Standard Contracts
WHWEL REAL ESTATE LIMITED PARTNERSHIP 85 Broad Street New York, New York 10004 August 28, 1997Limited Liability Company Operating Agreement • September 11th, 1997 • Wellsford Real Properties Inc • Real estate investment trusts • New York
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
TERM NOTE ATerm Note • September 11th, 1997 • Wellsford Real Properties Inc • Real estate investment trusts
This Note is "Term Note A" referred to in that certain Term Loan Agreement dated as of the date hereof between Borrower and Payee (as same may be amended, modified, restated or supplemented from time to time, the "Loan Agreement") and is subject to the terms and conditions set forth therein, which terms and conditions are incorporated herein by reference. This Note evidences the Term Loan A made by the Payee thereunder. All capitalized terms used herein but not otherwise defined shall have the meanings given them in the Loan Agreement. If any payment of this Note becomes due and payable on a day other than a Business Day, the maturity hereof shall be extended to the next succeeding Business Day and interest hereon shall be payable at the rate set forth above during such extension, or if such succeeding Business Day falls in the next calendar month, any payment due hereunder shall be payable on the preceding Business Day in the appropriate calendar month.
LOAN PARTICIPATION AGREEMENT LOAN PARTICIPATION AGREEMENT (this "Agreement") dated as of August _, 1997 between MORGAN GUARANTY TRUST COMPANY OF NEW YORK (the "Bank") and WELLSFORD REAL PROPERTIES, INC. (the "Participant"). Reference is made to the...Loan Participation Agreement • September 11th, 1997 • Wellsford Real Properties Inc • Real estate investment trusts • New York
as Borrower and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as LenderRevolving Credit Agreement • September 11th, 1997 • Wellsford Real Properties Inc • Real estate investment trusts • New York
OFOperating Agreement • September 11th, 1997 • Wellsford Real Properties Inc • Real estate investment trusts • Delaware
WARRANT AGREEMENT This WARRANT AGREEMENT is made and entered into as of August 28, 1997 by and between Wellsford Real Properties, Inc., a Maryland corporation (together with its successors and permitted assigns, the "Company"), and United States Trust...Warrant Agreement • September 11th, 1997 • Wellsford Real Properties Inc • Real estate investment trusts • New York
TERM LOAN AGREEMENTTerm Loan Agreement • September 11th, 1997 • Wellsford Real Properties Inc • Real estate investment trusts • New York
