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Mr. Daniel L. Hall <br /> November 24, 1998 <br /> Page 4 <br /> 8. Article VII addresses the Developer's obligation to provide security for its <br /> Guaranty of Tax Increment shortfalls. Although there appears only a Section 7.1, there <br /> is reference within the language of that provision a Section 7.4. Presumably there are <br /> Sections 7.2, 7.3 and 7.4 which I have yet to have an opportunity to review. <br /> 9. Article IX prohibits transfer of the assets of the Developer and Property except in <br /> compliance with certain identified conditions. I have a concern with respect Section 8.2 <br /> which prohibits transfer of an interest in the Property (including Lease), without the prior <br /> written approval of the City. Section 9.2 should be modified to permit-you to lease to an <br /> operating company. In addition, the Developer should be permitted to transfer both its <br /> assets and the Property to another business entity without the consent of the City provided <br /> that (i) the successor is a related entity and fifty percent (50%) or greater common <br /> ownership between the two entities, or (ii) such a transfer occurs by operation of law, or <br /> (iii) the transfer is to immediate family member of a current principle of the Developer, <br /> and in all such events the successor agrees to be bound by the terms of the Development <br /> Agreement and fulfill the obligations undertaken by the Developer therein. <br /> 10. I would suggest that Section 11.1 of the Development Agreement be completed <br /> to permit operation of the Minimum Improvements as a hotel, hospitality, banquet, <br /> convention, interim housing, general business purposes and related uses. <br /> 11. Because this Project required the Developer to acquire adjacent lands the definition <br /> of "Unavoidable Delays" should include the inability of the Developer to acquire such <br /> parcels on terms acceptable to the Developer. <br /> Of course, the Development Agreement needs to be completed with respect to the business and <br /> economic provisions of the Agreement. I would be happy to meet with a representative from the <br /> City and help narrow the issues with respect to the business points. Please give me a call with <br /> your thoughts at your earliest opportunity. <br /> Sincer-• }, <br /> 01) • <br /> Chris . B- .dt <br /> CHB/smp <br />