GUARANTY
Project Commonly Known as
"Silver Mesa at Palomino Park"
THIS GUARANTY ("Guaranty") made as of December 20, 2000, by WELLSFORD
CAPITAL, a Maryland real estate investment trust ("Guarantor"), to and for the
benefit of KEYBANK NATIONAL ASSOCIATION, a national banking association, its
successors and assigns ("Lender").
R E C I T A L S
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A. On or about the date hereof, SILVER MESA AT PALOMINO PARK LLC, a
Colorado limited liability company ("Borrower") and Lender entered into
that certain Loan Agreement ("Loan Agreement") whereby Lender agreed to
make a secured loan (the "Loan") available to Borrower in the maximum
aggregate amount at any time outstanding not to exceed the sum of
Thirty-Two Million Dollars ($32,000,000.00), to refinance the conversion to
condominium ownership of that certain parcel of real property situated in
Douglas County, Colorado (the "Land), upon which has been constructed a
residential townhouse project consisting of two hundred sixty-four (264)
residential units located in fifty-four (54) two-story buildings with
attached garages and surface parking for six hundred seventy-nine (679)
cars and an amenity package which includes a clubhouse, pool and laundry
facilities commonly known as Silver Mesa at Palomino Park. All improvements
now located at or hereinafter constructed on the Land, together with the
Land, are hereinafter referred to as the "Project". Capitalized terms used
and not otherwise defined herein shall have the meanings given to them in
the Loan Agreement.
B. In connection with the Loan, Borrower has executed and delivered a
promissory note (the "Note") in favor of Lender of even date herewith in
the amount of the Loan, payment of which is secured by (i) a Mortgage made
by Borrower in favor of Lender on the Project and (ii) the other Loan
Documents.
C. Guarantor will derive material financial benefit from the Loan
evidenced and secured by the Note, the Mortgage and the other Loan
Documents.
D. Lender has relied on the statements and agreements contained herein
in agreeing to make the Loan. The execution and delivery of this Guaranty
by Guarantor is a condition precedent to the making of the Loan by Lender.
AGREEMENTS
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NOW, THEREFORE, intending to be legally bound, Guarantor, in
consideration of the matters described in the foregoing Recitals, which
Recitals are incorporated herein and made a part hereof, and for other good
and valuable consideration the receipt and sufficiency of which are
acknowledged, hereby covenants and agrees for the benefit of Lender and its
respective successors, indorsees, transferees, participants and assigns as
follows:
1. Guarantor absolutely, unconditionally and irrevocably guarantees,
subject to the limitations on liability set forth in Section 20 hereof:
(a) the full and prompt payment of the principal of and interest on
the Note when due, whether at stated maturity, upon acceleration or
otherwise, and at all times thereafter, and the full and prompt payment of
all sums which may now be or may hereafter become due and owing under the
Note, the Loan Agreement and the other Loan Documents;
(b) the full and prompt payment of any Enforcement Costs (as
hereinafter defined in Section 7 hereof); and
(c) the full and prompt payment of all operating expense deficits
incurred in connection with the operation, repair and maintenance of the
Project and the marketing and sale of Condominium Units within the Project.
All amounts due, debts, liabilities and payment obligations described in
subsection (a) of this Section 1 shall be hereinafter collectively referred to
as the "Indebtedness."
2. In the event of any default by Borrower in the payment of the
Indebtedness, after the expiration of any applicable cure or grace period,
Guarantor agrees, on demand by Lender or the holder of the Note, to pay the
Indebtedness regardless of any defense, right of set-off or claims which
Borrower or Guarantor may have against Lender or the holder of the Note.
All of the remedies set forth herein and/or provided for in any of the Loan
Documents or at law or equity shall be equally available to Lender, and the
choice by Lender of one such alternative over another shall not be subject to
question or challenge by Guarantor or any other person, nor shall any such
choice be asserted as a defense, setoff, or failure to mitigate damages in any
action, proceeding, or counteraction by Lender to recover or seeking any other
remedy under this Guaranty, nor shall such choice preclude Lender from
subsequently electing to exercise a different remedy. The parties have agreed to
the alternative remedies provided herein in part because they recognize that the
choice of remedies in the event of a default hereunder will necessarily be and
should properly be a matter of good faith business judgment, which the passage
of time and events may or may not prove to have been the best choice to maximize
recovery by Lender at the lowest cost to Borrower and/or Guarantor. It is the
intention of the parties that such good faith choice by Lender be given
conclusive effect regardless of such subsequent developments.
3. Guarantor does hereby (a) waive notice of acceptance of this Guaranty by
Lender and any and all notices and demands of every kind which may be required
to be given by any statute, rule or law; (b) agree to refrain from asserting,
until after repayment in full of the Loan, any defense, right of set-off or
other claim which Guarantor may have against Borrower; (c) waive any defense,
right of set-off or other claim which Guarantor or Borrower may have against
Lender, or the holder of the Note; (d) waive any and all rights Guarantor may
have under any anti-deficiency statute or other similar protections; (e) waive
presentment for payment, demand for payment, notice of nonpayment or dishonor,
protest and notice of protest, diligence in collection and any and all
formalities which otherwise might be legally required to charge Guarantor with
liability; and (f) waive any failure by Lender to inform Guarantor of any facts
Lender may now or hereafter know about Borrower, the Project, the Loan, or the
transactions contemplated by the Loan Agreement, it being understood and agreed
that Lender has no duty so to inform and that Guarantor is fully responsible for
being and remaining informed by Borrower of all circumstances bearing on the
risk of nonperformance of Borrower's obligations. Credit may be granted or
continued from time to time by Lender to Borrower without notice to or
authorization from Guarantor, regardless of the financial or other condition of
Borrower at the time of any such grant or continuation. Lender shall have no
obligation to disclose or discuss with Guarantor its assessment of the financial
condition of Borrower. Guarantor acknowledges that no representations of any
kind whatsoever have been made by Lender to induce Guarantor to deliver this
Guaranty. No modification or waiver of any of the provisions of this Guaranty
shall be binding upon Lender except as expressly set forth in a writing duly
signed and delivered by Lender.
4. Guarantor further agrees that Guarantor's liability as guarantor shall
not be impaired or affected by any renewals or extensions which may be made from
time to time, with or without the knowledge or consent of Guarantor of the time
for payment of interest or principal under the Note or by any forbearance or
delay in collecting interest or principal under the Note, or by any waiver by
Lender under the Loan Agreement, Mortgage or any other Loan Documents, or by
Lender's failure or election not to pursue any other remedies it may have
against Borrower or Guarantor, or by any change or modification in the Note,
Loan Agreement, Mortgage or any other Loan Document, or by the acceptance by
Lender of any additional security or any increase, substitution or change
therein, or by the release by Lender of any security or any withdrawal thereof
or decrease therein, or by the application of payments received from any source
to the payment of any obligation other than the Indebtedness even though Lender
might lawfully have elected to apply such payments to any part or all of the
Indebtedness, it being the intent hereof that Guarantor shall remain liable for
the payment of the Indebtedness (subject to the limitations on Guarantor's
liability set forth in Section 20 below), until the Indebtedness has been paid
in full, notwithstanding any act or thing which might otherwise operate as a
legal or equitable discharge of a surety. Guarantor further understands and
agrees that Lender may at any time enter into agreements with Borrower to amend
and modify the Note, Loan Agreement, Mortgage or other Loan Documents, and may
waive or release any provision or provisions of the Note, Loan Agreement,
Mortgage and other Loan Documents or any thereof, and, with reference to such
instruments, may make and enter into any such agreement or agreements as Lender
and Borrower may deem proper and desirable, without in any manner impairing or
affecting this Guaranty or any of Lender's rights hereunder or Guarantor's
obligations hereunder.
5. This is an absolute, present and continuing guaranty of payment and not
of collection. Guarantor agrees that this Guaranty may be enforced by Lender
without the necessity at any time of resorting to or exhausting any other
security or collateral given in connection herewith or with the Note, Loan
Agreement, Mortgage or any of the other Loan Documents through foreclosure or
sale proceedings, as the case may be, under the Mortgage or otherwise, or
resorting to any other guaranties, and Guarantor hereby waives any right to
require Lender to join Borrower in any action brought hereunder or to commence
any action against or obtain any judgment against Borrower or to pursue any
other remedy or enforce any other right. Guarantor further agrees that nothing
contained herein or otherwise shall prevent Lender from pursuing concurrently or
successively all rights and remedies available to it at law and/or in equity or
under the Note, Loan Agreement, Mortgage or any other Loan Documents, and the
exercise of any of its rights or the completion of any of its remedies shall not
constitute a discharge of Guarantor's obligations hereunder, it being the
purpose and intent of Guarantor that the obligations of Guarantor hereunder
shall be absolute, independent and unconditional under any and all circumstances
whatsoever. None of Guarantor's obligations under this Guaranty or any remedy
for the enforcement thereof shall be impaired, modified, changed or released in
any manner whatsoever by any impairment, modification, change, release or
limitation of the liability of Borrower under the Note, Loan Agreement, Mortgage
or other Loan Documents or by reason of the bankruptcy of Borrower or by reason
of any creditor or bankruptcy proceeding instituted by or against Borrower. This
Guaranty shall continue to be effective or be reinstated (as the case may be,
and as it continues or is reinstated, shall be subject to the limitations set
forth in Section 20 below) if at any time payment of all or any part of any sum
payable pursuant to the Note, Loan Agreement, Mortgage or any other Loan
Document is rescinded or otherwise required to be returned by Lender upon the
insolvency, bankruptcy, dissolution, liquidation, or reorganization of Borrower,
or upon or as a result of the appointment of a receiver, intervenor, custodian
or conservator of or trustee or similar officer for, Borrower or any substantial
part of its property, or otherwise, all as though such payment to Lender had not
been made, regardless of whether Lender contested the order requiring the return
of such payment. In the event of the foreclosure of the Mortgage and of a
deficiency, Guarantor hereby promises and agrees forthwith to pay the amount of
such deficiency notwithstanding the fact that recovery of said deficiency
against Borrower would not be allowed by applicable law; however, the foregoing
shall not be deemed to require that Lender institute foreclosure proceedings or
otherwise resort to or exhaust any other collateral or security prior to or
concurrently with enforcing this Guaranty.
6. In the event Lender or any holder of the Note shall assign the Note to
any Lender or other entity to secure a loan from such Lender or other entity to
Lender or such holder for an amount not in excess of the amount which will be
due, from time to time, from Borrower to Lender under the Note with interest not
in excess of the rate of interest which is payable by Borrower to Lender under
the Note, Guarantor will accord full recognition thereto and agree that all
rights and remedies of Lender or such holder hereunder shall be enforceable
against Guarantor by such Lender or other entity with the same force and effect
and to the same extent as would have been enforceable by Lender or such holder
but for such assignment.
7. If: (a) this Guaranty is placed in the hands of an attorney for
collection or is collected through any legal proceeding; (b) an attorney is
retained to represent Lender in any bankruptcy, reorganization, receivership, or
other proceedings affecting creditors' rights and involving a claim under this
Guaranty; (c) an attorney is retained to provide representation with respect to
this Guaranty; or (d) an attorney is retained to represent Lender in any
proceedings whatsoever in connection with this Guaranty and Lender prevails in
any such proceedings, then Guarantor shall pay to Lender upon demand all
attorney's fees, costs and expenses incurred in connection therewith (all of
which are referred to herein as "Enforcement Costs"), in addition to all other
amounts due hereunder, regardless of whether all or a portion of such
Enforcement Costs are incurred in a single proceeding brought to enforce this
Guaranty as well as the other Loan Documents.
8. The parties hereto intend and believe that each provision in this
Guaranty comports with all applicable local, state and federal laws and judicial
decisions. However, if any provision or provisions, or if any portion of any
provision or provisions, in this Guaranty is found by a court of law to be in
violation of any applicable local, state or federal ordinance, statute, law,
administrative or judicial decision, or public policy, and if such court should
declare such portion, provision or provisions of this Guaranty to be illegal,
invalid, unlawful, void or unenforceable as written, then it is the intent of
all parties hereto that such portion, provision or provisions shall be given
force to the fullest possible extent that they are legal, valid and enforceable,
that the remainder of this Guaranty shall be construed as if such illegal,
invalid, unlawful, void or unenforceable portion, provision or provisions were
not contained therein, and that the rights, obligations and interest of Lender
or the holder of the Note under the remainder of this Guaranty shall continue in
full force and effect.
9. TO THE GREATEST EXTENT PERMITTED BY LAW, GUARANTOR HEREBY WAIVES ANY AND
ALL RIGHTS TO REQUIRE MARSHALING OF ASSETS BY LENDER. WITH RESPECT TO ANY SUIT,
ACTION OR PROCEEDINGS RELATING TO THIS GUARANTY (EACH, A "PROCEEDING"), LENDER
AND GUARANTOR IRREVOCABLY (A) SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE
STATE AND FEDERAL COURTS HAVING JURISDICTION IN THE CITY OF AND COUNTY OF
DENVER, OR THE COUNTY OF DOUGLAS, AND STATE OF COLORADO, AND (B) WAIVE ANY
OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDING
BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT ANY PROCEEDING HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO
SUCH PROCEEDING, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY.
NOTHING IN THIS GUARANTY SHALL PRECLUDE LENDER FROM BRINGING A PROCEEDING IN ANY
OTHER JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING IN ANY ONE OR MORE
JURISDICTIONS PRECLUDE THE BRINGING OF A PROCEEDING IN ANY OTHER JURISDICTION.
LENDER AND GUARANTOR FURTHER AGREE AND CONSENT THAT, IN ADDITION TO ANY METHODS
OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OF PROCESS
IN ANY PROCEEDING IN ANY COLORADO STATE OR UNITED STATES COURT SITTING IN THE
CITY AND COUNTY OF DENVER OR COUNTY OF DOUGLAS AND MAY BE MADE BY CERTIFIED OR
REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO THE APPLICABLE PARTY AT
THE ADDRESS INDICATED BELOW, AND SERVICE SO MADE SHALL BE COMPLETE UPON RECEIPT;
EXCEPT THAT IF SUCH PARTY SHALL REFUSE TO ACCEPT DELIVERY, SERVICE SHALL BE
DEEMED COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED OR
PRESENTED FOR DELIVERY.
10. Any indebtedness of Borrower to Guarantor now or hereafter existing is
hereby subordinated to the payment of the Indebtedness. Guarantor agrees that,
until the entire Indebtedness has been paid in full, Guarantor will not seek,
accept, or retain for its own account, any payment from Borrower on account of
such subordinated debt. Any payments to Guarantor on account of such
subordinated debt shall be collected and received by Guarantor in trust for
Lender and shall be paid over to Lender on account of the Indebtedness without
impairing or releasing the obligations of Guarantor hereunder.
11. Any amounts received by Lender from any source on account of the Loan
may be utilized by Lender for the payment of the Indebtedness and any other
obligations of Borrower to Lender in such order as Lender may from time to time
elect. Additionally, if the indebtedness guaranteed hereby is less than the full
indebtedness evidenced by the Note, all rents, proceeds and avails of the
Project, including proceeds of realization of Lender's collateral, shall be
deemed applied on the indebtedness of Borrower to Lender that is not guaranteed
by Guarantor until such unguaranteed indebtedness of Borrower to Lender has been
fully repaid before being applied upon the indebtedness guaranteed by Guarantor.
12. GUARANTOR AND LENDER (BY ITS ACCEPTANCE HEREOF) HEREBY WAIVE ANY RIGHT
TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT
UNDER THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO OR ARISING
FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS GUARANTY AND AGREE
THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE
A JURY.
13. Any notice, demand, request or other communication which any party
hereto may be required or may desire to give hereunder shall be in writing and
shall be deemed to have been properly given (a) if hand delivered, when
delivered; (b) if mailed by United States Certified Mail (postage prepaid,
return receipt requested), three Business Days after mailing (c) if sent for
next business day delivery by FedEx or other reliable overnight courier service,
on the next Business Day after delivered to such courier service or (d) if by
telecopier on the day of transmission so long as copy is sent on the same day by
overnight courier as set forth below:
Guarantor: Wellsford Capital
535 Madison Avenue, 26th Floor
New York, New York 10022
Telephone (212) 838-3400
Facsimile (212) 421-7244
with respect to notices of default only:
Robinson Silverman Pearce Aronsohn & Berman LLP
1290 Avenue of the Americas
New York, New York 10104
Attn: Edward J. Cooke, III
Telephone: (212) 541-2000
Facsimile: (212)
Lender: KeyBank National Association
Mailstop CO-02-WT-0401
1675 Broadway, Suite 400
Denver, Colorado 80202
Attention: Senior Vice President
Commercial Real Estate Department
Telephone: 720-904-4000
Facsimile: 720-904-4420
With a copy to: KeyBank National Association
Mailstop CO-02-WT-0401
1675 Broadway, Suite 400
Denver, Colorado 80202
Attention: Vice President CRE Services
Telephone: 720-904-4000
Facsimile: 720-904-4420
or at such other address as the party to be served with notice may have
furnished in writing to the party seeking or desiring to serve notice as a place
for the service of notice.
14. In order to induce Lender to make the Loan, Guarantor makes the
following representations and warranties to Lender set forth in this Section.
Guarantor acknowledges that but for the truth and accuracy of the matters
covered by the following representations and warranties, Lender would not have
agreed to make the Loan.
(a) Guarantor is duly formed, validly existing, and in good standing
in its state of organization and has qualified to do business and is in
good standing in any state in which it is necessary in the conduct of its
business.
(b) Guarantor maintains an office at the address set forth for such
party in Section 13.
(c) Any and all consolidated balance sheets and other financial data
with respect to Guarantor which have heretofore been given to Lender by or
on behalf of Guarantor fairly and accurately present the financial
condition of Guarantor as of the respective dates thereof.
(d) The execution, delivery, and performance by Guarantor of this
Guaranty does not and will not contravene or conflict with (i) any Laws,
order, rule, regulation, writ, injunction or decree now in effect of any
Government Authority, or court having jurisdiction over Guarantor, (ii) any
contractual restriction binding on or affecting Guarantor or Guarantor's
property or assets which may adversely affect Guarantor's ability to
fulfill its obligations under this Guaranty, (iii) the instruments creating
any trust holding title to any assets included in Guarantor's financial
statements, or (iv) the organizational or other documents of Guarantor.
(e) This Guaranty creates legal, valid, and binding obligations of
Guarantor enforceable in accordance with its terms.
(f) Except as disclosed in writing to Lender, there is no action,
proceeding, or investigation pending or, to the knowledge of Guarantor,
threatened or affecting Guarantor, which may adversely affect Guarantor's
ability to fulfill his obligations under this Guaranty. There are no
judgments or orders for the payment of money rendered against Guarantor for
an amount in excess of $100,000 which have been undischarged for a period
of ten (10) or more consecutive days and the enforcement of which is not
stayed by reason of a pending appeal or otherwise. Guarantor is not in
default under any agreements which may adversely affect Guarantor's ability
to fulfill its obligations under this Guaranty.
(g) Guarantor hereby covenants that at all times while this Guaranty
is in force and effect, as of the end of each calendar quarter, Guarantor's
and its subsidiaries' consolidated liquid assets, as determined in
accordance with generally acceptable accounting principles, shall not be
less than Five Million Dollars ($5,000,000.00).
(h) Guarantor hereby covenants that at all times while this Guaranty
is in force and effect, as of the end of each calendar quarter, Guarantor's
and its subsidiaries' consolidated tangible net worth (i.e., Guarantor's
and its subsidiaries' consolidated total assets, excluding intangible
assets, such as good will, trademarks, patents, copyrights, organizational
expenses and similar intangible assets, less all liabilities of Guarantor
and its subsidiaries, including subordinated debt) shall equal or exceed
Fifty Million Dollars ($50,000,000.00).
(i) All statements set forth in the Recitals are true and correct.
All of the foregoing representations and warranties shall be deemed remade
on the date of the first disbursement of Loan proceeds, on the date of each
advance of Loan proceeds, and upon any extension of the Loan pursuant to the
Loan Agreement. Guarantor hereby agrees to indemnify and hold Lender free and
harmless from and against all loss, cost, liability, damage, and expense,
including attorney's fees and costs, which Lender may sustain by reason of the
inaccuracy or breach of any of the foregoing representations and warranties as
of the date the foregoing representations and warranties are made and are
remade.
15. Guarantor shall deliver or cause to be delivered to Lender all of the
Guarantor financial statements to be delivered in accordance with the terms of
the Loan Agreement.
16. This Guaranty shall be binding upon the successors and assigns of
Guarantor and shall not be discharged in whole or in part by the death of
Guarantor.
17. THIS GUARANTY, THE NOTE, AND ALL OTHER INSTRUMENTS EVIDENCING AND
SECURING THE LOAN SECURED HEREBY WERE NEGOTIATED IN THE STATE OF COLORADO, AND
DELIVERED BY GUARANTOR OR BORROWER, AS APPLICABLE, AND ACCEPTED BY LENDER IN THE
STATE OF COLORADO, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP
TO THE PARTIES AND THE UNDERLYING TRANSACTIONS EMBODIED HEREBY. IN ALL RESPECTS,
INCLUDING, WITHOUT LIMITATION, MATTERS OF CONSTRUCTION OF THE IMPROVEMENTS AND
PERFORMANCE OF THIS GUARANTY AND THE OBLIGATIONS ARISING HEREUNDER, THIS
GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL
LAWS OF THE STATE OF COLORADO APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED
IN SUCH STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
18. Lender shall be entitled to honor any request for Loan proceeds made by
Borrower and shall have no obligation to see to the proper disposition of such
advances. Guarantor agrees that his obligations hereunder shall not be released
or affected by reason of any improper disposition by Borrower of such Loan
proceeds.
19. This Guaranty may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same instrument.
20. Notwithstanding anything to the contrary contained herein, Guarantor's
guarantee hereunder of the repayment of all amounts due under the Note shall be
limited to Seven Million Dollars ($7,000,000.00) (the "Guaranteed Amount"). Upon
repayment of the Loan in the principal amount of Sixteen Million Dollars
($16,000,000.00), the Guaranteed Amount shall be reduced to Three Million
Dollars ($3,000,000.00). Further, upon repayment of the Loan in the principal
amount of Twenty-Four Million Dollars ($24,000,000.00), the Guaranteed Amount
shall be reduced to One Million Dollars ($1,000,000.00). Except as so limited,
Guarantor's obligations hereunder shall not be limited or reduced, or be deemed
to have been limited or reduced, in any way.
21. This Guaranty and all understandings and arrangements relating to this
signing of the Agreement have been executed or entered into by an officer of
Wellsford Capital in his/her capacity as an officer of Wellsford Capital which
has been formed as a Maryland real estate investment trust, and not
individually, and neither the trustees, officers or shareholders of Wellsford
Capital shall be bound or have any personal liability hereunder or thereunder.
All persons dealing with Wellsford Capital shall look solely to the assets of
Wellsford Capital for satisfaction of any liability of Wellsford Capital in this
transaction and will not seek recourse or commence any action against any of the
trustees, officers or shareholders of Wellsford Capital or any of their personal
assets for the performance or payment of any obligations hereunder or
thereunder.
IN WITNESS WHEREOF, Guarantor has delivered this Guaranty in the State of
Colorado as of the date first written above.
"GUARANTOR":
WELLSFORD CAPITAL, a Maryland real estate
investment trust
By: /s/ David M. Strong
-----------------------------------------------------------
Its: Vice President
Print Name: David M. Strong
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
The foregoing instrument was acknowledged before me this 19th day of
December, 2000, by David Strong as Vice President of WELLSFORD CAPITAL, a
Maryland real estate investment trust.
Witness my hand and official seal.
My commission expires: 10-04-03
/s/ Cathy Gardell
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Notary Public