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December 5, 2003



American General Hospitality
c/o Mr. William B. Murney
CB Richard Ellis
2415 East Camelback Road, Suite 100
Phoenix, AZ 85016

Re:    Purchase of the 250-room Crowne Plaza Hotel, Phoenix Corporate Center North, located
       at 2532 West Peoria Avenue, Phoenix , Arizona and related assets, including but not limited
       to all of the rights, title and personal property related to the operation thereof:

Gentlemen:

The purpose of this letter of intent is to outline the terms and conditions pursuant to which Everest
Capital, LLC, an Arizona Limited Liability Company (“Everest”), or its nominee, is prepared to purchase
from the owner (“Seller”) the above-referenced property and related assets.

Everest proposes to purchase the Property under the following terms and conditions:

             1.      Purchase Price. The Purchase Price for the Property shall be Five Million, Five
                     Hundred Thousand Dollars ($5,500,000).

             2.       Payment of Purchase Price. The Purchase Price shall be payable as follows:

                      a.       Two Hundred Thousand Dollars ($200,000), as an earnest money
                               deposit, upon the execution of a formal purchase agreement, by cash, a
                               cashier’s check or other immediately available funds, to be deposited in
                               escrow and held by the Escrow Agent (to be defined). The earnest
                               money deposit shall become non-refundable at the expiration of the
                               Feasibility Period.

                      b.       Five Million, Three Hundred Thousand Dollars ($5,300,000) at the
                               Closing by cash, a cashier’s check or other immediately available funds.

             3.       Feasibility Period. Everest shall be entitled to a thirty (30) day Feasibility
                      Period within which to conduct due diligence and feasibility studies more
                      particularly described in Paragraph 6 below. The thirty (30) day Feasibility
                      Period shall commence upon the execution of a formal purchase agreement.
Mr. William B. Murney
5/26/2011, Page 2



             4.         Closing. The Closing shall take place on or before fifteen (15) days following the
                        expiration of the Feasibility Period.

             5.         The Property. It is the intention of Everest to acquire all of Seller’s interest in
                        the Property, including: all rights in the real property and improvements located
                        thereon; all furniture, furnishings, fixtures, equipment, supplies, inventory,
                        artwork, and all other items of personal property; all permits, licenses,
                        entitlements and other intangible rights, benefits and privileges; all service
                        contracts, equipment and/or other leases, booking agreements and other
                        agreements relating to the ownership, repair, maintenance, management or
                        operation of the Property.

             6.         Title Report, Survey and Feasibility Studies. Everest intends to use the
                        Feasibility Period to study, among other factors, the physical condition of the
                        Property, deferred maintenance issues, if any, franchise-related agreements and
                        issues, condition of title, entitlements and the respective market(s) affecting the
                        Property. Seller agrees that Everest shall use its sole discretion in assessing these
                        factors during the Feasibility Period.

                        During the Feasibility Period, Everest shall have the right to review and Seller
                        shall furnish to Everest within five (5) days after the execution of a formal
                        purchase agreement, copies of any information and documents in its possession or
                        which are reasonably available regarding the Property including, but not limited
                        to, surveys, tax records, engineering plans and specifications, current title
                        report(s) with all instruments of record, current UCC search(s), drainage studies,
                        engineering studies, operating contracts, agreements with the management
                        company(s), audited financial statements, monthly operating statements,
                        operating and capital budgets, marketing plans, projections, operating reports,
                        permits and approvals, appraisals, and any other documents, reports or studies
                        pertaining to the condition, operation and maintenance of the Property.

                        In addition, not later than ten (10) days after the execution of a formal purchase
                        agreement, Seller shall provide Everest a current ALTA/ASCM urban survey, a
                        current Phase I Environmental Assessment (meeting ASTM standards) of the
                        real property and improvements and a recent (dated not less than six months prior
                        to the date hereof) mechanical, electrical, plumbing and structural report(s),
                        inclusive of a roof survey.

                        Everest may conduct various additional feasibility studies with respect to the
                        Property such as soil studies, environmental studies, physical site inspections,
                        zoning, utilities, drainage, marketability and economic feasibility studies. Seller
                        shall afford Everest, its engineer and/or other experts access to the Property at
                        reasonable times for the purpose of making such inspections and studies.

             7.         Satisfaction of Contingencies. Everest’s purchase of the Property is contingent
                        upon Everest’s approval, in its sole and absolute discretion, of the matters
                        revealed by its due diligence and feasibility studies. At any time prior to the
                        expiration of the Feasibility Period, Everest may elect to terminate its obligation
Mr. William B. Murney
5/26/2011, Page 3



                        to purchase the Property, in which event Everest shall be entitled to the return of
                        the earnest money deposit.

             8.         Instruments of Conveyance. At the Closing, Seller shall execute, have
                        acknowledged and delivered to Escrow Agent, for the account of Everest, a
                        warranty deed(s) conveying the real Property and improvements to Everest.
                        Additionally, Seller shall deliver such bills of sale, assignments, estoppels,
                        consents and other documents and instruments necessary to fully convey to
                        Everest all of the rights and assets comprising the Property. The transfer of the
                        Property to Everest shall be free and clear of all liens and other matters, except
                        those approved by Everest pursuant to its review of the title reports, UCC
                        searches and surveys.

             9.         Prorations and Adjustments. Seller shall be solely responsible for all expenses
                        incurred in connection with the Property (including all accounts payable for
                        goods and services not yet delivered or provided) prior to the Closing. To the
                        extent any expenses are charged for the month in which the Closing occurs, such
                        expense shall be prorated and Seller shall be charged at Closing for its allocable
                        share of such expenses. All receipts from bookings, rentals and other building
                        services for dates prior to the Closing date shall belong to Seller. All bookings,
                        rentals and building services, whether in cash or accounts receivable, arising from
                        occupancy beginning on the date of the Closing and thereafter shall be credited to
                        Everest. All other revenues whether cash or accounts receivable, generated as of
                        or after 11:59 p.m. on the date prior to Closing shall belong to Everest. All
                        prepaid bookings, rentals, rental deposits and other deposits paid to Seller prior to
                        the Closing shall be credited to Everest. Seller shall, throughout the pendency of
                        the escrow, maintain its normal and customary levels of inventories and supplies
                        and, at the Closing, Everest shall receive an appropriate credit to the extent such
                        inventories are below the normal and customary levels maintained by Seller for
                        the month in which the Closing occurs. Everest shall not be charged for any
                        excess levels of inventories or supplies. Seller shall be solely responsible for all
                        accrued vacation and holiday wages and related payroll expenses, severance pay
                        and any employee pension plan withdrawal liability, if any.

             10.        Labor Matters.        Seller shall be solely responsible for compliance with all
                        applicable labor laws and shall provide all necessary notice and payments
                        required. Prior to the Closing, to the extent required by law or by employment
                        policies or contracts, Seller shall give written notice to all employees of the
                        Property employed by Seller advising them of the prospective sale and
                        terminating their employment as of the Closing. Seller shall be and shall remain
                        fully liable for all payroll expenses, severance pay, unfair labor practice claims,
                        employment discrimination charges, and other employee claims relating to any
                        period prior to the Closing.

             11.        Title Insurance. At the Closing, Seller shall cause the Escrow Agent, or its
                        affiliated title insurer(s), to issue to Everest an ALTA (form B-1970) extended
                        coverage owner’s policy(s) of title insurance insuring Everest’s ownership of the
                        improvements and other matters as may be approved by Everest.
Mr. William B. Murney
5/26/2011, Page 4




              12.       Escrow Agent. Everest and Seller shall appoint a mutually acceptable title
                        insurance company to serve as Escrow Agent for the purpose of facilitating the
                        transactions contemplated by this letter of intent.

              13.       Risk of loss. In the event of any material damage or change to the Property prior
                        to the Closing, or in the event of taking or a condemnation of any portion of the
                        Property prior to the Closing, Everest shall have the right to terminate its
                        obligation to purchase the Property, in which event the earnest money deposit
                        shall be returned to Everest.

If this letter of intent outlines acceptable terms of purchase, please execute below and cause a copy to be
returned to me. Upon execution, we will await the Seller’s counsel’s preparation of a draft purchase
agreement for our review. We look forward to beginning work on the project.

Sincerely,
EVEREST CAPITAL, LLC


C. Joseph Blackbourn
Managing Member

SELLER


By:_____________________________________
Its:_____________________________________
Date:____________________________________

cc: David Lansky, Esq.

				
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