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CONSTRUCTION-TERM LOAN AGREEMENT

Construction Loan Agreement

CONSTRUCTION-TERM LOAN AGREEMENT | Document Parties: GLOBAL ENTERTAINMENT CORP | MARSHALL FINANCIAL GROUP, LLC | WENATCHEE EVENTS CENTER, LLC You are currently viewing:
This Construction Loan Agreement involves

GLOBAL ENTERTAINMENT CORP | MARSHALL FINANCIAL GROUP, LLC | WENATCHEE EVENTS CENTER, LLC

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Title: CONSTRUCTION-TERM LOAN AGREEMENT
Governing Law: Washington     Date: 8/29/2008
Industry: Recreational Activities     Sector: Services

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                                                                    Exhibit 10.8

                        CONSTRUCTION-TERM LOAN AGREEMENT

                                  by and among

                         MARSHALL FINANCIAL GROUP, LLC,
                       a Delaware limited liability company

                                       and

                          WENATCHEE EVENTS CENTER, LLC,
                     a Washington limited liability company


<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----


ARTICLE I DEFINITIONS......................................................   1

     Section 1.1 Defined Terms.............................................   1

ARTICLE II COMMITMENT TO MAKE ADVANCES, DISBURSEMENT PROCEDURES AND
           DEPOSIT OF FUNDS................................................   5

     Section 2.1 The Advances..............................................   5

     Section 2.2 Advance Requirements......................................   5

     Section 2.3 Disbursement Procedures for Advances......................   6

     Section 2.4 Deposit of Funds by Borrower..............................   7

     Section 2.5 Disbursements Without Receipt of Draw Request.............   7

     Section 2.6 Interest Reserve..........................................   8

     Section 2.7 Intentionally Omitted.....................................   8

     Section 2.8 Project Contingency.......................................   8

ARTICLE III CONDITIONS OF LENDING..........................................   8

     Section 3.1 Conditions Precedent to Lending...........................   8

     Section 3.2 Further Conditions Precedent to All Advances.............. 11

     Section 3.3 Conditions Precedent to the Final Advance................. 12

     Section 3.4 Insurance................................................. 13

     Section 3.5 Casualty/Destruction...................................... 15

     Section 3.6 No Waiver................................................. 15

ARTICLE IV WARRANTIES, REPRESENTATIONS AND COVENANTS OF BORROWER........... 15

     Section 4.1 Representations and Warranties............................ 15

     Section 4.2 Covenants................................................. 17

     Section 4.3 Negative Covenants........................................ 19

     Section 4.4 Environmental Representation, Warranties and Covenants,
                 and Indemnities........................................... 20

ARTICLE V EVENTS OF DEFAULT; RIGHTS AND REMEDIES........................... 21

     Section 5.1 Event of Default Defined.................................. 21

     Section 5.2 Rights and Remedies....................................... 24

ARTICLE VI MISCELLANEOUS................................................... 24

     Section 6.1 Inspections............................................... 24
<PAGE>
     Section 6.2 Indemnification by Borrower............................... 25

     Section 6.3 Fees...................................................... 25

     Section 6.4 Addresses for Notices..................................... 25

     Section 6.5 Amendments, Determinations by Lender, Consents, Etc....... 26

     Section 6.6 Time of the Essence....................................... 26

     Section 6.7 Waivers................................................... 26

     Section 6.8 Remedies Cumulative....................................... 26

     Section 6.9 Governing Law and Entire Agreement........................ 26

     Section 6.10 Counterparts............................................. 26

     Section 6.11 Term..................................................... 26

     Section 6.12 Successors and Assigns................................... 26

     Section 6.13 Offsets.................................................. 27

     Section 6.14 Headings................................................. 27

     Section 6.15 Accounting............................................... 27

     Section 6.16 Not Joint Venturer....................................... 27

     Section 6.17 Adequacy of Loan Proceeds................................ 27

     Section 6.18 Participations........................................... 27

     Section 6.19 Relationship to Other Documents.......................... 27

     Section 6.20 Reappraisals............................................. 27

     Section 6.21 Construction Signage..................................... 28
<PAGE>
                        CONSTRUCTION-TERM LOAN AGREEMENT

     THIS   CONSTRUCTION-TERM   LOAN AGREEMENT   ("AGREEMENT")   is made and entered
into this __ day of August 2007, by and among MARSHALL   FINANCIAL GROUP,   LLC, a
Delaware limited liability company ("LENDER"), and WENATCHEE EVENTS CENTER, LLC,
a Washington   limited   liability company   ("BORROWER") and GLOBAL   ENTERTAINMENT
CORPORATION, a Nevada corporation ("GUARANTOR").

                               W I T N E S S E T H:

     WHEREAS,    Borrower    has    requested    that    Lender    extend    to    it   a
construction-term   loan as more fully   described in this Agreement (the "LOAN");
and

     WHEREAS,   Lender has agreed to extend the Loan to   Borrower   upon the terms
and subject to the conditions hereinafter set forth.

     NOW,   THEREFORE,   in consideration of the foregoing premises and the mutual
covenants   herein contained and for other good and valuable   consideration,   the
receipt and   sufficiency   of which are hereby   acknowledged,   the parties hereto
agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

    Section 1.1 DEFINED TERMS. As used in this Agreement the defined terms in
this ARTICLE I, and any other terms defined in this Agreement, i.e., those terms
beginning with a capital   letter,   will have the meanings   ascribed to each such
term (such   meanings to be equally   applicable   to both the   singular and plural
forms of the terms defined):

     (a)   "ADVANCE"   - An   advance   of the   Commitment   by   Lender   to   Borrower
          pursuant to ARTICLE II hereof.

     (b)   "AFFILIATE" - When used with reference to any Person,   (a) each Person
          that, directly or indirectly,   controls,   is controlled by or is under
          common   control   with,   the Person   referred   to, (b) each Person that
          beneficially owns or holds, directly or indirectly,   5% or more of any
          class of voting Equity   Interests of the Person   referred to, (c) each
          Person,   5% or   more   of the   voting   Equity   Interests   of   which   is
          beneficially   owned or held,   directly   or   indirectly,   by the Person
          referred to, and (d) each of such Person's officers,   directors, joint
          venturers   and   partners.   For   these   purposes,   the   term   "control"
          (including the terms   "controlled by" and "under common control with")
          means the possession,   directly or indirectly,   of the power to direct
          or cause the direction of the management and policies of the Person in
          question,   whether   by   contract,    ownership   of   voting   securities,
          membership interests or otherwise.

     (c)   "AGREEMENT" - This   Construction-Term   Loan   Agreement,   including any
          amendment hereof or supplement hereto.

                                       1
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     (d)   "ARCHITECT"   - The project   architect   as may be retained by Borrower:
          Sink Combs Dethlefs.

     (e)   "ARCHITECT'S   CONTRACT"   - The   agreement   between   Borrower   and   the
          Architect as to preparation of the Drawings and Specifications for the
          Project and the supervision of the construction of the Project.

     (f)   "CERTIFICATE OF COMPLETION" - The certificate from General   Contractor
          and/or Architect   certifying those items referred to in Section 3.3(a)
          hereof.

     (g)   "CITY" - City of Wenatchee, Washington.

     (h)   "COMMITMENT"   - The   commitment of Lender to make advances to Borrower
          to construct the Project in an aggregate principal amount of up to and
          including FIFTY TWO MILLION AND NO/100 DOLLARS ($52,000,000.00).

     (i)   "COMMITMENT   TERMINATION   DATE" - August __, 2009,   or the date of the
          termination   of   Lender's   Commitment   pursuant to SECTION 5.2 hereof,
          whichever date occurs earlier.

     (j)   "CONSTRUCTION   CONTRACT"   - The   agreement   between   Borrower   and the
          General Contractor for the construction of the Project.

     (k)   "CONTRACTOR" - Any General Contractor, who shall be engaged to work on
          or to furnish materials, labor and supplies for the Project.

     (l)   "DISBURSING AGENT" - Stewart Title Guaranty Company.

     (l)   "DISBURSING   AGREEMENT"   -   The   Disbursing   Agreement   of   even   date
          herewith,   executed by and between Borrower, Lender and the Disbursing
          Agent   pertaining to the   disbursement of the Advances to or on behalf
           of Borrower.

     (m)   "DRAW   REQUEST" - The Draw   Request   form that is   submitted to Lender
          when Advances are   requested in the form attached   hereto as EXHIBIT A
          and incorporated herein by reference.

     (n)   "DRAWINGS AND SPECIFICATIONS" - The drawings and specifications as may
          be prepared by the Architect for the Project.

     (o)   "ENVIRONMENTAL   INDEMNITY   AGREEMENT"   - The   Environmental   Indemnity
          Agreement of even date   herewith   from Borrower and Guarantor in favor
          of Lender.

     (p)   "ENVIRONMENTAL   LAWS" - Any   international,   federal,   state   or local
          statute, law, regulation,   order, consent, decree,   judgment,   permit,
          license,   code,   covenant,   deed   restriction,    common   law,   treaty,
          convention,   ordinance or other requirement relating to public health,
          safety   or   the   environment,   including,   without   limitation,   those
          relating to releases,   discharges or emissions to air, water,   land or

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          groundwater,   to the withdrawal or use of groundwater,   to the use and
          handling of   polychlorinated   biphenyls or asbestos,   to the disposal,
          treatment,   storage   or   management   of   hazardous   or solid   waste or
          Hazardous   Substances   or crude oil, or any   fraction   thereof,   or to
          exposure   to   toxic   or    hazardous    materials,    to   the    handling,
          transportation,   discharge   or release of gaseous or liquid   Hazardous
          Substances and any regulation, order, notice or demand issued pursuant
          to such law,   statute or   ordinance,   in each case   applicable   to the
          Mortgaged   Property of   Borrower,   including   without   limitation   the
          following: (i) the Comprehensive Environmental Response,   Compensation
          and Liability Act of 1980, as amended by the Superfund   Amendments and
          Re-authorization   Act of 1986;   (ii) the Solid Waste   Disposal Act, as
          amended by the Resource   Conservation and Recovery Act of 1976 and the
          Hazardous   and Solid Waste   Amendments   of 1984;   (iii) the   Hazardous
          Materials   Transportation   Act,   as amended;   (iv) the   Federal   Water
           Pollution   Control Act, as amended by the Clean Water Act of 1976; (v)
          the Safe Drinking Water Act; (vi) the Clean Air Act, as amended; (vii)
          the Toxic   Substances   Control   Act of 1976;   (viii) the   Occupational
          Safety and Health Act of 1977, as amended; (ix) the Emergency Planning
          and    Community    Right-to-Know    Act   of   1986;    (x)   the    National
          Environmental   Policy Act of 1975; (xi) the Oil Pollution Act of 1990;
          and any   similar or   implementing   state law;   and any other   state or
          federal statute and any further amendments to these laws providing for
          financial   responsibility for cleanup or other actions with respect to
          the release or   threatened   release of Hazardous   Substances   or crude
          oil, or any fraction thereof and all rules and regulations promulgated
          thereunder.

     (q)   "EQUITY" - The difference between the Project Cost and the Commitment,
          being the amount   Borrower   is   required   to invest in the   Project in
          accordance with the provisions of SECTION 3.1 of this Agreement.

     (r)   "EVENT OF DEFAULT" - One of the Events of Default specified in SECTION
          5.1 hereof.

     (s)   "GUARANTOR" - Global Entertainment Corporation, a Nevada corporation.

     (t)   "GUARANTY" - That certain Guaranty of Completion of even date herewith
          executed and delivered by Guarantor.

     (u)   "GENERAL CONTRACTOR" - Hunt Construction Group, Inc.

     (v)   "HARD   COSTS" - The costs of   constructing   the   Project   that are set
          forth as Hard Costs on the Project Cost Statement.

     (w)   "HAZARDOUS SUBSTANCE" - Any hazardous or toxic material,   substance or
          waste,   pollutant or contaminant   that is regulated under any statute,
          law, ordinance,   rule or regulation of any local,   state,   regional or
          federal authority having   jurisdiction over the Mortgaged   Property of
          Borrower,   or its use,   including,   but not   limited to any   material,
          substance   or waste,   that is: (i)   defined as a   hazardous   substance
          under any Environmental Laws; (ii) a petroleum hydrocarbon,   including
          crude oil or any fraction   thereof and all petroleum   products;   (iii)
          polychlorinated   biphenyls;   (iv) lead;   (v) urea   formaldehyde;   (vi)

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          asbestos or asbestos containing materials; (vii) flammable explosives;
          (viii) infectious materials;   (ix) radioactive materials; (x) mold; or
          (xi) defined or regulated as a hazardous   substance or hazardous waste
          under any rules or   regulations   promulgated   under any   Environmental
          Laws.

     (x)   "INSPECTING   ENGINEER"   - The   inspecting   engineer   retained   by   the
          Lender: LM Consultants, Inc.

     (y)   "LEASE"   -   Amended   and   Restated   Lease   with   the   Purchase   Option
          Agreement   dated May 30, 2007, made by Borrower as Lessor and WPFD, as
           Lessee.

     (z)   "LOAN   DOCUMENTS"   - This   Agreement,   the   Note,   the   Mortgage,   the
          Guaranty, the Environmental Indemnity Agreement and all other security
          or   collateral   documents   executed by Borrower   and/or   Guarantor   in
          connection herewith or therewith for the benefit of Lender.

     (aa) "MORTGAGE"   - The Deed of Trust of even   date   herewith,   executed   by
          Borrower to Lender creating a first priority mortgage on the Mortgaged
          Property   and a   security   interest   in all of the   personal   property
          located thereon as security for payment of the Note.

     (bb) "MORTGAGED   PROPERTY"   - The   land   and   improvements   (including   the
          Project)   situated in Chelan   County,   Washington,   and other personal
          property   located   thereon,   as   more   particularly   described   in the
          Mortgage.

     (cc) "NOTE" - The   promissory   note   from   Borrower   to Lender of even date
          herewith   in the   original   principal   amount of FIFTY TWO MILLION AND
          NO/100 DOLLARS ($52,000,000.00).

     (dd) "PERSON" - Natural persons, corporations, limited liability companies,
          limited     liability     partnerships,     limited    liability    limited
          partnerships,   limited partnerships, general partnerships, joint stock
          companies,   joint ventures,   associations,   companies,   trusts, banks,
          trust companies,   land trusts, business trusts or other organizations,
          whether   or not legal   entities,   and   governments   and   agencies   and
          political subdivisions of those governments.

     (ee) "PROJECT" - The   construction   of Greater   Wenatchee   Regional   Events
          Center on the Mortgaged Property as more fully described in the Lease,
          the Construction Contract and the Drawings and Specifications.

     (ff) "PROJECT BUDGET" - The total cost of completing the Project.

     (gg) "PROJECT   COST" -   Approximately   $54,000,000.00   being the   estimated
           amount    necessary   to   complete   the   construction   of   the   Project,
          including hard and soft costs.

     (hh) "PROJECT   COST   STATEMENT"   - The   certificate   of   Borrower   in which
          Borrower   certifies   to Lender   the   total of all Hard   Costs and Soft
          Costs   necessary   to   complete   the   Project   in   accordance   with the

                                       4
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          Drawings and   Specifications,   and   certifies to Lender the amount and
          source of Borrower's Equity, all as verified by Inspecting Engineer.

     (ii) "PROJECT   DOCUMENTS" - Collectively   the   Construction   Contract,   the
          Architect's   Contract,   the   Drawings   and   Specifications,   the Sworn
          Construction   Statement,   the Project   Cost   Statement,   and all other
          contracts   of Borrower or the General   Contractor   with respect to the
          Project.

     (jj) "SOFT COSTS" - The cost of constructing the Project that are set forth
          as Soft Costs on the Project Cost Statement.

     (kk) "SUBSTANTIAL   COMPLETION" - The date on which General   Contractor   and
          the Architect   issue a Certificate   of   Substantial   Completion of the
          Project and Borrower   demonstrates   compliance   with the conditions of
          SECTION 3.3 of this Agreement.

     (ll) "SWORN CONSTRUCTION   STATEMENT" - The form of document attached hereto
          as Exhibit C.

     (mm) "TITLE COMPANY" - Stewart Title Guaranty Company.

     (nn) "WPFD" - Greater   Wenatchee   Regional Events Center Public   Facilities
          District, a Washington municipal corporation.

                                   ARTICLE II
                          COMMITMENT TO MAKE ADVANCES,
                  DISBURSEMENT PROCEDURES AND DEPOSIT OF FUNDS

     Section 2.1 THE ADVANCES.   Lender   agrees,   on the terms and subject to the
conditions hereinafter set forth, to make Advances to Borrower from time to time
during the period from the date hereof to the Commitment   Termination Date in an
aggregate   principal   amount of up to and   including   the maximum   amount of the
Commitment,   to pay for or to   reimburse   Borrower   or its   Affiliates,   for the
payment of the costs   actually   incurred in   connection   with the Project,   that
shall include but not be limited to costs of permits, licenses, labor, supplies,
materials, services, equipment and insurance premiums, but shall not include any
profit to Borrower   acting in the capacity as   developer or general   contractor.
The obligation of Borrower to repay the Advances shall be evidenced by the Note,
containing the terms   relating to maturity,   interest rate, and other matters as
set forth   therein.   All Advances   shall be disbursed   by the   Disbursing   Agent
pursuant to the terms and   conditions   hereof and the Disbursing   Agreement.   As
used herein,   the term "Disburse" or "Disbursement"   shall mean the disbursement
of Advances made or to be made by the Disbursing Agent as provided herein and in
the Disbursing Agreement.

     Section 2.2 ADVANCE   REQUIREMENTS.   Subject to the   requirements of SECTION
2.3 below, Advances shall be made as follows:

     (a)   INITIAL ADVANCE.   Initial Advance shall be made in the total amount of

                                       5
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          up to   approximately   $5,939,744.38   to be used for   closing and other
          costs and expenses of the Project.

     (b)   CONSTRUCTION   ADVANCES.   Construction Advances shall be made by Lender
          in the total amount of up to approximately   $46,060,255.62 as provided
          in   this   Agreement.    Construction    Advances   to   be   used   for   the
          development   of the Project and as otherwise   set forth in the Project
          Budget.

     Section 2.3 DISBURSEMENT PROCEDURES FOR ADVANCES.

     (a)   Whenever   Borrower   desires   to   obtain   an   Advance   hereunder,   such
          requests to be made no more   frequent   than   monthly,   Borrower   shall
          submit   to   Lender   and   the   Disbursing   Agent a Draw   Request,   duly
          executed on behalf of Borrower setting forth the information requested
          therein.   Each   Draw   Request   shall be   submitted   at least   ten (10)
          business days before the date the Advance is desired.   With respect to
          Hard Costs, each Draw Request shall be limited to amounts equal to (i)
          the total costs actually   incurred and paid or owed by Borrower to the
          date   of   such   Draw   Request   for   work   on   the   Project   acceptably
          completed,   as approved by Lender, plus (ii) the cost of materials and
          equipment   not   incorporated   in the   Project,   but   delivered   to and
          suitably   stored at the Project   site,   less (iii) 5 percent   (5%) (or
          such lesser   hold back as is   authorized   by Lender),   which hold back
          shall be   retained   by   Lender   until   Substantial   Completion   of the
          Project (the   "RETAINAGE"),   and less prior Advances.   Notwithstanding
          anything herein to the contrary, no Advance for material stored at the
          Project   site   will be made by Lender   unless   Borrower   shall   advise
          Lender of its intention to so store   materials prior to their delivery
          and provides suitable   security for such storage.   With respect to all
           Soft Costs,   each Draw   Request   shall be limited to the total of such
          costs actually   incurred by Borrower to the date of such Draw Request,
          less   prior   Advances   for such   costs.   Each   Draw   Request   shall be
          accompanied by a certification by the General   Contractor that (i) the
          Project is being   constructed   in   accordance   with the   Drawings   and
          Specifications in a good and workmanlike   manner and that the work has
          been completed and the materials are in place as indicated in the Draw
          Request, (ii) the undisbursed amount of the Commitment is in an amount
          sufficient to pay the remaining unpaid costs and expenses   anticipated
          to    complete    the    Project,    and   (iii)   such   other   and   further
          certificates,   opinions, inspections, reports and other information as
          may be requested   by Lender from time to time at its sole   discretion.
          All Advances will be made in accordance   with the amounts   assigned to
          the various items in the Sworn Construction   Statement and the Project
          Cost   Statement   (as amended   from time to time to reflect   authorized
          change   orders),   and no Advance will be made for any amount in excess
          of the values assigned such items in the Sworn Construction   Statement
          and the Project Cost Statement.   Each Draw Request shall constitute an
          affirmation by Borrower that, to its   knowledge,   all   representations
           and   warranties set forth in ARTICLE IV are true and correct as of the
          date of such Draw Request.

     (b)   At the time of submission of each Draw Request,   Borrower shall submit
          to Lender and the Disbursing Agent the following:

                                       6
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          (i)   A written   lien waiver   with   respect to all Hard Costs from each
               Contractor   for work done and materials   supplied by it that were
               paid for pursuant to the preceding Draw Request.

          (ii) Documentation reasonably acceptable to Lender (receipts, canceled
               checks   and the like)   evidencing   payment of all Soft Costs that
               were   paid in   connection   with the   immediately   preceding   Draw
               Request,   excluding   amounts drawn for payment of interest on the
               Advances or fees due to Lender.

          (iii)Such other   supporting   evidence as may be requested by Lender or
               the Disbursing   Agent to substantiate all payments that are to be
               made out of the relevant Draw Request and/or to substantiate   all
               payments then made with respect to the Project.

     (c)   If on the date an Advance is desired Borrower has performed all of its
          agreements and complied with all requirements therefor to be performed
          or complied with hereunder   including   satisfaction   of all applicable
          conditions   precedent   contained   in ARTICLE III hereof,   Lender shall
           transmit to the Disbursing Agent the amount of the requested   Advance,
          less   amounts   owing to Lender   (which   will be   applied   directly   by
          Lender), and the Disbursing Agent will disburse such funds pursuant to
          and in accordance   with the terms of the   Disbursing   Agreement.   Each
          Advance   shall bear interest at the rate provided in the Note from the
          date such Advance is transmitted by Lender to the Disbursing Agent.

     Section   2.4   DEPOSIT   OF FUNDS BY   BORROWER.   If Lender   shall at any time
determine that the undisbursed   amount of the Commitment is less than the amount
required   to pay all   costs   and   expenses   of any kind   that may be   reasonably
anticipated in connection   with the Project,   and if Lender shall thereupon send
written   notice   thereof   to   Borrower   specifying   the   amount   required   to be
deposited by Borrower with the Disbursing   Agent to provide   sufficient funds to
complete   the Project,   Borrower   shall,   within   twenty (20)   calendar   days of
receipt of any such   notice,   deposit   with the   Disbursing   Agent the amount of
funds   specified   in   Lender's   notice.   Borrower   shall also   deposit   with the
Disbursing Agent,   without demand by Lender,   funds equal to any increase in the
Project Cost resulting from an authorized change order. Borrower agrees that any
funds   deposited with the Disbursing   Agent shall be disbursed by the Disbursing
Agent before any further disbursements of the Commitment.

     Section 2.5 DISBURSEMENTS WITHOUT RECEIPT OF DRAW REQUEST.   Notwithstanding
anything   herein to the   contrary,   so long as any Event of Default has occurred
and remains outstanding, Lender, upon written notice to Borrower, shall have the
irrevocable   right at any time and from time to time to cause an   advance of the
Commitment   or a   disbursement   of funds that are on deposit   with Lender or the
Disbursing   Agent to pay   principal   or   interest   on the Note as and when   said
payments   become due and to pay any and all costs and   expenses   referred   to in
SECTION 6.03 hereof, and following the occurrence of an uncured Event of Default
to pay any and all costs and expenses   necessary to complete the Project,   or to

                                       7
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satisfy any   obligation of Borrower   pursuant to the terms of this   Agreement or
the other Loan Documents, all without receipt of a Draw Request from Borrower.

     Section 2.6 INTEREST RESERVE. A sum in the amount of ($2,329,066.00)   shall
be unfunded   and   reserved   for the   funding of   interest   owed on the Loan (the
"INTEREST RESERVE"). Funds shall be advanced for the payment of accrued interest
on Borrower's request, except as provided in SECTION2.05 above. It is the intent
of the parties   hereto,   that all Advances made pursuant to a Draw Request shall
include, but not be limited to, an Advance from the unfunded Interest Reserve to
pay interest   then due under the Loan.   It is the further   intent of the parties
hereto that in the event an interest   payment is due under the terms of the Note
but (i) no   Draw   Requests   has   been   made;   or (ii) a Draw   Request   has   been
submitted   such that the interest   payment   cannot be timely made as part of the
Draw Request, THEN Lender may draw from the Interest Reserve to pay such accrued
interest   then due. If at any time the   Interest   Reserve is exhausted or Lender
determines,   at its sole   discretion,   it is   insufficient   due to interest rate
adjustments, Borrower will, within 10 calendar days of Lender's request, deposit
with Lender an amount   sufficient for the funding of interest   payments over the
remaining term of the Loan.

     Section 2.7 Intentionally Omitted.

     Section 2.8 PROJECT CONTINGENCY. A sum in the amount of $1,252,035.00 shall
be unfunded and reserved for Project Cost overruns.

                                  ARTICLE III
                              CONDITIONS OF LENDING

     Section 3.1   CONDITIONS   PRECEDENT TO LENDING.   The obligation of Lender to
make the initial Advance   hereunder shall be subject to the condition   precedent
that Borrower shall be in compliance   with the   conditions   contained in SECTION
3.2 and the further   condition   precedent   that Lender   shall have   received the
following:

     (a)   The    Note,    Mortgage,     Guaranties,    UCC    Financing    Statements,
          Environmental   Indemnity   Agreement and other Loan   Documents to which
          Borrower   and/or   Guarantor   as   required   hereunder   are   party   duly
          executed   and   delivered to Lender,   all of which shall be   reasonably
          satisfactory to Lender and Lender's legal counsel in form and content.

     (b)   A current appraisal prepared by a state licensed appraiser approved by
          Lender   indicating   an appraised   value of the   Mortgaged   Property as
          follows:   minimum initial value of Land of at least $1,740,000.00,   as
          well as "as   built"   projected   appraised   value of the   Project of at
          least   $53,100,000.00.   The appraisal shall be addressed to Lender and
           state that it has been   prepared on Lender's   behalf.   The form of the
          appraisal   and the   appraisal   methods   shall   otherwise be reasonably
          satisfactory to Lender and shall conform to all   requirements of State
          and Federal law. Upon   completion of   construction,   at the expense of
          Borrower, the appraiser shall reinspect and recertify the value of the
          Mortgaged Property "as built."

                                       8
<PAGE>
     (c)   A "marked-up commitment" for a mortgagee's title insurance policy duly
          endorsed   by the   Title   Company   that:   (i) names   Lender as   primary
          insured in the full principal   amount of the Commitment;   (ii) insures
          the Mortgage to be a valid first lien on the Mortgaged   Property;   and
          (iii) is free from   exceptions for (1) matters that would be disclosed
          by   a   survey   or   inspection,    (2)    mechanics',    contractors'    or
          materialmen's   liens and lien claims, (3) rights and claims of parties
          in   possession,   (4) easements or claims of easements not shown by the
          public records, and (5) other exceptions not specifically   approved by
          Lender and as set forth in EXHIBIT B to the Mortgage.   All real estate
          taxes   are   current   and   all   levied   and   pending    assessments   not
          delinquent as of the date of the Mortgage   shall be paid in full.   The
          policy   shall   include a Form 3.0 zoning   endorsement,   an ALTA Form 9
          comprehensive   endorsement,   and such other endorsements as Lender may
          reasonably require under the circumstances.

     (d)   An ALTA survey of the Mortgaged   Property,   satisfactory to Lender and
          the Title Company,   prepared by a registered land surveyor, which will
          include the legal description and area of the Mortgaged Property, show
          and certify to the perimeter lot lines,   dimensions   and vectors,   the
          location   of all   existing   footings,   foundations   and   improvements,
          utilities,   easements,   rights of way,   building set back lines,   curb
          lines   and   encroachments,   as may be   applicable,   and   the   intended
          location of the Project   according to the Drawings and   Specifications
          to be submitted and approved by Lender as provided herein. Said survey
          shall be prepared   for Lender's   and the Title   Company's   benefit and
          shall be certified by the surveyor in form   reasonably   acceptable   to
          Lender and Title Company.   The survey shall be updated,   as reasonably
          necessary to show the footings or   foundations of the Project when the
          footings or   foundation   is   completed,   and shall be updated again to
           show   the   location   of the   "AS-BUILT"   Project   prior   to the   final
          disbursement of Loan proceeds.

     (e)   Copies of all building and other permits necessary for construction of
          the Project.   Lender shall also receive a certificate of the Architect
          or   engineer    to   the   effect   that   all   permits    required   by   any
          governmental   authority for   construction and operation of the Project
          have been obtained.

     (f)   Evidence   satisfactory   to Lender that the Project   complies   with all
          building   codes   and   zoning   and   subdivision   ordinances   applicable
          thereto,   and that the Project   and its use thereof are in   compliance
          with all other state, federal, and local laws and regulations.

     (g)   Copies   of the   contracts   between   Borrower   and the   Architect,   and
          between Borrower and the General Contractor,   as well as the contracts
          between   the   General   Contractor   and   all   major   subcontractors   as
          identified on Exhibit B attached   hereto.   The   Construction   Contract
          shall be a fixed-price or   maximum-cost   contract.   All such contracts
          shall be in form reasonably   satisfactory to Lender and Lender's legal
          counsel and shall,   together with the Drawings and Specifications,   be
          assigned to Lender.   The Architect,   the General   Contractor,   and any
          subcontractors   or other   contractors,   if required   by Lender,   shall
          consent to such assignments. Borrower shall also provide to Lender any
          contract   entered   into   by   Borrower,   or   any   proposed   tenants   or
          franchisees doing business on the property of Borrower,   directly with

                                        9
<PAGE>
          any contractor,   engineer,   architect or   professional   concerning the
          provision of materials and/or labor and/or services to the Project.

     (h)   Current   financial   statements,   certified   as true and correct by the
          party   giving   the   same.   All such   financial   statements   shall   (i)
          indicate all assets,   liabilities,   contingent liabilities and income,
          and (ii) include   separate   financial   statements for each significant
           asset   (e.g.,   if   partnership   interests   are shown as an asset,   the
          financial   statements of the partnership shall also be provided).   All
          financial and credit   information   must be   satisfactory   to Lender in
          form and substance.

     (i)   Satisfactory soil test borings and soil reports that are acceptable to
          Lender.

     (j)   Written   evidence   from the proper   municipal   authorities   and public
          utility companies that all utilities,   sewage and related services are
          or will be available to the Mortgaged   Property upon completion of the
          Project.

     (k)   All reciprocal easement agreements,   maintenance agreements, and other
          easements   relating   to the   Mortgaged   Property as Lender or Lender's
          legal counsel may require,   if any, for parking,   access,   utility and
          other   purposes,   all of which   shall be   reasonably   satisfactory   to
          Lender and Lender's legal counsel in form and content.

      (l)   Evidence   reasonably   satisfactory to Lender that no petroleum product
          or other Hazardous Substance is present on the Mortgaged Property, and
          that no asbestos-containing products, urea-formaldehyde foams or PCB's
          are being used in the construction of the Project. Such evidence shall
          include   a Phase I   Environment   Report   and a Phase II   Environmental
          Report,    prepared   by   a   licensed    engineer    or   other    qualified
          environmental   consultant   reasonably acceptable to Lender. The report
          shall be   addressed   to Lender   and   state   that it was   prepared   for
          Lender.   If the report   indicates   that   petroleum   products   or other
          Hazardous   Substances   are   present,   the report shall   identify   such
          materials   and   shall   analyze    (including   cost   and   time   factors)
          recommended   methods of removal.   Borrower   warrants   that no asbestos
          containing-products,   urea-formaldehyde   foam insulation or PCB's will
          be used in the construction or equipping of the Project.

     (m)   The Sworn   Construction   Statement,   completed and executed by General
          Contractor based on the current Drawings and Specifications as part of
          the Contractor's Sworn Construction Statement of even date herewith.

     (n)   The Project Cost Statement.

     (o)   An Estoppel from WPFD in form acceptable to Lender.

     (p)   Intentionally Omitted.

     (q)   Assignment   of that certain   Amended and Restated   Lease With Purchase
          Option Agreement between Borrower and WPFD dated May 30, 2007.

                                       10
<PAGE>
     (r)   Evidence   prepared by an   independent   accountant   that   Borrower   has
          injected $2,000,000.00 of cash Equity into the Project.

     (s)   Evidence of the   financial   and legal   capacity of the City to perform
          its commitment to guarantee   shortfalls in rent payments due under the
          Lease   and to   contribute   $4,000,000   of the   puchase   price   if WPFD
          exercises   its   purchase   option under the Lease,   including   (without
          limiting the generality of the foregoing) current financial statements
          in form   acceptable to Lender,   an   acceptable   analysis of the taxing
          capacity of the City,   and an opinion of the City's bond counsel as to
          the   enforceability of the Lease and such guarantee,   the agreement to
          make such   contribution   and all related City obligations with respect
          to the Lease.

     (t)   Evidence   that the   developer   fee payable to   International   Coliseum
          Company in connection with the Project, in the amount of $250,000, has
          been forfeited.

     (u)   Evidence that   Guarantor   will   subordinate to the Loan the payment of
          $380,000 of its project management fee until Project   completion,   and
          will   convert   an   additional   $200,000   of   such   fee to be   used   as
          additional   contingency   which   may be   paid   upon   Borrower   reaching
          certain construction milestones,   provided,   however, that any project
          management   fee in excess of $580,000 shall be payable in the ordinary
          course of business.

     (v)   Evidence   that BBP Two LLC has agreed to defer   payment of $971,000 of
          Project costs that are to be reimbursed by Borrower   until the Loan is
          paid in full, and receipt of a subordination of such payment rights to
          the repayment of the Loan.

     (w)   Evidence   satisfactory   to Lender that   Borrower   has   expended or has
          deposited   with the   Disbursing   Agent not less than the amount of the
          required   Equity   in   payment   of   costs   and   expenses    incurred   in
           connection with the Project that would be otherwise   properly   payable
          from an Advance,   together   with   satisfactory   lien   waivers for Hard
          Costs paid with such funds.

     (x)   Evidence of   stockholder   equity of Guarantor in a total amount of not
          less than   $9,000,000.00   (excluding   receivables   from   affiliates or
          related   entities).   Evidence   of such   tangible   net   worth   shall be
          provided on an internally   prepared   financial   statement   prepared in
          accordance with Generally Accepted Accounting Principles ("GAAP").

     (y)   Evidence of liquidity (in the form of cash or cash   equivalents,   time
          deposits and marketable   securities) of Guarantor in a total amount of
          not less   than   $3,500,000.00.   Evidence   of such   liquidity   shall be
          prepared by a third party acceptable to Lender (via bank statements or
          statements provided by a broker-dealer).

     (z)   The   Disbursing   Agreement,   duly   executed by the   Disbursing   Agent,
          Borrower and Lender in form and substance   acceptable to Lender in its
          sole discretion.

     (aa) Delivery of a payment and   performance   bond from General   Contractor,

                                        11
<PAGE>
          together with a dual oblige rider naming Lender, in form and substance
          acceptable to Lender in its sole discretion.

     (bb) Payment to Lender of a commitment   fee of   $780,000.00 to be disbursed
          on closing from the loan proceeds.

     (cc) Guarantor   will   deliver   an   irrevocable   letter   of   credit   from an
          institution   and in a form   acceptable   to   Lender   in the   amount   of
          $1,250,000.00 to serve as additional   collateral and which may be used
          to cure an Event of Default.

     Section 3.2 FURTHER CONDITIONS PRECEDENT TO ALL ADVANCES. The obligation of
Lender to make an Advance hereunder   including each subsequent   Advance shall be
subject to the condition precedent that Borrower shall be in compliance with all
conditions set forth in SECTION 3.1 and further conditions precedent that on the
date of each Advance:

     (a)   No Event of Default hereunder,   or event that would constitute such an
          Event of Default but for the requirement   that notice be given or that
          a   period   of   grace   or   time   elapse,   shall   have   occurred   and be
          continuing and all   representations and warranties made by Borrower in
          ARTICLE   IV shall   continue   to be true and   correct as of the date of
          such Advance.

     (b)   No   determination   shall have been made by Lender that the undisbursed
          amount of the   Commitment is less than the amount   required to pay all
          costs and expenses of any kind that may be   anticipated   in connection
          with the Project;   or if such a determination  


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