AMENDMENT TO PROMISSORY NOTEPromissory Note • March 31st, 1999 • Wellsford Real Properties Inc • Real estate investment trusts • New York
AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • March 31st, 1999 • Wellsford Real Properties Inc • Real estate investment trusts
WHWEL REAL ESTATE LIMITED PARTNERSHIP 85 Broad Street New York, New York 10004Limited Liability Company Operating Agreement • March 31st, 1999 • 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 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 made to Wellsford/Whitehall II 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
FORM OF NOTELoan Agreement • March 31st, 1999 • Wellsford Real Properties Inc • Real estate investment trusts
This Note is one of one or more Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Loan Agreement. The principal of this Note may be due and payable in whole or in part prior to the maturity date stated above and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Loan Agreement, and prepayment is permitted or prohibited in whole or from time to time in part, all as set forth in the Loan Agreement.
FORM OF NOTEMezzanine Loan Agreement • March 31st, 1999 • Wellsford Real Properties Inc • Real estate investment trusts
This Note is one of one or more Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the maturity date stated above and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement.
AMENDED AND RESTATED CASH COLLATERAL AGREEMENT THIS AMENDED AND RESTATED CASH COLLATERAL AGREEMENT (this "Agreement"), dated as of July 16th, 1998, by and among WELLSFORD/WHITEHALL HOLDINGS, L.L.C., a Delaware limited liability company ("Borrower"),...Cash Collateral Agreement • March 31st, 1999 • Wellsford Real Properties Inc • Real estate investment trusts • New York
FIRST AMENDMENT TO PARTICIPATION AGREEMENT This FIRST AMENDMENT TO PARTICIPATION AGREEMENT (this "Amendment") is made and entered into as of this 7th day of April, 1998 between MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a New York banking corporation...Participation Agreement • March 31st, 1999 • Wellsford Real Properties Inc • Real estate investment trusts • New York
FIRST AMENDMENT OF FIXED RATE LOAN AGREEMENT FIRST AMENDMENT OF FIXED RATE LOAN AGREEMENT (as the same may be amended or otherwise modified from time to time, the "Amendment"), dated as of the 8th day of January, 1999, among First Union Real Estate...Fixed Rate Loan Agreement • March 31st, 1999 • Wellsford Real Properties Inc • Real estate investment trusts • New York
OFOperating Agreement • March 31st, 1999 • Wellsford Real Properties Inc • Real estate investment trusts • Delaware
REVOLVING CREDIT AGREEMENT DATED AS OF JANUARY 12, 1999Revolving Credit Agreement • March 31st, 1999 • Wellsford Real Properties Inc • Real estate investment trusts • New York
FIRST AMENDED AND RESTATED LOAN AGREEMENT DATED AS OF JULY 16, 1998Loan Agreement • March 31st, 1999 • Wellsford Real Properties Inc • Real estate investment trusts • New York
LOAN PARTICIPATION AGREEMENT LOAN PARTICIPATION AGREEMENT (this "Agreement") dated as of December 1, 1998 between MORGAN GUARANTY TRUST COMPANY OF NEW YORK (the "Bank") and WELLSFORD CAPITAL (the "Participant"). Reference is made to the Revolving...Loan Participation Agreement • March 31st, 1999 • Wellsford Real Properties Inc • Real estate investment trusts • New York
ASSIGNMENT OF MEMBER'S INTEREST ------------------------------- THIS ASSIGNMENT OF MEMBER'S INTEREST (this "Assignment"), made as of the 16th day of July, 1998, by WELLSFORD/WHITEHALL PROPERTIES II, L.L.C., a Delaware limited liability company...Assignment of Member's Interest • March 31st, 1999 • Wellsford Real Properties Inc • Real estate investment trusts • New York
INDEMNITY AND GUARANTY AGREEMENT -------------------------------- ($75,000,000.00 Loan) THIS INDEMNITY AND GUARANTY AGREEMENT (this "Agreement"), made as of the 16th day of July, 1998, by WELLSFORD COMMERCIAL PROPERTIES TRUST, a Maryland real estate...Indemnity and Guaranty Agreement • March 31st, 1999 • Wellsford Real Properties Inc • Real estate investment trusts • New York
CONDITIONAL GUARANTY OF PAYMENT ------------------------------- ($300,000,000 Loan) FOR AND IN CONSIDERATION OF the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration paid or delivered to the undersigned WELLSFORD...Conditional Guaranty of Payment • March 31st, 1999 • Wellsford Real Properties Inc • Real estate investment trusts • New York
as Borrower and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as LenderRevolving Credit Agreement • March 31st, 1999 • Wellsford Real Properties Inc • Real estate investment trusts • New York
FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS, as Borrower BANKERS TRUST COMPANY, as Agent AND THE LENDERS LISTED ON THE SIGNATURE PAGES HERETO, as LendersFixed Rate Loan Agreement • March 31st, 1999 • Wellsford Real Properties Inc • Real estate investment trusts • New York
CONDITIONAL GUARANTEE --------------------- THIS GUARANTEE, dated as of October 22, 1998 is made by WELLSFORD CAPITAL, a Maryland real estate investment trust, having an address c/o Wellsford Real Properties, Inc., 610 Fifth Avenue, New York, New York...Guarantee • March 31st, 1999 • Wellsford Real Properties Inc • Real estate investment trusts • New York
MEZZANINE LOAN AGREEMENT DATED AS OF JULY 16, 1998Mezzanine Loan Agreement • March 31st, 1999 • Wellsford Real Properties Inc • Real estate investment trusts • New York
NOTERevolving Credit Agreement • March 31st, 1999 • Wellsford Real Properties Inc • Real estate investment trusts
This Note is one of one or more Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the maturity date stated above and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement.
ARTICLE ONE ----------- DEFINITIONS -----------Collateral Assignment of Documents, Rights and Claims • March 31st, 1999 • Wellsford Real Properties Inc • Real estate investment trusts
INDEMNITY AGREEMENT REGARDING HAZARDOUS MATERIALS ($75,000,000.00 Loan) THIS INDEMNITY AGREEMENT (this "Agreement"), is made as of this 16th day of July, 1998, by WELLSFORD/WHITEHALL PROPERTIES II, L.L.C., a Delaware limited liability company...Indemnity Agreement • March 31st, 1999 • Wellsford Real Properties Inc • Real estate investment trusts
INDEMNITY AGREEMENT REGARDING HAZARDOUS MATERIALS ($300,000,000.00 Loan) THIS INDEMNITY AGREEMENT (this "Agreement"), is made as of this 16th day of July, 1998, by WELLSFORD/WHITEHALL HOLDINGS, L.L.C., a Delaware limited liability company...Indemnity Agreement • March 31st, 1999 • Wellsford Real Properties Inc • Real estate investment trusts
MEZZANINE CONDITIONAL GUARANTY OF PAYMENT ($75,000,000 Loan) FOR AND IN CONSIDERATION OF the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration paid or delivered to the undersigned WELLSFORD COMMERCIAL PROPERTIES TRUST, a...Mezzanine Conditional Guaranty of Payment • March 31st, 1999 • Wellsford Real Properties Inc • Real estate investment trusts • New York
Borrower) toMortgage and Security Agreement • March 31st, 1999 • Wellsford Real Properties Inc • Real estate investment trusts
