(f) a reference to the singular includes the plural and vice versa.
"Guarantee Payments" means the following payments or distributions, without
duplication, with respect to the Common Securities, to the extent not paid or
made by the Issuer: (i) any accrued and unpaid Distributions (as defined in the
Declaration) that are required to be paid on such Common Securities in cash to
the extent the Issuer shall have funds available therefor or which have not been
paid by the issuance of additional Common Securities, par value $.01 per share,
pursuant to the terms of the Declaration, (ii) the redemption price (the
"Redemption Price") specified in the Indenture, and all accrued and unpaid
Distributions to the date of redemption, to the extent the Issuer has funds
available therefor, with respect to any Common Securities called for redemption
by the Issuer, and (iii) upon a voluntary or involuntary dissolution, winding-up
or termination of the Issuer (other than in connection with the redemption of
all of the Common Securities or the distribution of Debentures to the Holders in
exchange for Common Securities as provided in the Declaration), the aggregate of
the liquidation amount and all accrued and unpaid Distributions on the Common
Securities to the date of payment, to the extent the Issuer shall have funds
available therefor, the "Liquidation Distribution"). If an Event of Default (as
defined in the Indenture) has occurred and is continuing, the rights of holders
of the Common Securities to receive payments under the Common Securities
Guarantee Agreement are subordinated to the rights of Holders of Common
Securities to receive Guarantee Payments.
"Holder" shall mean any holder, as registered on the books and records of
the Issuer, of any Common Securities; provided, however, that, in determining
whether the holders of the requisite percentage of Common Securities have given
any request, notice, consent or waiver hereunder, "Holder" shall not include the
Guarantor or any Affiliates of the Guarantors.
"Majority in liquidation amount of the Common Securities" means except as
provided in the terms of the Common Securities, or except as provided by the
Trust Indenture Act, a vote by Holder(s), voting separately as a class, of more
than 50% of the liquidation amount (including the stated amount that would be
paid on redemption, liquidation or otherwise, plus accrued and unpaid
Distributions to the date upon which the voting percentages are determined) of
all Common Securities.
"Majority in liquidation amount of the Preferred Securities" means, except
as provided in the terms of the Preferred Securities, or except as provided by
the Trust Indenture Act, a vote by Holder(s), voting separately as a class, of
more than 50% of the liquidation amount (including the stated amount that would
be paid on redemption, liquidation or otherwise, plus accrued and unpaid
Distributions to the date upon which the voting percentages are determined) of
all Preferred Securities.
"Preferred Securities" means the securities representing preferred
undivided beneficial interests in the assets of the Issuer.
ARTICLE II
GUARANTEE
SECTION II.1. Guarantee.
(a) The Guarantor irrevocably and unconditionally agrees to pay in full to
the Holders the Guarantee Payments (without duplication of amounts theretofore
paid by the Issuer), as and when due, regardless of any defense, right of
set-off or counterclaim that the Issuer may have or assert. The Guarantor's
obligation to make a Guarantee Payment may be satisfied by direct payment of the
required amounts by the Guarantor to the Holders or by causing the Issuer to pay
such amounts to the Holders.
(b) The Guarantor irrevocably and unconditionally agrees, in the event of
any distribution of Debentures, whether it be pursuant to Section 4(c) of Annex
I to the Declaration, pursuant to a conversion under Section 5 of Annex I to the
Declaration, dissolution or liquidation of the Issuer or otherwise (a
"Distribution Event") to the holders of Trust Securities pursuant to which the
Holders of Common Securities receive an aggregate principal amount of Debentures
that is less than the aggregate principal amount of Debentures that such Holder
is entitled to receive in connection with such Distribution Event, which amount
of Debentures shall be equal to the aggregate liquidation amount of the Common
Securities being liquidated as a result of such Distribution Event (the
"Entitlement Amount"), then the Guarantor shall issue additional Debentures
pursuant to the Indenture, in replacement of the initially issued Debentures not
distributed to Holders of Common Securities, to such Holders of Common
Securities equal to the
amount by which the aggregate amount of the Entitlement Amount of the Debentures
exceeds the aggregate amount of Debentures actually distributed.
SECTION II.2. Waiver of Notice and Demand.
The Guarantor hereby waives notice of acceptance of this Common Securities
Guarantee and of any liability to which it applies or may apply, presentment,
demand for payment, any right or remedy to require a proceeding first against
the Issuer or any other Person before proceeding directly against the Guarantor,
protest, notice of nonpayment, notice of dishonor, notice of redemption and all
other notices and demands.
SECTION II.3. Obligations Not Affected.
The obligations, covenants, agreements and duties of the Guarantor under
this Common Securities Guarantee shall in no way be affected or impaired by
reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer of any express or implied agreement,
covenant, term or condition relating to the Common Securities to be performed or
observed by the Issuer;
(b) the extension of time for the payment by the Issuer of all or any
portion of the Distributions, Redemption Price or Liquidation Distribution or
any other sums payable under the terms of the Common Securities or the extension
of time for the performance of any other obligation under, arising out of, or in
connection with, the Common Securities (other than an extension of time for
payment of Distributions, Redemption Price or Liquidation Distribution or other
sum payable that results from the extension of any interest payment period on
the Debentures permitted by the Indenture);
(c) any failure, omission, delay or lack of diligence on the part of the
Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders pursuant to the terms of the Common Securities, or any
action on the part of the Issuer granting indulgence or extension of any kind;
(d) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Issuer or any of the assets of the
Issuer;
(e) any invalidity of, or defect or deficiency in, the Common Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or
hereby incurred; or
(g) any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a guarantor, it being the intent of
this Section 2.3 that the obligations of the Guarantor hereunder shall be
absolute and unconditional under any and all circumstances.
There shall be no obligation of the Holders to give notice to, or obtain
consent of, the Guarantor with respect to the happening of any of the foregoing.
SECTION II.4. Rights of Holders.
Any Holder of Common Securities may institute a legal proceeding directly
against the Guarantor to enforce its rights under this Common Securities
Guarantee, without first instituting a legal proceeding against the Issuer or
any other person or entity. The Guarantor waives any right or remedy to require
that any action be brought first against the Issuer or any other person or
entity before proceeding directly against the Guarantor.
SECTION II.5. Guarantee of Payment.
This Common Securities Guarantee creates a guarantee of payment and not of
collection.
SECTION II.6. Subrogation.
The Guarantor shall be subrogated to all (if any) rights of the Holders
against the Issuer in respect of any amounts paid to such Holders by the
Guarantor under this Common Securities Guarantee; provided, however, that the
Guarantor shall not (except to the extent required by mandatory provisions of
law) be entitled to enforce or exercise any right that it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement, in all cases as
a result of payment under this Common Securities Guarantee, if, at the time of
any such payment, any amounts are due and unpaid under this Common Securities
Guarantee. If any amount shall be paid to the Guarantor in violation of the
preceding sentence, the Guarantor agrees to hold such amount in trust for the
Holders and to pay over such amount to the Holders.
SECTION II.7. Independent Obligations.
The Guarantor acknowledge that its obligations hereunder are independent of
the obligations of the Issuer with respect to the Common Securities, and that
the Guarantor shall be liable as principal and as debtor hereunder to make
Guarantee Payments pursuant to the terms of this Common Securities Guarantee
notwithstanding the occurrence of any event referred to in subsections (a)
through (g), inclusive, of Section 2.3 hereof.
ARTICLE III
LIMITATION OF TRANSACTIONS; SUBORDINATION
SECTION III.1. Limitation of Transactions.
So long as any Common Securities remain outstanding, if (i) the Guarantors
shall be in default with respect to its payment or other obligations under this
Common Securities Guarantee or (ii) there shall have occurred an Event of
Default under the Declaration or any event that, with the giving of notice or
lapse of time or both, would constitute an Event of Default under the
Declaration, then the Guarantor shall not (a) declare or pay any dividend on,
make any distributions with respect to, or redeem, purchase, acquire, or make
any liquidation payment with respect to, any of its Capital Stock or (b) make
any payment of interest, principal or premium, if any, on or repay, repurchase
or redeem any of its debt securities that rank PARI PASSU with or junior in
interest to the Debentures, make any payment of interest, principal or premium,
if any, on or repay, repurchase or redeem any debt securities that ranks PARI
PASSU with or junior in interest to this Common Securities Guarantee or make any
guarantee payment with respect to Securities by WRP of the debt securities of
any subsidiary of WRP if such guarantee rank PARI PASSU with or junior in
interest to the Common Securities Guarantee (other than (i) as a result of a
reclassification of the Capital Stock of the Guarantors or the exchange or
conversion of one class or series of the Capital Stock of the Guarantor for
another class or series of the Capital Stock of the Guarantor, (ii) the purchase
of fractional interests in shares of the Capital Stock of the Guarantor pursuant
to the conversion or exchange provisions of such Capital Stock or the security
being converted into or exchanged for such Capital Stock, (iii) dividends or
distributions in Common Shares of the Guarantor, (iv) any declaration of a
dividend in connection with the implementation of a stockholders' rights plan,
or the issuance of shares under any such plan in the future, or the redemption
or repurchase of any such rights pursuant thereto, (v) payments under the
Guarantee and Common Securities Guarantee, (vi) purchases of Common Shares of
the Guarantor related to the issuance of Common Shares or rights under any of
the Guarantor's benefit plans for its directors, officers or employees and (vii)
obligations under any dividend reinvestment and stock purchase plans to issue
shares other than as a result of the payment of a dividend), in each case unless
and until such default or Event of Default shall have been cured.
SECTION III.2. Subordination.
This Common Securities Guarantee will constitute an unsecured obligation of
the Guarantor and will rank (i) subordinate and junior in right of payment to
all other liabilities of the Guarantor (except any liabilities that may be PARI
PASSU expressly by their terms), (ii) PARI PASSU with the most senior preferred
or preference shares now or hereafter issued by the Guarantor and with any
guaranty now or hereafter entered into by the Guarantor in respect of any
preferred or preference stock of any Affiliate of the Guarantor and (iii) senior
to WRP's Common Shares.
ARTICLE IV
TERMINATION
SECTION IV.1. Termination.
This Common Securities Guarantee shall terminate upon (i) full payment of
the Redemption Price and accrued and unpaid distributions with respect to all
Common Securities, (ii) the distribution of the Common Shares to such Holder
upon the conversion of such Holder's Common Securities into the Common Shares,
(iii) the distribution of the Debentures to the Holders of the Common
Securities, or (iv) full payment of the amounts payable in accordance with the
Declaration upon liquidation of the Issuer. This Common Securities Guarantee
shall terminate completely upon full payment of the amounts payable in
accordance with the Declaration. Notwithstanding the foregoing, this Common
Securities Guarantee will continue to be effective or will be reinstated, as the
case may be, if at any time any Holder must restore payment of any sum paid
under the Common Securities or under this Common Securities Guarantee.
ARTICLE V
MISCELLANEOUS
SECTION V.1. Successors and Assigns.
All guarantees and agreements contained in this Common Securities Guarantee
shall bind the successors, assigns, receivers, trustees and representatives of
the Guarantor and shall inure to the benefit of the Holders of the Preferred
Securities then outstanding. Except in connection with any merger or
consolidation of the Guarantor with or into another entity permitted by Section
9.1 of the Indenture or any sale, transfer or lease of the Guarantor's assets to
another entity permitted by Section 9.1 of the Indenture, or permitted by
Section 9.2, the Guarantor may not assign its rights or delegate its obligations
under this Common Securities Guarantee without the prior approval of the holders
of at least a Majority in liquidation amount of the Preferred Securities then
outstanding.
SECTION V.2. Amendments.
(a) Except as set forth in subsection (b) below and with respect to any
changes that do not adversely affect the rights of Holders (in which case no
consent of Holders will be required), this Common Securities Guarantee may only
be amended with the prior approval of the Holders of at least a Majority in
liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accrued and unpaid Distributions to
the
date upon which the voting percentages are determined) of the Common Securities
then outstanding. The provisions of Section 12.2 of the Declaration with respect
to meetings of Holders apply to the giving of such approval.
(b) Except with respect to any changes that do not materially adversely
affect the rights of Holders of Preferred Securities (in which case no consent
of such holders will be required), this Common Securities Guarantee, including
any amendment or changes whatsoever to Section 3.2 hereof, may only be amended
with the prior approval of the Holders of at least a Majority in liquidation
amount of the Preferred Securities then outstanding. The provisions of Section
12.2 of the Declaration with respect to meetings of Holders apply to the giving
of such approval.
SECTION V.3. Notices.
All notices provided for in this Common Securities Guarantee shall be in
writing, duly signed by the party giving such notice, and shall be delivered,
telecopied or mailed by first class mail, as follows:
(a) If given to the Issuer, in care of the Regular Trustees at the Issuer's
mailing address set forth below (or such other address as the Issuer may give
notice of to the Holders of the Common Securities):
WRP Convertible Trust I
Wellsford Real Properties, Inc.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
(b) If given to the Guarantor, at the Guarantor's mailing address set forth
below (or such other address as the Guarantor may give notice of to the Holders
of the Common Securities):
Wellsford Real Properties, Inc.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
(c) If given to any Holder of Common Securities, at the address set forth
on the books and records of the Issuer.
All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address
of which no notice was given, such notice or other document shall be deemed to
have been delivered on the date of such refusal or inability to deliver.
SECTION V.4. Benefit.
This Common Securities Guarantee is solely for the benefit of the Holders
of the Common Securities and is not separately transferable from the Common
Securities.
SECTION V.5. Counterparts.
This Common Securities Guarantee may be executed in one or more
counterparts with the same effect as if the parties executing the counterparts
had each executed one instrument as of the date and year first above written.
SECTION V.6. Governing Law.
THIS COMMON SECURITIES GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.
THIS COMMON SECURITIES GUARANTEE is executed as of the day and year first
above written.
WELLSFORD REAL PROPERTIES, INC.,
as Guarantor
By: /s/ Xxxxxx Xxxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
