LAND COMPANY SECOND SECURED TERM LOAN NOTE
$10,813,008.13 December 30, 1997
FOR VALUE RECEIVED, the undersigned THE WOODLANDS LAND DEVELOPMENT
COMPANY, L.P., a Texas limited partnership, and THE WOODLANDS COMMERCIAL
PROPERTIES COMPANY, L.P., a Texas limited partnership, hereby jointly and
severally promise to pay to WELLSFORD REAL PROPERTIES, INC. or order, in
accordance with the terms of that certain First Amended and Restated Master
Credit Agreement dated December 30, 1997, effective as of July 31, 1997
(the "Credit Agreement"), as from time to time in effect, among the
undersigned, BankBoston, N.A., for itself and as Agent, Morgan Stanley
Senior Funding, Inc. and such other Banks as may be from time to time named
therein, to the extent not sooner paid, on or before the Maturity Date, the
principal sum of TEN MILLION EIGHT HUNDRED THIRTEEN THOUSAND EIGHT AND
13/100 DOLLARS ($10,813,008.13), with daily interest from the date hereof,
computed as provided in the Credit Agreement, on the principal amount
hereof from time to time unpaid, at a rate per annum on each portion of the
principal amount which shall at all times be equal to the rate of interest
applicable to such portion in accordance with the Credit Agreement, and
with interest on overdue principal and, to the extent permitted by
applicable law, on overdue installments of interest and late charges at the
rates provided in the Credit Agreement. Interest shall be payable on the
dates specified in the Credit Agreement, except that all accrued interest
shall be paid at the stated or accelerated maturity hereof or upon the
prepayment in full hereof. Capitalized terms used herein and not otherwise
defined herein shall have the meanings set forth in the Credit Agreement.
Payments hereunder shall be made to BankBoston, N.A., as Agent for the
payee hereof, 100 Federal Street, Boston, Massachusetts 02110.
This Note is one of one or more Land Company Second Secured Term Loan
Notes evidencing borrowings by Land Company 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.
Notwithstanding anything in this Note to the contrary, all agreements
between the Borrowers and the Banks and the Agent, whether now existing or
hereafter arising and whether written or oral, are hereby limited so that
in no contingency, whether by reason of acceleration of the maturity of any
of the Obligations or otherwise, shall the interest contracted for, charged
or received by the Banks exceed the maximum amount permissible under
applicable law. If, from any circumstance whatsoever, interest would
otherwise be payable to the Banks in excess of the maximum lawful amount,
the interest payable to the Banks shall be reduced to the maximum amount
permitted under applicable law; and if from any circumstance the Banks
shall ever receive anything of value deemed interest by applicable law in
excess of the maximum lawful amount, an amount equal to any excessive
interest shall be applied to the reduction of the principal balance of the
Obligations and to the payment of interest or, if such excessive interest
exceeds the unpaid balance of principal of the Obligations, such excess
shall be refunded to the undersigned Borrower. All interest paid or agreed
to be paid to the Banks shall, to the extent permitted by applicable law,
be amortized, prorated, allocated and spread throughout the full period
until payment in full of the principal of the Obligations (including the
period of any renewal or extension thereof) so that the interest thereon
for such full period shall not exceed the maximum amount permitted by
applicable law. This paragraph shall control all agreements between the
Borrowers and the Banks and the Agent.
In case an Event of Default shall occur, the entire principal amount
of this Note may become or be declared due and payable in the manner and
with the effect provided in said Credit Agreement.
This Note shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts (without giving effect to the
conflict of laws rules of any jurisdiction).
The undersigned maker and all guarantors and endorsers, hereby waive
presentment, demand, notice, protest, notice of intention to accelerate the
indebtedness evidenced hereby, notice of acceleration of the indebtedness
evidenced hereby and all other demands and notices in connection with the
delivery, acceptance, performance and enforcement of this Note, except as
specifically otherwise provided in the Credit Agreement, and assent to
extensions of time of payment or forbearance or other indulgence without
notice.
This Note, together with other Second Secured Term Loan Notes dated of
even date herewith, is a note executed in restatement of those certain Term
Loan Notes from the undersigned to BankBoston, N.A. and Morgan Stanley
Senior Funding, Inc., both dated July 31, 1997 and each in the face
principal amount of $30,000,000.00.
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IN WITNESS WHEREOF the undersigned has by its duly authorized
officers, executed this Note under seal as of the day and year first above
written.
THE WOODLANDS LAND DEVELOPMENT COMPANY, L.P., a
Texas limited partnership
By: The Woodlands Land Company, Inc., a Texas
corporation, its authorized general partner
By: /s/ Jeffrey L. Stevens
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Name: Jeffrey L. Stevens
Title: President
[CORPORATE SEAL]
THE WOODLANDS COMMERCIAL PROPERTIES COMPANY, L.P.,
a Texas limited partnership
By: CresWood Development, L.L.C., a Delaware
limited liability company, its authorized
general partner
By: Crescent Real Estate Equities Limited
Partnership, a Delaware limited
partnership, its sole member
By: Crescent Real Estate Equities, Ltd.,
a Delaware corporation, its general
partner
Name: /s/ Bruce A. Picker
Title: Vice President and Treasurer
[CORPORATE SEAL]