existing improvements on the Land consist of an
18-building apartment complex (the "Building") with 424 units comprising no less
than 327,396 square feet of net saleable space (collectively, "Residential
Units") and no less than 637 parking spaces (collectively, "Parking Units").
The net saleable square footage shall be measured from the outside of exterior
walls and from the middle of walls separating Residential Units and shall
exclude balconies, hallways and all common areas.
The Building, all other
improvements and construction to be made to the Land, and all fixtures,
machinery, furnishings, equipment, supplies, and all other property of any kind
installed or used at the Land are collectively called the "Project".
IV.
The Property.
The Land and Project are collectively called the
"Property".
V.
The Loan.
Borrower desires to arrange financing for the purpose
of providing funds for the acquisition of the Property, conversion of the
Project to condominiums and for certain other Project expenses specified in this
Agreement. Lender has agreed to lend to Borrower and Borrower has agreed to
borrow an amount not to exceed $67,000,000 (the "Loan"), on the terms and
conditions set forth in this Agreement.
THEREFORE, in consideration of the foregoing and of the various agreements set
forth in this Agreement, Lender and Borrower agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1
DEFINITION OF TERMS USED IN THIS AGREEMENT.
UNLESS
THE CONTEXT SHALL OTHERWISE REQUIRE, CAPITALIZED TERMS USED AND NOT DEFINED
HEREIN SHALL HAVE THE MEANINGS ASSIGNED THERETO IN APPENDIX A ATTACHED HERETO
FOR ALL PURPOSES OF THIS AGREEMENT.
THE RULES OF INTERPRETATION SET FORTH IN
APPENDIX A TO THIS AGREEMENT SHALL APPLY TO THIS AGREEMENT AND ALL OF THE OTHER
LOAN DOCUMENTS.
ARTICLE II
BASIC LOAN TERMS
SECTION 2.1
THE LOAN.
SUBJECT TO THE TERMS AND CONDITIONS OF
THIS AGREEMENT, LENDER AGREES TO LEND AND BORROWER AGREES TO BORROW SUMS UP TO
THE MAXIMUM AMOUNT OF THE LOAN.
THE LOAN WILL BE USED FOR THE ACQUISITION,
RENOVATION AND CONVERSION OF THE PROJECT INTO CONDOMINIUMS AND OTHER PROJECT
COSTS AS SET FORTH IN THE PROJECT BUDGET OR ELSEWHERE IN THIS AGREEMENT.
THE
LOAN IS EVIDENCED BY THE NOTE.
THE LOAN SHALL BEAR INTEREST AS SET FORTH IN THE
NOTE.
ALL DISBURSEMENTS MADE BY LENDER PURSUANT TO THE TERMS OF THIS AGREEMENT
SHALL BE ADDED TO THE OUTSTANDING PRINCIPAL BALANCE OF THE NOTE.
SECTION 2.2
MATURITY DATE.
BORROWER WILL MAKE PAYMENT IN FULL
OF ALL UNPAID PRINCIPAL AND INTEREST ON THE NOTE AND ALL OTHER AMOUNTS OWING IN
CONNECTION WITH THE LOAN ON THE MATURITY DATE, OR EARLIER UPON ACCELERATION OF
THE LOAN.
SECTION 2.3
LOAN FEES.
IN CONSIDERATION OF LENDER'S MAKING THE
LOAN TO BORROWER (AND IN ADDITION TO OTHER AMOUNTS PAYABLE UNDER THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS), BORROWER SHALL PAY TO LENDER A FEE IN AN
AGGREGATE AMOUNT EQUAL TO $670,000, OF WHICH: (A) $50,000 (THE "APPLICATION
FEE") WAS PAID (AND LENDER HEREBY ACKNOWLEDGES RECEIPT) UPON ISSUANCE OF THE
APPLICATION LETTER; (B) $150,000 (THE "COMMITMENT FEE") SHALL BE DUE AND PAYABLE
UPON