November 14, 1997
Manticore Properties, LLC
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Re: Old Stone Corporation (the "Corporation")
Dear Sir or Madam:
Each of Gotham Partners, L.P., a New York limited partnership, and
Gotham Partners II, L.P., a New York limited partnership (together, the
"Funds") hereby commit to contribute, as a capital contribution, up to Fifteen
Million Dollars ($15,000,000) (the "Capital Contribution") to Manticore
Properties, LLC ("Subsidiary") on the terms detailed herein. The Capital
Contribution shall be used to pay for the shares accepted by Subsidiary and all
costs and expenses incurred by Subsidiary in connection with its offer to
purchase any and all outstanding shares of common stock, par value $1.00 per
share, and any of all of the outstanding shares of Cumulative Voting
Convertible Preferred Stock, Series B, par value $1.00 per share, of the
Corporation, as further detailed in the Offer to Purchase, dated November 14,
1997 (the "Offer to Purchase"). The Funds shall deliver the Capital
Contribution to Subsidiary by confirmed wire transfer to the account designated
by Subsidiary on the Expiration Date (as defined in the Offer to Purchase).
Please confirm your acceptance of the terms of this letter by signing
and returning the attached copy of this letter.
Sincerely,
GOTHAM PARTNERS, L.P.
GOTHAM PARTNERS II, L.P.
By: Section H Partners, L.P., its General
Partner
By: DPB Corp., a General Partner
of Section H Partners, L.P.
By: /s/ Xxxxx X. Xxxxxxxxx
-------------------------------------
By: Xxxxx X. Xxxxxxxxx
Title: President
Accepted and Agreed:
Manticore Properties, LLC
By: /s/ Xxxxxxx X. Xxxxxx by Xxxxx X. Xxxxxxxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxxxx, Manager,
by Xxxxx X. Xxxxxxxxx as
Attorney-in-Fact
