AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Agreement dated as of May , 2000 by and between Wellsford Real
Properties, Inc. a Maryland corporation (the "Company"), and ERP Operating
Limited Partnership, an Illinois limited partnership ("ERPOLP")
W I T N E S S E T H
WHEREAS, the Company and ERPOLP entered into a Registration Rights
Agreement dated as of May 30, 1997 (the "RR Agreement");
WHEREAS, the Company does not intend to issue and ERPOLP does not intend to
acquire, the Preferred Stock, as defined in the RR Agreement;
WHEREAS, pursuant to a Declaration of Trust of WRP Convertible Trust I (the
"Trust"), dated May , 2000, the Trust intends to issue to ERPOLP $25,000,000 of
8.25% Preferred Securities (as defined below) which are convertible into Common
Stock as defined in the RR Agreement; and
WHEREAS, the parties hereto wish to amend the RR Agreement to eliminate the
registration rights granted therein to ERPOLP to have registered Common Stock
issuable upon conversion of Preferred Stock and to grant to ERPOLP the
registration rights previously granted with respect to Common Stock issuable
upon the conversion of the Preferred Stock to the Common Stock issuable upon
conversion of the Securities.
WHEREAS, all of the Company's shares of Class A Common Stock are being
exchanged for an equal number of shares of the Company's Class A-1 Common Stock.
NOW THEREFORE, in consideration of the mutual covenants and undertakings
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and subject to and on the terms
and conditions herein set forth, the parties hereto agree as follows:
1. The definition of Shares in the RR Agreement is hereby deleted and a
new definition of shares to read as follows is hereby inserted in lieu
thereof:
"Shares shall mean Common Stock issuable or issued upon conversion of
all or any portion of the Preferred Securities or Class A-1 Common
Stock of May __, 2000".
2. The definition of "Preferred Stock" in the RR Agreement is hereby
deleted. A new definition of "Preferred Securities" to read as follows
is hereby inserted:
"Preferred Securities" shall mean the 8.25% Convertible Trust
Preferred Securities issued by WRP Convertible Trust I.
3. Section 7 of the RR Agreement is amended to state that the address of
the Company to which notice shall be sent is Wellsford Real
Properties, Inc. 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Chairman; Fax No. (000) 000-0000.
4. The RR Agreement shall remain in full force and effect as hereby
modified.
This Agreement 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 day and year first above written.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
ERP OPERATING LIMITED PARTNERSHIP WELLSFORD REAL PROPERTIES, INC.
By: Equity Residential Properties Trust, By: /s/ Xxxxxx Xxxxxxxxx
its general partner ----------------------------
Name: Xxxxxx Xxxxxxxxx
By: Title: President
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Name:
Title:
