EXHIBIT 10.17
December 6, 1999
CGA Investment Management, Inc. Retirement Plan of The Bank of New York
Attn: Michael Moran Company, Inc.
17 State Street - 26th Floor c/o The Bank of New York, as
New York, NY 10004 Trustee for the Retirement Plan of
The Bank of New York Company, Inc.
Attn Mark Hemenetz
Wells Fargo & Company 1 Wall Street
Attn: Alison Cohen New York, NY 10286
555 Montgomery, 10th Floor
San Francisco, CA 94111
Re: 8.99% Series B Senior Cumulative Preferred Stock (the "Series B
Preferred Stock")
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Ladies and Gentlemen:
We are again requesting a one-year waiver of Urstadt Biddle Properties Inc's.
(the "Company") obligation to prepare and file with the Securities and Exchange
Commission a Registration Statement under the Securities Act relating to the
offer and sale of the Series B Preferred Stock held by you (the "Preferred
Stock") and to use its reasonable best efforts to cause the Commission to
declare such Registration Statement to be effective under the Securities Act,
all in accordance with the terms of the Registration Rights Agreement. Last
year, you agreed to extend the effective date of Registration by one year to
January 8, 2000. The Company desires a waiver of the above obligations for an
additional one year period to January 8, 2001.
As you know, the Company also has an obligation to apply for a listing on the
New York Stock Exchange at any time after January 8, 2001. In view of this
extension, the Company would both register and list the securities at the same
time.
I have enclosed a form of Waiver and Amendment to accomplish the foregoing.
Please originally execute and return to my attention at the Company five copies
of the signature page to the Waiver and Amendment enclosed herewith.
Also, I would like to address an apparent ambiguity in the definition of "Funds
from Operations" as that definition is set forth in the Articles Supplementary
of the Company, a copy of which was filed with the Maryland State Department of
Assessments and Taxation on January 8, 1998 (the "Articles Supplementary").
Since the term "net income" as contained in that definition is not separately
defined, we wish to clarify that net income as used therein means the "net
income" of the Company for the applicable quarter before the payment of
Preferred Dividends.
The paragraph defining Funds from Operations is set out below in full with the
proposed change highlighted:
"Funds from Operations" means, with respect to any fiscal quarter, (a) the
net income of the Company (before the payment of dividends to Preferred
Stockholders) for that quarter, plus (b) any loss resulting from the
restructuring of Debt, or sale of property during that period, minus (c) any
gain resulting from the restructuring of Debt, or sale of property during that
period, plus (d) depreciation and amortization of properties (including with
respect to trade fixtures and tenant allowances or improvements which are a
part thereof and capitalized leasing expenses, such as leasing commissions),
and adjusted to take into account (i) the results of operations of any
unconsolidated joint venture or partnership calculated to reflect funds from
operations on the same basis and (ii) any unusual and non-recurring items
which otherwise would materially distort the comparative measurement of Funds
From Operations for different fiscal periods. Funds From Operations shall be
determined in accordance with the March 1995 White Paper on Funds From
Operations approved by the Board of Governors of the National Association of
Real Estate Investment Trusts, as in effect on the date of issuance of the
Series B Preferred Stock.
If you are in agreement with this change, please acknowledge the same by signing
and returning the enclosed copy of this letter along with the signature pages of
the Waiver and Amendment as indicated above. After we have confirmed your
support on this point, we will proceed to amend the Articles Supplementary
accordingly.
Thank you in advance for your anticipated early reply. If you have any questions
regarding the foregoing, please contact me at 203-863-8214.
Very truly yours,
URSTADT BIDDLE PROPERTIES INC.
By:________________________________________
Name: James R. Moore
Title: Executive Vice President
JRM/brc
Enclosures
The foregoing is acknowledged and agreed to:
CGA Investment Management
By:
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Name:
Title:
Wells Fargo & Company
By:
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Name:
Title:
Retirement Plan of The Bank of New York Company, Inc.
By: The Bank of New York, as Trustee
By:
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Name:
Title: