Trial
64
6.24
Oral Agreements
65
EXHIBITS:
EXHIBIT "A"
-
Legal Description of the Hotel Project
EXHIBIT "A-1"
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Legal Description of the Master Residential Condominium Units
EXHIBIT "B"
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Definitions and Financial Statements
EXHIBIT "C"
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Conditions Precedent to the Initial Advance
EXHIBIT "D"
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Budget (Consolidated)
EXHIBIT "D-1"
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Budget for Main Hotel Building Renovation Project
EXHIBIT "D-2"
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Budget for New Hotel Facilities and Corporate Apartments Project
EXHIBIT "E"
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List of Plans
EXHIBIT "F"
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Advances
EXHIBIT "F-1"
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Form of Draw Request
EXHIBIT "G"
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Survey Requirements
EXHIBIT "H"
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RESERVED
EXHIBIT "I"
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List of Required Bonds
EXHIBIT "J"
-
Letters of Credit
EXHIBIT "K"
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Form of Assignment and Assumption
EXHIBIT "L"
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Form of Promissory Note
EXHIBIT "M"
-
Schedule of Lenders
EXHIBIT "N"
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Reserved
EXHIBIT "O"
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Form of Letter of Credit Application
iii
CONSTRUCTION LOAN AGREEMENT
THIS CONSTRUCTION LOAN AGREEMENT ("Agreement") is made by and among each lender
from time to time a party hereto (individually, a "Lender" and collectively, the
"Lenders"), and BANK OF AMERICA, N.A., a national banking association as
Administrative Agent and L/C Issuer, NATIONAL CITY BANK, a national banking
association, as Syndication Agent ("Syndication Agent")(Administrative Agent and
Syndication Agent are sometimes referred to herein, together, as "Agents"), and
CHASE PARK PLAZA HOTEL, LLC, a Delaware limited liability company ("Borrower"),
who agree as follows:
RECITALS
A.
Borrower is the owner of a portion of the improvements located on
the certain real property (the "Land") in St. Louis, Missouri, more particularly
described in Exhibit A attached hereto and made a part hereof, generally
comprised of the following: (i) an eleven story hotel building with
approximately two hundred fifty-one (251) hotel rooms and related facilities and
appurtenances (the "Main Hotel Building"), (ii) certain condominium units
(collectively, the "Hotel/Corporate Units") consisting of the sub-basement,
basement, Floors 1-8, Floor 16, a part of Floor 28, and Floors 29-30 of an
adjacent thirty-story mixed use tower (the "Condominium Tower") that is subject
to the terms and provisions of the Master Condominium Declaration (as herein
defined); and (iii) two parking garages associated with the Main Hotel Building
and the Condominium Tower (the "Parking Garages")(the Land, the Main Hotel
Building, the Hotel/Corporate Units and the Parking Garages, excluding, however,
the Master Residential Condominium Units and the common areas within the
Condominium Tower established by the Master Condominium Declaration is sometimes
referred to herein, collectively, as the "Hotel Project").
B.
The Private Residences, LLC, a Delaware limited liability company
and an affiliate of Borrower ("Condominium Borrower"), is the owner of Floors
9-12, Floors 14-15, Floors 17-27, and a part of Floor 28 of the Condominium
Tower (collectively, the "Master Residential Condominium Units"). The Master
Residential Condominium Units are more particularly identified on Exhibit A-1
attached hereto.
C.
Borrower and Condominium Borrower intend to re-develop and
renovate the Main Hotel Building, Condominium Tower and Parking Garages as
follows: (i) Borrower intends to renovate the existing hotel rooms in the Main
Hotel Building and perform