Via Facsimile 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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