WHWEL REAL ESTATE LIMITED PARTNERSHIP
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
August 28, 1997
Wellsford Real Properties, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
We refer to the Limited Liability Company Operating Agreement (the
"Wellsford/Whitehall LLC Agreement") of Wellsford/Whitehall Properties,
L.L.C. ("Wellsford/Whitehall") dated as of the date hereof, between Wellsford
Commercial Properties Trust ("WCPT") and WHWEL Real Estate Limited
Partnership ("Whitehall") pursuant to which WCPT and Whitehall have
contributed and agreed to contribute certain assets to Wellsford/Whitehall.
Terms used and not defined herein shall have the meanings set forth in the
Wellsford/Whitehall LLC Agreement.
This letter agreement will confirm the agreement of Wellsford Real
Properties, Inc. ("WRP") and Whitehall regarding warrants to be issued to
Whitehall by WRP. It is hereby agreed by WRP that, within twenty (20)
Business Days after Whitehall 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 Whitehall 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. "Excess Membership Units" shall mean the Membership Units received by
Whitehall in exchange for Capital Contributions to Wellsford/Whitehall made
by Whitehall in excess of $50,000,000 up to $75,000,000. The number of
shares of WRP Common Stock issued to Whitehall 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 Whitehall on the date of determination divided by
the number of Excess Membership Units held by Whitehall 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.
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/ Xxxxxx Xxxxxxxxx
_________________________
Name: Xxxxxx Xxxxxxxxx
Title:
Acknowledged and agreed
as of the date first above written:
WELLSFORD REAL PROPERTIES, INC.
By: /s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Lowethal
Title: President
