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PROMISSORY NOTE $23,000,000.00

Promissory Note

PROMISSORY NOTE $23,000,000.00 | Document Parties: MHI Hospitality Corporation | MONY LIFE INSURANCE COMPANY | SAVANNAH HOTEL ASSOCIATES, LLC You are currently viewing:
This Promissory Note involves

MHI Hospitality Corporation | MONY LIFE INSURANCE COMPANY | SAVANNAH HOTEL ASSOCIATES, LLC

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Title: PROMISSORY NOTE $23,000,000.00
Governing Law: Georgia     Date: 8/3/2007
Industry: Real Estate Operations     Sector: Services

PROMISSORY NOTE $23,000,000.00, Parties: mhi hospitality corporation , mony life insurance company , savannah hotel associates  llc
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Exhibit 10.30

LOAN NUMBER 101091

PROMISSORY NOTE

$23,000,000.00

Savannah, Georgia

August 2, 2007

FOR VALUE RECEIVED, SAVANNAH HOTEL ASSOCIATES, L.L.C., a Virginia limited liability company (“Maker”), promises to pay to the order of MONY LIFE INSURANCE COMPANY, a New York corporation (“Holder”), at its office at 1290 Avenue of the Americas, New York, New York 10104, or at such other place as the Holder may from time to time designate in writing, the principal sum of Twenty-Three Million and 00/100 Dollars ( $23,000,000.00 ), together with interest on so much thereof as is from time to time outstanding and unpaid, from the date or dates of disbursement of the aforesaid principal sum at the rate of 6.06% per annum, to be paid in lawful money of the United States of America as follows:

In one hundred twenty (120) successive monthly installments payable on the first day of each calendar month commencing on the first day of the second month following the date of disbursement, the first thirty-six (36) installments to consist of interest only on the outstanding principal sum, the next eighty-three (83) installments thereof to be in the amount of One Hundred Forty Nine Thousand Thirty Four and 00/100 Dollars ($149,034.00) each and applied first to interest on the unpaid principal sum and the balance to be applied to the principal sum, with interest to be calculated on the basis of a 360 day year with 12 months of 30 days each, and the last installment to be in the amount of the entire outstanding principal balance and accrued interest thereon. Maker acknowledges that there will be a substantial principal payment due upon maturity and that Holder shall have no obligation, expressed or implied, to refinance the same. Interest from the date of disbursement hereof to the first day of the next month shall be paid together with the first regular installment of interest hereunder, to the extent not collected at closing.

The principal amount specified at the head of this Note shall be fully funded within twelve (12) months from the date hereof and shall be advanced by Holder to Maker in four, consecutive quarterly draws of not less than $500,000 each; provided, however, that the final draw shall be in an amount necessary to fully fund the principal amount (each such draw being hereinafter referred to as an “Advance”). All draws are conditioned upon satisfaction of the conditions precedent to each Advance set forth in the succeeding paragraph. All draws shall, upon date of advance, be deemed to constitute principal outstanding under this Note.

 


Unless otherwise specifically waived in writing by the Holder, the following are conditions precedent to the Holder’s obligation to make any Advance:

(a) No default or Event of Default shall exist under this Note or any other Loan Document (hereinafter defined), and no event or condition shall have occurred or shall exist which, but for the passage of time or the giving of notice, shall constitute a default or Event of Default under this Note or any other Loan Document.

(b) The representatives and warranties contained in this Note and the other Loan Documents shall be true and correct in all material respects as if made on the date each such Advance is requested (and the Maker’s request for any Advance shall constitute a re-affirmation by Maker that all of such representations and warranties are true and correct in all material respects on the date of each request for an Advance, as though remade on such date).

(c) There has been no material adverse event or condition affecting the Premises or Maker, which would materially diminish the value of the Premises, impair the ability of the Maker to complete construction of the New Improvements (hereinafter defined), or adversely affect the validity, enforceability or priority of the Loan Documents.

(d) There are no liens, encumbrances, judgments or adverse claims affecting any portion of the Property, except the lien on the Premises created by the Mortgage.

(e) The Maker has furnished to the Holder a requisition for such Advance, accompanied by such invoices, lien waivers, releases, title policy endorsements, and other documents and supporting detail as may be required by the Holder.

(f) The Maker has furnished the Holder with such other approvals, opinions, consents and documents as the Holder may reasonably request.

(g) The Holder need not make any Advance earlier than ten (10) days after its receipt of the requisition therefor, together with all other documentation required hereunder.

(h) Each requisition shall be deemed to constitute a representation and warranty by the Maker that all conditions precedent to the disbursement of loan proceeds by the Holder have been fully satisfied, that no default or Event of Default has occurred or exists, and that no event or condition exists as has occurred which, but for the giving of notice of passage of time, would constitute a default or Event of Default.

(i) Renewal of the Hilton Franchise Agreement for a term of at least ten (10) years and otherwise satisfactory to Holder .

(j) Evidence satisfactory to Holder that each Advance will be used to complete the Hilton PIP requirements per that certain PIP report dated October 18, 2006 and such other improvements being made to the Premises by Maker per that certain 2007 Product Improvement Plan, Master Budget dated April 1, 2007 prepared by MHI Hospitality Corporation (collectively, the “New Improvements).

 

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(k) Evidence satisfactory to Holder of implementation of all recommendations set forth in that certain phase 1 environmental site assessment report dated June 1, 2007, prepared by Land America Assessment Corporation.

(l) The Maker has furnished to Holder (i) a phase II environmental report (the “Phase II”) satisfactory to Holder performed for the purpose of ground water sampling and testing the Premises for any leakage from the approximately 10,000 gallon underground storage tank (“UST”) located at the Premises, and (ii) evidence satisfactory to Holder of completion of all recommendations set forth in the Phase II, including, but not limited to, completion of any and all recommended clean-up, removal and remediation of any leakage found from UST.

Maker shall have no right to prepay, in whole or in part, the principal sum hereof, except Maker shall have the right to prepay in whole (but not in part) the principal sum hereof, together with accrued interest thereon, on any date for the payment of interest hereunder during the sixth (6 th ) loan year (as hereinafter defined) and thereafter, provided that (a) there shall exist no Event of Default under the provisions of the Mortgage, (b) the Holder hereof shall have received at least thirty (30) days prior written notice of prepayment which notice shall be irrevocable, and (c) the prepayment shall be accompanied by a fee (the “Prepayment Fee”) (which Maker agrees is a fair and reasonable method to compensate Holder for its loss of the benefits of this loan transaction) equal to the greater of (1) one percent (1%) of the amount being prepaid, or (2) an amount computed as follows: (i) the product of the outstanding principal loan balance on the prepayment date (designated as “P” in the formula below) and the amount by which 6.14% (i.e., the interest rate of 6.06% as adjusted for semi-annual payments) exceeds the Base Rate (the yield rate as of the prepayment date for a United States of America treasury obligation having a maturity date substantially contemporaneous with the loan maturity date, designated as “b” in the formula below) shall be divided by two to determine the semi-annual excess of earned interest at the interest rate payable pursuant to the note over the Base Rate, and (ii) the semi-annual excess of earned interest shall be discounted to its present value determined with reference to the number of semi-annual periods then remaining in the loan term (the number of months then remaining in the loan term divided by six and rounded up to the nearest whole number (designated as “n” in the example below) and one-half the Base Rate (to account for the fact the payments are made semi-annually). The formula for computing the prepayment fee is:

 

      1-         1           
fee =   (6.14% - b) x P   x   (1 + b/2) n   
  2     b/2   

For purposes of establishing the Base Rate, there shall be utilized the yield to maturity on appropriate (as determined solely by the Holder hereof) U.S. Treasury obligations,


 
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