TERM NOTE B
$17,093,750.00 New York, New York
Date: September 25, 1997
FOR VALUE RECEIVED, Wellsford/Whitehall Properties, L.L.C., a
Delaware limited liability company ("Borrower") promises to pay to the order
of Wellsford Real Properties, Inc. or its successors or assigns
(collectively, the "Payee"), at the offices of Wellsford Real Properties,
Inc., 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other address as
to which the Payee shall give written notice to the Borrower, on or before
the Maturity Date in lawful money of the United States of America and in
immediately available funds, the sum of Seventeen Million Ninety-Three
Thousand Seven Hundred Fifty Dollars ($17,093,750.00). The Borrower promises
to pay interest at such address, in like money, from the date hereof and
through to the Maturity Date on the outstanding principal amount owing
hereunder from time to time, at the Interest Rate from time to time, in
arrears, on the first day of each month, commencing October 1, 1997 with all
accrued and unpaid interest on the outstanding principal amount due on the
Maturity Date. Interest on any overdue amount hereunder shall be payable at
a rate per annum equal to the Default Rate on the amount overdue or on the
entire unpaid balance of this Note plus interest if it has been accelerated.
In no event shall interest hereunder exceed the maximum rate permitted under
applicable law. If by the terms of this Note, the Borrower is required or
obligated to pay interest at a rate in excess of such maximum rate, then the
rate of interest hereunder shall be deemed to be reduced immediately and
automatically to such maximum rate, interest payable hereunder shall be
computed at such maximum rate and any prior interest payment made in excess
of such maximum rate shall be immediately and automatically applied to, and
shall be deemed to have been payment made in reduction of, the outstanding
principal amount due hereunder.
This Note is "Term Note B" 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 B 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.
The Loan Agreement provides for the acceleration of the
maturity of principal upon the occurrence of certain Events of Default and
for prepayment on the terms and conditions specified therein.
Presentment for payment, notice of dishonor, protest, and
notice of protest are hereby waived.
The Borrower agrees to pay all reasonable costs including all
reasonable attorneys' fees and costs incurred by the Payee in collecting or
enforcing payment of this Note in accordance with its terms.
This Note is secured, from and after the commencement
Extension Period, pursuant to the terms of Article 4 of the Loan Agreement
and is entitled to the benefit, to the extent applicable, of the mortgages
referred to therein, as same may be amended, modified, restated or
supplemented from time to time.
Failure of the Payee hereof to assert any right herein shall
not be deemed to be a waiver thereof.
This Note and the rights and obligations of the Borrower and
the Payee hereof shall be governed by and construed in accordance with the
laws of the State of New York. THE BORROWER HEREBY WAIVES ANY RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS NOTE. THE
BORROWER FURTHER AGREES THAT ANY PROCESS REQUIRED TO BE SERVED ON IT FOR
PURPOSES OF ANY ACTION OR PROCEEDING MAY BE SERVED ON IT, WITH THE SAME
EFFECT AS PERSONAL SERVICE ON IT WITHIN THE STATE OF NEW YORK, BY MAIL
ADDRESSED TO IT AT ITS ADDRESS FOR PURPOSE OF NOTICES AS PROVIDED IN THE LOAN
AGREEMENT.
WELLSFORD/WHITEHALL PROPERTIES, L.L.C.
By: Wellsford Commercial Properties Trust, Manager
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chief Financial Officer
