Exhibit 10.v
RENEWED, AMENDED AND RESTATED
SECURED PROMISSORY NOTE
[Florida]
$300,000.00 February 12, 2003
Atlanta, Georgia
WHEREAS, Ridgewood Hotels, Inc., a Delaware corporation ("Ridgewood")
issued to Louisville Hotel, L.P., a Delaware limited partnership ("Louisville")
that certain Secured Promissory Note (Florida) dated September 30, 1999 in the
principal amount of $300,000 (the "Original Note");
WHEREAS, Ridgewood and Louisville have agreed to renew, amend and restate
the Original Note as more particularly set forth herein.
NOW, THEREFORE, the Original Note is hereby renewed, amended and restated
as follows:
FOR VALUE RECEIVED, RIDGEWOOD HOTELS, INC., a Delaware corporation
("Maker"), hereby promises to pay to LOUISVILLE HOTEL, L.P., a Delaware limited
partnership ("Holder"), or order, at One North Clematis Street, Suite 305, West
Palm Beach, FL 33401, the principal amount of Three Hundred Thousand Dollars
($300,000.00), with interest on such amount until paid, at the rate set forth
below and payable as follows:
1. Interest Rate
The amount of outstanding principal shall bear interest at the rate of
thirteen percent (13%) per annum from October 1, 1999 through February 12, 2003,
and at the rate of ten percent (10%) per annum from and after February 12, 2003;
provided, however, that if there is an Event of Default with respect to any
monetary obligation then for so long as such Event of Default continues the
outstanding principal shall bear interest at the rate of fifteen percent (15%).
Interest shall be calculated on the basis of a 365-day year.
2. Term
Principal, together with any and all accrued and unpaid interest, shall be
due and payable in quarterly installments in the amount of $50,000 with the
first such installment due on July 1, 2004 and subsequent installments due on
the first day of each October, January, April and July thereafter until such
time as the principal and all accrued and unpaid interest have been paid in
full; provided, however, that Maker's obligations to make such principal and
interest payments are limited by the provisions of paragraph 19 hereof.
3. Payment
Interest only shall be payable in monthly installments in arrears and
interest payments for each month shall be due on the fifteenth (15th) day of
each following month beginning on February 15, 2003, and continuing until the
date on which the final principal payment is due, on
which date the amount equal to the remaining outstanding principal balance,
together with accrued and unpaid interest, shall be due and payable.
Any payment hereunder shall be applied first to the payment of costs and
charges of collection, if any, then to accrued interest, and the balance, if
any, shall be then applied to reduction of principal. Principal and interest are
payable in lawful money of the United States of America.
4. Late Payment
Maker agrees that if on or after February 12, 2003 for any reason it fails
to make any of the monthly or quarterly payments required herein, within five
(5) days after the due date, Holder shall be entitled to damages for the
detriment caused thereby, the extent of which damages are extremely difficult
and impractical to ascertain. Maker therefore agrees that a sum equal to five
percent (5%) of such delinquent payment is a reasonable estimate of such damages
and Maker agrees to pay such sum upon demand by Holder. Acceptance of such late
charge by the Holder shall in no event constitute a waiver of Maker's default
with respect to such overdue amount nor prevent the Holder from exercising any
of the other rights and remedies granted hereunder.
5. Security Agreement
This Note is secured by the Mortgage, Assignment of Rents and Security
Agreement from Ridgewood to Louisville recorded October 18, 1999 in Official
Records Book 3741, page 1746, as corrected by that certain Corrected and Amended
and Recorded Mortgage, Assignment of Rents and Security Agreement filed in
Official Records Book 3789, page 924, as modified by the Partial Release of
Mortgage filed in Official Records Book 3789, page 940 between the parties (the
"Security Agreement") with respect to certain land located in Seminole County,
Florida as more fully described in the Security Agreement (the "Property") and
by that Certain Membership Interest Security Agreement between Ridgewood Hotels,
Inc. and Louisville Hotel L.P. dated as of September 30, 1999 as amended (the
"Membership Interest Agreement"). All references to the Official Records Book
are references to the public records of Seminole County, Florida.
6. Default/Acceleration
If any one or more of the following events shall occur (hereinafter called an
"Event of Default"), namely: (i) default shall be made in the payment of any
installment hereunder, when due which is not cured within any applicable cure
period; or (ii) Maker shall become insolvent, or shall be unable to pay its
debts as they mature; or shall admit in writing its inability to pay its debts
as they mature; or shall make an assignment for the benefit of its creditors; or
shall file or commence or have filed or commenced against it any proceeding for
any relief under any bankruptcy or insolvency law or any law or laws relating to
the relief of debtors, readjustment of indebtedness, reorganizations,
compositions or extensions, or a receiver or trustee shall be appointed for the
undersigned; or (iii) there shall be a material adverse change in the financial
condition of Maker as compared to its financial condition as of the date hereof
or (iv) an event of default shall exist under the Security Agreement or the
Membership Interest Agreement which is not cured within any applicable cure
period; or (v) there is an Event of Default under that certain
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Amended and Restated Promissory Note between Maker and Holder dated of even date
herewith in the principal amount of $933,000 (vi) Maker shall fail to comply
with any other provision of this Note; or (vii) any representation or warranty
made herein or in the Security Agreement shall be false in any material respect;
or and with respect to each of the foregoing, in the case of any monetary
obligation, the same shall not be paid within five (5) days of written notice of
such failure by Holder to Maker, and in the case of any non-monetary obligation
which is curable, the same shall not be cured within twenty (20) days of written
notice of such failure by Holder to Maker (provided that if a cure period is
provided in the Security Agreement or Membership Interest Agreement, such cure
period shall control with respect to defaults under such agreement, and the cure
period provided herein shall not apply with respect thereto), THEN, upon the
occurrence of any such Event of Default, or upon the expiration of the term of
this Note, Holder at its election, and without presentment, demand, notice of
any kind, all of which are expressly waived by Maker, may declare the entire
outstanding balance of principal and interest thereon immediately due and
payable, together with all costs of collection, including attorneys' fees, or
may exercise upon or enforce its rights to its collateral, as may be set forth
in the Security Agreement or otherwise.
7. No Waiver By Holder
The acceptance by Holder of any payment under this Note after the date
such payment is due, or the failure to declare an Event of Default as herein
provided, shall not constitute a waiver of any of the terms of this Note or the
right to require the prompt payment when due of future or succeeding payments or
to declare an Event of Default for any failure to so pay or for any other
default. The acceptance by Holder of a payment of a portion of any installment
at any time that such installment is due in full shall not cure or excuse the
default caused by the failure to pay such installment in full and shall not
constitute a waiver of the right to require full payment when due of all future
or succeeding installments.
8. Attorneys' Fees And Costs
In the event Holder takes any action to enforce any provision of this
Note, either through legal proceedings or otherwise, Maker promises to
immediately reimburse Holder for reasonable attorneys' fees and all other costs
and expenses so incurred. Maker shall also reimburse Holder for all reasonable
attorneys' fees and costs reasonably incurred in the representation of Holder in
any bankruptcy, insolvency, reorganization or other debtor-relief proceeding of
or relating to Maker or any security for the obligations hereunder, or for any
action to enforce any judgment rendered hereon or relating to enforcement
hereof.
9. Waivers
The Maker, endorsers, guarantors and sureties of this Note hereby waive
diligence, demand, presentment, notice of non-payment, protest and notice of
protest; expressly agree that this Note, or any payment hereunder, may be
renewed, modified or extended from time to time and at any time; and consent to
the acceptance or release of security for this Note or the release of any party
or guarantor, all without in any way affecting their liability and waive the
right to plead any and all statutes of limitations as a defense to any demand on
this Note, or on any guaranty thereof, or to any agreement to pay the same to
the full extent permissible by law.
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10. Maximum Interest
In no event whatsoever shall the amount paid, or agreed to be paid, to
Holder for the use, forbearance or detention of money to be loaned hereunder or
otherwise, for the performance or payment of any covenant or obligation
contained herein, exceed the maximum amount permissible under applicable law. If
from any circum-stance whatsoever fulfillment of any provision hereof exceeds
the limit of validity prescribed by law, then, ipso facto, the obligation to be
fulfilled shall be reduced to the limit of such validity, and if from any such
circumstance Holder shall ever receive as interest under this Note or otherwise
an amount that would exceed the highest lawful rate, such amount that would be
excessive interest shall be applied to the reduction of the principal amount
owing hereunder and not to the payment of interest, or if such excessive
interest exceeds the unpaid balance of principal, such excess shall be refunded
to Maker.
11. Prepayment
Maker may prepay this Note in full or in part at any time without
prepayment charge; provided that any partial prepayments of principal shall be
in an amount not less than $50,000. No partial prepayment shall release Maker
from thereafter tendering all regular scheduled monthly payments required herein
until the Note is paid in full.
12. Notices
Any notice which a party is required or may desire to give the other shall
be in writing and may be sent by personal delivery or by mail (either (i) by
United States registered or certified mail, return receipt requested, postage
prepaid, or (ii) by Federal Express or similar generally recognized overnight
carrier regularly providing proof of delivery), addressed as follows (subject to
the right of a party to designate a different address for itself by notice
similarly given):
To Maker: Ridgewood Hotels, Inc.
100 Rue Charlemagne
Braselton, GA 30517
Attn: Mr. Henk Evers
Telephone: (678) 425-9000
Facsimile: (678) 425-6913
To Holder: Louisville Hotel, L.P.
c/o Sterling USA, Inc.
One North Clematis Street - Suite 305
West Palm Beach, FL 33401
Attn: David Kosoy
Telephone: (561) 835-1810
Facsimile: (561) 835-4118
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Any notice so given by mail shall be deemed to have been given as of delivery
(whether accepted or refused) established by U.S. Post Office return receipt or
the overnight carrier's proof of delivery, as the case may be. Any such notice
not so give shall be deemed given upon receipt of the same by the party to whom
the same is to be given.
Maker hereby designates The Corporate Trust Company, whose address is 1209
Orange Street, Wilmington, Delaware 19801, as the Maker's agent for receipt of
service of process in any action filed or instituted by Holder in respect of
this Note or the Security Agreement or any other document, instrument or
agreement evidencing, securing or in any way related to the indebtedness
evidence by this Note.
13. Additional Representations, Warranties and Covenants
Maker is a corporation formed and incorporated under the laws of the State
of Delaware. The principal place of business and chief executive office of Maker
is located at the address for notice to such party as set forth herein.
Maker shall, from time to time, promptly execute and deliver all further
instruments and documents and take all further action that may be reasonably
necessary or desirable or that Holder may request, in order to effectuate the
provisions of this Note.
In the event that Maker ceases to be a public company, then after such
date Maker shall provide to Holder (i) within 45 days of the end of each fiscal
quarter, copies of unaudited financial statements and (ii) within 90 days of the
end of Maker's fiscal year copies of Maker's audited financial statements.
Holder agrees that any such financial statements provided to Holder shall be
considered confidential information of Maker and shall not be disclosed by
Holder to any third party.
14. Miscellaneous
The terms of this Note shall inure to the benefit of and bind the parties
hereto and their successors and assigns. As used herein the term "Maker" shall
include the undersigned Maker and any other person or entity who may
subsequently become liable for the payment hereof.
The term of this Note shall inure to the benefit of and bind Maker and Holder
and their successors and assigns. The term "Holder" shall include the named
Holder as well as any other person or entity to whom this Note or any interest
in this Note is conveyed, transferred or assigned. Each person signing this Note
on behalf of Maker represents and warrants that he has full authority to do so
and that this Note binds Maker.
15. Time of Essence
It is agreed that time is of the essence as to every term, condition and
provision of this Note.
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16. Severability
Every provision hereof is intended to be several and if any provision is
determined by a court of competent jurisdiction to be illegal, invalid or
unenforceable, such illegality, invalidity or unenforceability shall not affect
the other provisions hereof, which shall remain binding and enforceable.
17. Modification
This Note may not be changed or modified orally, nor may any right or
provision hereof be waived orally, but in each instance only by an instrument in
writing signed by the party against which enforcement of such change,
modification or waiver is sought.
18. Remedies Cumulative
Each and every right, remedy and power hereby granted to Holder or allowed
it by law or other agreement shall be cumulative and not exclusive and may be
exercised by Holder from time to time.
19. Transfer of Property
If Maker establishes Legal Access (as defined herein) to the Property at
any time prior to July 1, 2004, then Maker shall, at its option, either (i) pay
an amount equal to all remaining outstanding principal hereunder plus any
accrued but unpaid interest thereon or (ii) convey to Holder (or such other
entity as Holder designates in writing prior to such conveyance) good and
marketable title to the Property subject only to this Note and the Permitted
Title Exceptions shown on Exhibit A hereto and those matters set forth on that
certain ALTA/ACSM Land Title Survey of the Property by Benchmark Surveying &
Mapping Consultants, Inc. dated October 25, 2003. The closing of the conveyance
(the "Closing") shall take place on the third business day following Holder's
receipt of documentation from Maker establishing, to the Holder's reasonable
satisfaction, Legal Access to the Property. At the Closing, (i) Maker shall
convey to Holder (or its designated entity) the Property by Special Warranty
Deed in the form attached hereto as Exhibit B, (ii) Maker shall deliver to
Holder (or its designated entity) a certificate and affidavit with respect to
Section 1445 of the Internal Revenue Code in the form attached as Exhibit C and
an Owner's Affidavit in the form attached as Exhibit D, (ii) Holder shall accept
(or shall cause its designee to accept) such conveyance and deliveries, shall
release Maker from any liability under this Note and shall execute and deliver
to Maker a Release in the Form attached hereto as Exhibit E, and (iii) real
estate taxes with respect to the then current year shall be prorated as of the
Closing with Maker receiving a credit for any such taxes paid in advance or
Holder (or its designee) receiving a credit for the period prior to the Closing
for which such taxes have not been paid. For purposes of this Note, Legal Access
shall mean (a) that there is (1) access to the Property from an existing public
right-of-way such that Chicago Title Insurance Company ("Chicago Title") further
endorses the Title Commitment No. 100204379 issued by Chicago Title dated
October 28, 2002 to remove exception number 11 from Endorsement No. 2 to such
Title Commitment (or such that another nationally recognized title company
issues a title commitment without any similar exception relating to access to
the Property) and (2) direct unimpeded access to the Property from a public
roadway by a properly recorded grant of
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easement providing for the perpetual right in favor of the Owner(s), from time
to time, of the Property, and its (or their respective) successors, assigns and
lessees to access the Property from such public roadway and such access easement
is sufficient in size and configuration to allow pedestrian and vehicular
traffic (including automobiles and full size trucks) or (b) such other access as
is reasonably acceptable to Holder. If Maker establishes Legal Access after July
1, 2004, Maker may, but shall not be obligated to, convey the Property to Holder
(or its designated entity) on the terms set forth above.
Upon and after the conveyance of the Property as set forth herein, and
notwithstanding any other provision of this Note or the Security Agreement,
Maker shall not be personally liable for the payment of the principal sum or any
interest due or any other amount under this Note, and Holder agrees that in no
event shall any monetary deficiency judgment for such amount be sought or
secured against Maker for the payment of sums due hereunder.
20. Governing Law
This Note shall be governed by and construed under the laws of the State
of Delaware.
21. Waiver of Jury Trial
Maker and Holder, to the fullest extend permitted by law, each hereby
waives all right to a trial by jury in any action or proceeding arising out of
this Note.
[Signature page follows]
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This RENEWED, AMENDED AND RESTATED SECURED PROMISSORY NOTE renews, amends
and restates the Original Note (the original of which is attached hereto) and
Holder's acceptance of this Renewed, Amended and Restated Secured Promissory
Note constitutes Holder's agreement to the terms set forth herein.
MAKER:
RIDGEWOOD HOTELS, INC.,
a Delaware corporation
By:_____________________________________
Its:____________________________________
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EXHIBIT "A"
1. Taxes, special taxes and assessments for the current year which are liens
not yet due and payable.
2. Easement from Longwood Inn, Inc. to Florida Power Corporation filed in
Official Records Book 1013, Page 187, Public Records of Seminole County,
Florida.
3. Easement by and among Overstreet Investment Company, ABE Kamenoff, Phyllis
Kamenoff and Standard Oil Company, filed in Official Records Book 839,
Page 163, aforesaid records.
4. Distribution Easement from Ridgewood Properties, Inc. to Florida Power
Corporation, filed in Official Records book 1893, Page 1208, aforesaid
records.
5. Easement from ABE Kamenoff and Phyllis Kamenoff to Seminole County,
Florida filed in Official Records Book 530, Page 662, aforesaid records.
6. Grant of License from Ridgewood Properties, Inc. to Sanlando Utilities
Corporation, filed in Official Records Book 1974, Page 1827, aforesaid
records.
7. Agreement by and between CMEI, Inc. and William J. Goodman, filed in
Official Records Book 1266, Page 997, aforesaid records.
8. Consent to Encroachments by and between Ridgewood Properties, Inc. and
Ridgewood Orlando, Inc., filed in Official Records Book 2935, Page 615,
aforesaid records (see Quitclaim Deed filed in Official Records Book 1387,
Page 866, Warranty Deed filed in Official Records Book 1695, Page 589,
Warranty Deed filed in Official Records Book 2106, Page 350, Special
Warranty Deed filed in Official Records Book 2935, Page 531, Corrective
Special Warranty Deed filed in Official Records Book 3863, Page 793 and
Special Warranty Deed filed in Official Records Book 3863, Page 797,
aforesaid records).
9. Any claim that any portion of said lands are sovereign lands of the State
of Florida, including submerged, filled or artificially exposed lands and
lands accreted to such lands.
10. Mortgage, Assignment of Rents and Security Agreement from Ridgewood
Hotels, Inc. to Louisville Hotels, L.P., recorded October 18, 1999 in
Official Records Book 3741, Page 1746, aforesaid records; as affected by
Partial Release of Mortgage filed in Official Records Book 3789, Page 940,
aforesaid records; and as affected by Corrected and Amended and Rerecorded
Mortgage, Assignment of Rents and Security Agreement filed in Official
Records Book 3789, Page 924, aforesaid records.
A-1
11. Financing Statement from Ridgewood Hotels, Inc., debtor, and Louisville
Hotel, L.P., secured party, recorded January 20, 2000 in Official Records
Book 3789, Page 946, aforesaid records.
12. Financing Statement from Ridgewood Hotels, Inc., debtor, and Louisville
Hotel, L.P., secured party, recorded January 20, 2000 in Official Records
Book 3789, Page 949, aforesaid records.
13. Any and all matters which would be disclosed by a current and accurate
survey of the subject property.
A-2
EXHIBIT "B"
Tax Parcel No. 02-21-29-300-005B-0000
Prepared by:
David G. Thunhorst, Esq.
Rogers & Hardin LLP
229 Peachtree Street, N.E.
Suite 2700
Atlanta, Georgia 30303
After recording, please return to:
__________________________________
__________________________________
__________________________________
SPECIAL WARRANTY DEED
THIS INDENTURE, made as of this ____ day of ______________, 200___,
between RIDGEWOOD HOTELS, INC. formerly known as RIDGEWOOD PROPERTIES, INC., a
Delaware corporation, whose address is 100 Rue Charlemagne, Braselton, Georgia
30517 (hereinafter referred to as "Grantor"), and SC LONGWOOD LAND, LLC, a
Florida limited liability company (Taxpayer I.D. No. _________________), whose
address is One North Clematis Street, Suite 305, West Palm Beach, Florida 33401.
(Whenever used herein the terms "Grantor" and "Grantee" include the
parties to this Instrument and the heirs, legal representatives and assigns of
individuals, and the successors and assigns of trustees, partnerships and
corporations.)
W I T N E S S E T H:
That Grantor, for and in consideration of the sum of Ten Dollars ($10.00)
and other valuable considerations, the receipt and sufficiency of which is
hereby acknowledged, hereby grants, bargains, sells, aliens, remises, releases,
conveys and confirms unto Grantee, its successors and assigns, all of Grantor's
right, title and interest in and to that certain real property situate, lying
and being in Seminole County, Florida (hereinafter referred to as the
"Property"), and being more particularly described in Exhibit "A" attached
hereto and made a part hereof, subject to all taxes and other assessments,
reservations in patents and all easements, rights-of-way, encumbrances, liens,
covenants, conditions, restrictions, obligations and liabilities as may appear
of record, including but not limited to those items more particularly described
in Exhibit "B" attached hereto and made a part hereof.
B-1
TOGETHER with all of the tenements, hereditaments and appurtenances
thereto belonging or in anywise appertaining.
TO HAVE AND TO HOLD the same in fee simple forever.
AND Grantor hereby covenants with Grantee that Grantor is lawfully seized
of the Property in fee simple; that Grantor has good right and lawful authority
to sell and convey the Property, and hereby fully warrants the title to the
Property and will defend the same against the lawful claims of all persons
claiming by, through or under Grantor, but against no others.
IN WITNESS WHEREOF, Grantor has caused this instrument to be executed in
its name by its corporate officer thereunto duly authorized, has caused its
corporate seal to be hereunto affixed and has intended this instrument to be and
become effective as of the day and year first above written.
Signed, sealed and delivered RIDGEWOOD HOTELS, INC., a Delaware
in the presence of: corporation
______________________________ By:_____________________________________
Print Name:___________________ Henk Evers, President
[CORPORATE SEAL]
______________________________
Print Name:___________________
STATE OF GEORGIA
COUNTY OF ____________
The foregoing instrument was acknowledged before me this ____ day of
____________, 200___, by Henk Evers, President of Ridgewood Hotels, Inc.,
Delaware corporation, on behalf of the corporation. Said person (check one) |_|
is personally known to me, |_| produced a driver's license (issued by a state of
the United States within the last five (5) years) as identification, or |_|
produced other identification, to wit:___________________________________.
________________________________________
Notary Public, State of ________________
Name:___________________________________
My Commission Expires:__________________
My Commission Number is: _______________
B-2
Exhibit "A" to Special Warranty Deed
All that certain parcel of land lying and being in the County of Seminole and
State of Florida, being more particularly described as follows:
Beginning at the NW corner of the NW 1/4 of the NE 1/4 of the SW 1/4 of Section
2, Township 21 South, Range 29 East; thence North 00 degrees 14 minutes 19
seconds West 180.52 feet; thence North 00 degrees 12 minutes 19 seconds West
498.38 feet to the TRUE POINT OF BEGINNING; thence North 00 degrees 12 minutes
19 seconds West 100.00 feet to a point on the southeasterly right of way line of
the Atlantic Coast Line Railroad; thence North 34 degrees 31 minutes 40 seconds
East 525.04 feet; thence South 89 degrees 53 minutes 46 seconds East 165.38 feet
to a point on the curve in the westerly right of way line of Interstate Highway
4 said curve being concave to the NE; thence southerly along the arc of said
curve having a radius of 3014 feet and a central angle of 06 degrees 12 minutes
32 seconds a distance of 321.71 feet to a point on a line tangent to said curve;
thence South 10 degrees 01 minutes 51 seconds West along said tangent and the
westerly Interstate Highway 4 right of way 93.32 feet; thence South 89 degrees
44 minutes 14 seconds West 245.00 feet; thence South 00 degrees 15 minutes 46
seconds East 45.00 feet; thence South 58 degrees 53 minutes 58 seconds West
148.74 feet to the TRUE POINT OF BEGINNING.
B-3
Exhibit "B" to Special Warranty Deed
1. Taxes, special taxes and assessments for the current year which are liens
not yet due and payable.
2. Easement from Longwood Inn, Inc. to Florida Power Corporation filed in
Official Records Book 1013, Page 187, Public Records of Seminole County,
Florida.
3. Easement by and among Overstreet Investment Company, ABE Kamenoff, Phyllis
Kamenoff and Standard Oil Company, filed in Official Records Book 839,
Page 163, aforesaid records.
4. Distribution Easement from Ridgewood Properties, Inc. to Florida Power
Corporation, filed in Official Records book 1893, Page 1208, aforesaid
records.
5. Easement from ABE Kamenoff and Phyllis Kamenoff to Seminole County,
Florida filed in Official Records Book 530, Page 662, aforesaid records.
6. Grant of License from Ridgewood Properties, Inc. to Sanlando Utilities
Corporation, filed in Official Records Book 1974, Page 1827, aforesaid
records.
7. Agreement by and between CMEI, Inc. and William J. Goodman, filed in
Official Records Book 1266, Page 997, aforesaid records.
8. Consent to Encroachments by and between Ridgewood Properties, Inc. and
Ridgewood Orlando, Inc., filed in Official Records Book 2935, Page 615,
aforesaid records (see Quitclaim Deed filed in Official Records Book 1387,
Page 866, Warranty Deed filed in Official Records Book 1695, Page 589,
Warranty Deed filed in Official Records Book 2106, Page 350, Special
Warranty Deed filed in Official Records Book 2935, Page 531, Corrective
Special Warranty Deed filed in Official Records Book 3863, Page 793 and
Special Warranty Deed filed in Official Records Book 3863, Page 797,
aforesaid records).
9. Any claim that any portion of said lands are sovereign lands of the State
of Florida, including submerged, filled or artificially exposed lands and
lands accreted to such lands.
10. Mortgage, Assignment of Rents and Security Agreement from Ridgewood
Hotels, Inc. to Louisville Hotels, L.P., recorded October 18, 1999 in
Official Records Book 3741, Page 1746, aforesaid records; as affected by
Partial Release of Mortgage filed in Official Records Book 3789, Page 940,
aforesaid records; and as affected by Corrected and Amended and Rerecorded
Mortgage, Assignment of Rents and Security Agreement filed in Official
Records Book 3789, Page 924, aforesaid records.
B-4
11. Financing Statement from Ridgewood Hotels, Inc., debtor, and Louisville
Hotel, L.P., secured party, recorded January 20, 2000 in Official Records
Book 3789, Page 946, aforesaid records.
12. Financing Statement from Ridgewood Hotels, Inc., debtor, and Louisville
Hotel, L.P., secured party, recorded January 20, 2000 in Official Records
Book 3789, Page 949, aforesaid records.
13. Any and all matters which would be disclosed by a current and accurate
survey of the subject property.
B-5
EXHIBIT "C"
STATE OF GEORGIA
COUNTY OF __________
CERTIFICATE AND AFFIDAVIT FOR SALE OF
UNITED STATES REAL PROPERTY BY ENTITY
(Florida Property)
Section 1445 of the Internal Revenue Code provides that a transferee of a
United States real property interest must withhold tax if the transferor is a
foreign person. To inform the transferee that withholding of tax is not required
upon the disposition of a United States real property interest by Ridgewood
Hotels, Inc., a Delaware corporation (hereinafter "Transferor") (said real
property interest being more particularly described in Exhibit "A" attached
hereto and made a part hereof), the undersigned, being duly authorized, hereby
certifies and states on oath the following to SC Longwood Land, LLC, a Florida
limited liability company, on behalf of Transferor:
1. Transferor is not a foreign corporation, foreign partnership, foreign
trust, or foreign estate (as those terms are defined in the Internal Revenue
Code and Income Tax Regulations);
2. Transferor's United States employer identification number is
58-1656330; and
3. Transferor's office address is 1106 Highway 124, Hoschton, Georgia
30548.
Transferor understands that this certification may be disclosed to the
Internal Revenue Service by the Transferee and that any false statement
contained herein could be punished by fine, imprisonment, or both.
Under penalties of perjury, I declare that I have examined this
certification and that to the best of my knowledge and belief it is true,
correct, and complete, and I further declare that I have authority to sign this
document on behalf of Transferor as President.
Sworn to and subscribed before me
this _____ day of ________, 2002.
_____________________________ ________________________________________
Notary Public Henk Evers
My Commission Expires:
_____________________________
[NOTARIAL SEAL]
C-1
Exhibit "A" to Certificate of Affidavit
All that certain parcel of land lying and being in the County of Seminole and
State of Florida, being more particularly described as follows:
Beginning at the NW corner of the NW 1/4 of the NE 1/4 of the SW 1/4 of Section
2, Township 21 South, Range 29 East; thence North 00 degrees 14 minutes 19
seconds West 180.52 feet; thence North 00 degrees 12 minutes 19 seconds West
498.38 feet to the TRUE POINT OF BEGINNING; thence North 00 degrees 12 minutes
19 seconds West 100.00 feet to a point on the southeasterly right of way line of
the Atlantic Coast Line Railroad; thence North 34 degrees 31 minutes 40 seconds
East 525.04 feet; thence South 89 degrees 53 minutes 46 seconds East 165.38 feet
to a point on the curve in the westerly right of way line of Interstate Highway
4 said curve being concave to the NE; thence southerly along the arc of said
curve having a radius of 3014 feet and a central angle of 06 degrees 12 minutes
32 seconds a distance of 321.71 feet to a point on a line tangent to said curve;
thence South 10 degrees 01 minutes 51 seconds West along said tangent and the
westerly Interstate Highway 4 right of way 93.32 feet; thence South 89 degrees
44 minutes 14 seconds West 245.00 feet; thence South 00 degrees 15 minutes 46
seconds East 45.00 feet; thence South 58 degrees 53 minutes 58 seconds West
148.74 feet to the TRUE POINT OF BEGINNING.
C-2
EXHIBIT "D"
OWNER'S AFFIDAVIT
(Florida Property)
STATE OF GEORGIA ) SS:
COUNTY OF ___________ )
The undersigned, Henk Evers (hereinafter the "Affiant"), being duly sworn
according to law, deposes and says as follows:
1. Affiant is the President of Ridgewood Hotels, Inc. formerly known as
Ridgewood Properties, Inc., a Delaware corporation, hereinafter the
"Company", that Affiant has personal knowledge of the facts that are
sworn to in this affidavit, and Affiant is fully authorized and
qualified to make this affidavit;
2. That the Company is the owner of the land described on Exhibit "A"
attached hereto and made a part hereof by this reference
(hereinafter the "Property");
3. That there are no unpaid bills incurred by the Company for work
performed upon or materials delivered to the Property for the
construction or improvement of the Property during the past twelve
(12) months arising by, through or under the Company;
4. Except as shown on Exhibit "B" attached hereto and made a part
hereof, the Company is in exclusive undisturbed possession of the
Property and no other person has possession or any right to
possession of the Property or any interest therein arising by,
through or under the Company, but not otherwise, including oil, gas
or other minerals, and there are no unrecorded tenancies, leases or
other occupancies on the Property except as shown on Exhibit "B";
5. Except as shown on Exhibit "B", there are no financing statements,
chattel mortgages, conditional bills of sale or retention of title
agreements affecting any fixtures located on the Property arising
by, through or under the Company, but not otherwise;
6. Except as shown on Exhibit "B", there are no unrecorded easements or
claims of easement arising by, through or under the Company, but not
otherwise; and no contracts, options or rights to purchase other
than in the transaction for which this affidavit is given arising
by, through or under the Company;
7. Except as shown on Exhibit "B", there are no unrecorded judgments,
liens, mortgages, or other claims against the Property arising by,
through or under the Company or against the Company which would
attach as a lien against the Property;
D-1
8. That no proceeding in bankruptcy has ever been instituted by or
against the Company, nor has the Company ever made an assignment for
the benefit of creditors;
9. That to the best of Company's knowledge, there is no action or
proceeding relating to the Property in any state or federal court of
the United States nor any state or federal judgment or any federal
lien of any kind or nature whatever which now constitutes a lien or
charge upon the Property;
10. That the Company has not entered into any agreement with any real
estate broker for payment of a real estate commission or fees
relating to the purchase, sale, management, leasing or other
services in connection with the Property; and
11. That to the best of Company's knowledge, there are no unpaid taxes,
special assessments or assessments of any nature, whether imposed by
governmental or private authority, against said Property.
This affidavit is given to induce Chicago Title Insurance Company to issue
its policy of title insurance including endorsements knowing full well that it
will rely upon the accuracy of same.
The Company agrees to indemnify Chicago Title Insurance Company against
any loss occasioned by the inaccuracy of any of the statements listed above and
any cost, expense or liability, including attorney's fees, arising from
enforcement of this indemnification. The Company agrees to indemnify Chicago
Title Insurance Company and agreed to hold Chicago Title Insurance Company
harmless against any loss, claim, cost, damage or expense, including reasonable
attorneys' fees, which it may sustain, suffer or incur by reason of defects,
liens, encumbrances, adverse claims or other matters attaching or created
subsequent to [effective date of title commitment] and prior to recordation of
the Limited Warranty Deed conveying title to the Property.
Sworn to and subscribed before me
this ____ day of __________, 200__.
_______________________________ ________________________________________
Notary Public Henk Evers
[NOTARY SEAL]
My commission expires:
_______________________________
D-2
Exhibit "A" to Owner's Affidavit
All that certain parcel of land lying and being in the County of Seminole and
State of Florida, being more particularly described as follows:
Beginning at the NW corner of the NW 1/4 of the NE 1/4 of the SW 1/4 of Section
2, Township 21 South, Range 29 East; thence North 00 degrees 14 minutes 19
seconds West 180.52 feet; thence North 00 degrees 12 minutes 19 seconds West
498.38 feet to the TRUE POINT OF BEGINNING; thence North 00 degrees 12 minutes
19 seconds West 100.00 feet to a point on the southeasterly right of way line of
the Atlantic Coast Line Railroad; thence North 34 degrees 31 minutes 40 seconds
East 525.04 feet; thence South 89 degrees 53 minutes 46 seconds East 165.38 feet
to a point on the curve in the westerly right of way line of Interstate Highway
4 said curve being concave to the NE; thence southerly along the arc of said
curve having a radius of 3014 feet and a central angle of 06 degrees 12 minutes
32 seconds a distance of 321.71 feet to a point on a line tangent to said curve;
thence South 10 degrees 01 minutes 51 seconds West along said tangent and the
westerly Interstate Highway 4 right of way 93.32 feet; thence South 89 degrees
44 minutes 14 seconds West 245.00 feet; thence South 00 degrees 15 minutes 46
seconds East 45.00 feet; thence South 58 degrees 53 minutes 58 seconds West
148.74 feet to the TRUE POINT OF BEGINNING.
D-3
Exhibit "B" to Owner's Affidavit
1. Taxes, special taxes and assessments for the current year which are liens
not yet due and payable.
2. Easement from Longwood Inn, Inc. to Florida Power Corporation filed in
Official Records Book 1013, Page 187, Public Records of Seminole County,
Florida.
3. Easement by and among Overstreet Investment Company, ABE Kamenoff, Phyllis
Kamenoff and Standard Oil Company, filed in Official Records Book 839,
Page 163, aforesaid records.
4. Distribution Easement from Ridgewood Properties, Inc. to Florida Power
Corporation, filed in Official Records book 1893, Page 1208, aforesaid
records.
5. Easement from ABE Kamenoff and Phyllis Kamenoff to Seminole County,
Florida filed in Official Records Book 530, Page 662, aforesaid records.
6. Grant of License from Ridgewood Properties, Inc. to Sanlando Utilities
Corporation, filed in Official Records Book 1974, Page 1827, aforesaid
records.
7. Agreement by and between CMEI, Inc. and William J. Goodman, filed in
Official Records Book 1266, Page 997, aforesaid records.
8. Consent to Encroachments by and between Ridgewood Properties, Inc. and
Ridgewood Orlando, Inc., filed in Official Records Book 2935, Page 615,
aforesaid records (see Quitclaim Deed filed in Official Records Book 1387,
Page 866, Warranty Deed filed in Official Records Book 1695, Page 589,
Warranty Deed filed in Official Records Book 2106, Page 350, Special
Warranty Deed filed in Official Records Book 2935, Page 531, Corrective
Special Warranty Deed filed in Official Records Book 3863, Page 793 and
Special Warranty Deed filed in Official Records Book 3863, Page 797,
aforesaid records).
9. Any claim that any portion of said lands are sovereign lands of the State
of Florida, including submerged, filled or artificially exposed lands and
lands accreted to such lands.
10. Mortgage, Assignment of Rents and Security Agreement from Ridgewood
Hotels, Inc. to Louisville Hotels, L.P., recorded October 18, 1999 in
Official Records Book 3741, Page 1746, aforesaid records; as affected by
Partial Release of Mortgage filed in Official Records Book 3789, Page 940,
aforesaid records; and as affected by Corrected and Amended and Rerecorded
Mortgage, Assignment of Rents and Security Agreement filed in Official
Records Book 3789, Page 924, aforesaid records.
D-4
11. Financing Statement from Ridgewood Hotels, Inc., debtor, and Louisville
Hotel, L.P., secured party, recorded January 20, 2000 in Official Records
Book 3789, Page 946, aforesaid records.
12. Financing Statement from Ridgewood Hotels, Inc., debtor, and Louisville
Hotel, L.P., secured party, recorded January 20, 2000 in Official Records
Book 3789, Page 949, aforesaid records.
13. Any and all matters which would be disclosed by a current and accurate
survey of the subject property.
D-5
EXHIBIT "E"
Acknowledgement and Release
This Acknowledgment and Release dated as of January __, 2003, is by and
between Ridgewood Hotels, Inc., a Delaware corporation ("Maker"), SC Longwood
Land, LLC, a Florida limited liability company ("Transferee") and Louisville
Hotel, L.P., a Delaware limited partnership ("Louisville").
WHEREAS, Maker issued to Louisville that certain Secured Promissory Note
("Florida") dated September 30, 1999, in the original principal amount of
$300,000 (the Original Note");
WHEREAS, such note has been modified and amended by that certain Renewed,
Amended and Restated Secured Promissory Note as of January 31, 2003 (the
"Restated Note"), a copy of which is attached hereto. The Original Note as
modified and restated by the Restated Note is referred to herein as the "Note";
WHEREAS, the Note is secured by that certain Mortgage Assignment of Rents
and Security Agreement executed by Ridgewood in favor of Louisville (the
"Mortgage") with respect to certain property located in Seminole County, Florida
(the "Property") and originally filed with the Official Records of Seminole
County, Florida on October 18, 1999 (as corrected and modified thereafter);
WHEREAS, contemporaneously herewith, Maker is conveying to Transferee
title to the Property and such Property is being conveyed subject to the
Mortgage;
NOW, THEREFORE, for good a valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree that:
1. Transferee hereby acknowledges and agrees that the Property is conveyed
to Transferee subject to the Note and Mortgage and that Maker shall have no
obligations or liabilities (monetary or otherwise) to Transferee or Louisville
under the Note or Mortgage whether such obligations or liabilities arose prior
to or after the date hereof.
2. Louisville hereby consents to the transfer of the Property to
Transferee subject to the Note and Mortgage and acknowledges and agrees that
Maker (and its affiliates) are hereby released and discharged from any and all
liabilities and obligations under the Note (monetary or otherwise) whether such
obligations or liabilities arose prior to or after the date hereof.
3. Louisville and Transferee further acknowledge and agree that the
Membership Interest Security Agreement between Maker and Louisville has been
amended and does not secure the obligations of Maker under the Note and that the
obligations and liabilities of Maker under the Note are not secured by any
property or assets other than the Mortgage with respect to the Property. 1.
E-1
4. This Acknowledgement and Release releases Maker from any liability
arising out of or relating to the Note. It is not intended to release Maker from
liability, if any, of Maker as a result of Maker's ownership of the Property
prior to the date of transfer. Louisville and Transferee do not have knowledge
of any liability of Maker as a result of Maker's ownership of the Property.
5. This Acknowledgement and Release shall be governed by the laws of the
State of Delaware.
6. This Acknowledgement and Release may be executed by facsimile and in
one or more counterparts and each such counterpart shall constitute one
agreement.
IN WITNESS WHEREOF, this Acknowledgement and Release is executed as of the
date first set forth above.
Ridgewood Hotels, Inc.
By:_____________________________________
Henk Evers, President
SC Longwood Land, LLC, a
Florida limited liability company
By:_____________________________________
Its:_________________________
Louisville Hotel, L.P.
By: Louisville Hotel, Inc., a
Delaware corporation
By:_________________________________
Its:___________________________
E-2