PROMISSORY NOTE
$352,600,000.00 June 25, 2001
FOR VALUE RECEIVED, the undersigned, WELLSFORD/WHITEHALL HOLDINGS, L.L.C.,
a Delaware limited liability company ("BORROWER"), having an address at c/o WP
Commercial, L.L.C., 00 Xxxx Xxxxxx, Xxxxxxx, Xxx Xxxxxx 00000, hereby
unconditionally PROMISES TO PAY to the order of GENERAL ELECTRIC CAPITAL
CORPORATION, a New York corporation ("LENDER"), having an address at 000 Xxxx
Xxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, or at such other place as the holder of
this Note may designate from time to time in writing, in lawful money of the
United States of America and in immediately available funds, the principal
amount of up to Three Hundred Fifty-Two Million Six Hundred Thousand and No/100
Dollars ($352,600,000.00), or such lesser principal amount of the Loan (as
defined in the Loan Agreement referred to below) as may be outstanding pursuant
to the Loan Agreement (as hereinafter defined) together with interest on the
unpaid principal amount of this Note outstanding from time to time from the date
hereof, at the rate, and computed as, provided in the Loan Agreement.
This Note is issued pursuant to that certain Loan Agreement dated as of
even date herewith, between Borrower and Lender (the "LOAN AGREEMENT"), and is
entitled to the benefit and security of the Loan Documents provided for therein,
to which reference is hereby made for a statement of all of the terms and
conditions under which the Loan evidenced hereby is made. All capitalized terms,
unless otherwise defined herein, shall have the meanings ascribed to them in the
Loan Agreement.
The principal amount of the indebtedness evidenced hereby shall be payable
in the amounts and on the dates set forth in the Loan Agreement. Interest on the
outstanding principal balance shall be paid until such principal amount is paid
in full at such interest rates, and at such times, as are specified in the Loan
Agreement.
If any payment on this Note becomes due and payable on a day which is not a
Business Day and a Eurodollar Business Day, the maturity thereof shall be
extended to the next succeeding Business Day that is also a Eurodollar Business
Day unless it would thereby fall in the next calendar month in which event the
maturity thereof shall be the immediately preceding day that is a Business Day
and Eurodollar Business Day and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension.
Upon and after the occurrence of an Event of Default, this Note may, as
provided in the Loan Agreement, and without demand, notice or legal process of
any kind, be declared, and immediately shall become, due and payable.
Demand, presentment, protest and notice of nonpayment and protest are
hereby waived by Xxxxxxxx.
Except as otherwise provided in the Loan Agreement, the Lender's recourse
shall be limited to the Collateral and no partners of Borrower or any of their
Affiliates or their affiliated partnerships, partners, companies, officers,
directors, shareholders or any other Person, disclosed or undisclosed, shall be
personally liable for the repayment of any of the Obligations.
This Note shall be interpreted, governed by, and construed in accordance
with, the laws of the State of New York.
IN WITNESS WHEREOF, this Note has been duly executed by the Borrower as of
the day and year first written above.
"BORROWER":
WELLSFORD/WHITEHALL HOLDINGS, L.L.C., a Delaware limited liability
company
By: Wellsford/Whitehall Properties II, L.L.C., a Delaware
limited liability company, its managing member
By: Wellsford/Whitehall Group, L.L.C., a Delaware
limited liability company, its sole member
By: WP Commercial, L.L.C., a Delaware limited
liability company, its manager
By: /s/ Xxxx Xxxx
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Name: Xxxx Xxxx
Title: Authorized Signatory
