of Process
62
6.20
USA Patriot Act Notice
62
6.21
Entire Agreement
62
6.22
Dispute Resolution
63
6.23
Waiver of Jury Trial
65
6.24
Oral Agreements
65
EXHIBITS:
EXHIBIT "A"
-
Legal Description of the Hotel Project
EXHIBIT "A-1"
-
Legal Description of the Master Residential Condominium Units
EXHIBIT "B"
-
Definitions and Financial Statements
EXHIBIT "C"
-
Conditions Precedent to the Initial Advance
EXHIBIT "D"
-
Budget
EXHIBIT "E"
-
List of Plans
EXHIBIT "F"
-
Advances
EXHIBIT "F-1"
-
Form of Draw Request
EXHIBIT "G"
-
Survey Requirements
EXHIBIT "H"
-
List of Units and Minimum Release Prices
EXHIBIT "I"
-
List of Required Bonds
EXHIBIT "J"
-
Letters of Credit
EXHIBIT "K"
-
Form of Assignment and Assumption
EXHIBIT "L"
-
Form of Promissory Note
EXHIBIT "M"
-
Schedule of Lenders
EXHIBIT "N"
-
Reserved
EXHIBIT "O"
-
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
THE PRIVATE RESIDENCES, LLC, a Delaware limited liability company ("Borrower"),
who agree as follows:
RECITALS
A.
Borrower's affiliate, Chase Park Plaza Hotel, LLC, a Delaware
limited liability company ("Hotel 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.
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 Hotel Borrower intend to re-develop and renovate the
Main Hotel Building, Condominium Tower and Parking Garages as follows: (i) Hotel
Borrower intends to renovate the existing hotel rooms in the Main Hotel Building