FORM OF NOTE
$50,000,000.00 July 16, 1998
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FOR VALUE RECEIVED, the undersigned WELLSFORD/WHITEHALL HOLDINGS,
L.L.C., a Delaware limited liability company, hereby promises to pay to
PACIFIC LIFE INSURANCE COMPANY or order, in accordance with the terms of that
certain First Amended and Restated Loan Agreement dated as of July 16, 1998
(the "Loan Agreement"), as from time to time in effect, among the
undersigned, BankBoston, N.A., for itself and as Agent, Goldman Sachs
Mortgage Company, 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 FIFTY MILLION and no/100 DOLLARS ($50,000,000.00), or such
amount as may be advanced by the payee hereof under the Loan Agreement with
daily interest from the date hereof, computed as provided in the Loan
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 Loan 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 Loan Agreement. Interest shall be
payable on the dates specified in the Loan 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 Loan
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 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.
Notwithstanding anything in this Note to the contrary, all agreements
between the Borrower 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 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 Borrower 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 Loan Agreement.
This Note shall be governed by and construed in accordance with the laws
of the State of New York (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 Loan Agreement, and assent to
extensions of time of payment or forbearance or other indulgence without
notice.
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.
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 Commercial Properties
Trust, a Maryland real estate
investment trust, its manager
By: /s/ Gregory F. Hughes
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Name: Gregory F. Hughes
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Title: CFO & Treasurer
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