Southwind Development Co Llc Sample Contracts

Southwind Development Co Llc – PURCHASE AND ESCROW AGREEMENT FOR (October 18th, 1999)

1 EXHIBIT 10.3 PRECONSTRUCTION PURCHASE AND ESCROW AGREEMENT FOR BEACHSIDE ALL-SUITES HOTEL, A CONDOMINIUM THIS AGREEMENT is made and entered into by and between Purchaser identified on the signature page hereof (hereafter referred to as "Purchaser") and SOUTHWIND DEVELOPMENT COMPANY, L.L.C., an Alabama limited liability company (hereafter referred to as "Developer"). R E C I T A L S Developer proposes to construct a Condominium known as Beachside All-Suites Hotel, a Condominium, located in Baldwin County, Alabama, more particularly described in the Declaration of Condominium of said Condominium (the "Condominium"). If the Condominium is built, Purchaser desires to purchase a Unit on the terms and conditions stated in this Agreement. IF FEWER THAN 75 HOTEL GUEST UNITS HAVE BEEN SOLD

Southwind Development Co Llc – AMENDMENT TO AGREEMENT AND TO PROMISSORY NOTE (October 18th, 1999)

1 EXHIBIT 10.11 AMENDMENT TO AGREEMENT AND TO PROMISSORY NOTE This amends (a) that certain Agreement between Michael A. DeJusto and M. Katherine DeJusto (collectively "DeJusto") and Southwind Development Company, L.L.C. ("Southwind") (as successor-in-interest to MacQueen Enterprises, Inc.) dated as of March 20, 1998, and (b) that certain Promissory Note from Southwind to DeJusto dated as of April 16, 1998, in the original principal amount of $541,500.00. The parties agree as follows: 1. Should Southwind fail to make any principal or interest payment due under said note within ten (10) days after the day the same becomes due and payable, Southwind shall owe and pay a late charge equal to ten percent (10%) of the amount of the delinquent payment. Further there shall be no partial pre

Southwind Development Co Llc – HOTEL OPERATING AND RENTAL POOL AGREEMENT (October 18th, 1999)

1 Exhibit 10.4 -------------------------------------------------------------------------------- BEACHSIDE SUITES HOTEL, A CONDOMINIUM HOTEL OPERATING AND RENTAL POOL AGREEMENT BY AND AMONG SOUTHWIND DEVELOPMENT COMPANY, L.L.C. AND THE OWNERS OF THE UNITS AND INNISFREE HOTELS, INC. DATED AS OF ________________, 1999 -------------------------------------------------------------------------------- 2 TABLE OF CONTENTS ARTICLE I DEFINITIONS.....................................................................

Southwind Development Co Llc – HOTEL OPERATING AND RENTAL POOL AGREEMENT (June 22nd, 1999)

1 Exhibit 10.4 -------------------------------------------------------------------------------- BEACHSIDE ALL-SUITES HOTEL, A CONDOMINIUM HOTEL OPERATING AND RENTAL POOL AGREEMENT BY AND AMONG SOUTHWIND DEVELOPMENT COMPANY, L.L.C. AND THE OWNERS OF THE UNITS AND INNISFREE HOTELS, INC. DATED AS OF ________________, 1999 -------------------------------------------------------------------------------- 2 TABLE OF CONTENTS ARTICLE I DEFINITIONS....................................................................

Southwind Development Co Llc – PROMISSORY NOTE (May 3rd, 1999)

1 EXHIBIT 10.5 PROMISSORY NOTE $1,800,000.00 April 16, 1998 FOR VALUE RECEIVED, SOUTHWIND DEVELOPMENT COMPANY, L.b.C., an Alabama corporation and JULIAN B. MACQUEEN, (hereinafter referred to as "Borrower") promises to pay to the order of FIRST AMERICAN BANK OF PENSACOLA, N.A., its successors and assigns (referred to herein, together with any other holder hereof, as the "Lender"), at 33 West Garden Street, Pensacola, Florida 32501, or at such other place as the Lender may from time to time designate, the principal sum of ONE MILLION EIGHT HUNDRED THOUSAND DOLLARS AND 00/100 DOLLARS ($1,800,000.00) in lawful money of the United States of America, or so much of that sum as may be advanced under this Note or pursuant to the Loan Agreement (hereinafter defined), together with interest thereon from the date of this Note until t

Southwind Development Co Llc – ASSIGNMENT OF PURCHASE AGREEMENT (May 3rd, 1999)

1 EXHIBIT 10.2 ASSIGNMENT OF PURCHASE AGREEMENT MACQUEEN ENTERPRISES, INC. hereby assigns to SOUTHWIND DEVELOPMENT COMPANY, L.L.C. its rights under that certain agreement with Michael A. DeJusto dated March 20, 1998, and SOUTHWIND DEVELOPMENT COMPANY, L.L.C. hereby assumes all of MACQUEEN ENTERPRISES, INC.'S obligations under said agreement. This assignment is effective as of April 9, 1998. MACQUEEN ENTERPRISES, INC. SOUTHWIND DEVELOPMENT COMPANY, INC. BY: /s/ Julian B. MacQueen BY: /s/ Julian B. MacQueen ----------------------- ---------------------- AS PRESIDENT AS MANAGER

Southwind Development Co Llc – AGREEMENT (May 3rd, 1999)

1 EXHIBIT 10.1 AGREEMENT THIS AGREEMENT is between MICHAEL A. DEJUSTO and/or assigns ("Seller") and MACQUEEN ENTERPRISES, INC. ("Buyer"). 1. Property. On the terms and conditions herein, Buyer shall buy and Seller shall sell certain land ("the Subject Property") located in Gulf Shores, Alabama, having an approximate total of 223 feet of frontage along the south side of Highway 182, and being bordered on the south by property owned by the City of Gulf Shores fronting the Gulf of Mexico. The Subject Property is more particularly described on Exhibits "A" and "B" attached hereto and includes any appurtenances thereto and any rights incidental or related thereto, including governmental permits, clearances, etc. Buyer is aware that Seller is in the process of acquiring the easternmost parcel comprising approximately 56 feet, with an estimated acquisition dat

Southwind Development Co Llc – PROMISSORY NOTE (May 3rd, 1999)

1 EXHIBIT 10.7 PROMISSORY NOTE $541,500.00 Gulf Shores, Alabama Date: April 16, 1998 For value received, the undersigned promises to pay to MICHAEL A. DEJUSTO and M. KATHERINE DEJUSTO, husband and wife, or order, the principal sum of Five Hundred Forty-one Thousand Five Hundred and no/100ths Dollars, with interest thereon from date as set out below. The said principal and interest shall be payable at Post Office Box 26357, Fresno, California 93729, or at such place as the holder may from time to time designate in writing in installments as follows, namely: Consecutive monthly installments of interest only at the rate of ten percent (10%) per annum beginning the 16th day of May, 1998. Additional interest at the annual rate of ten percent (10%)

Southwind Development Co Llc – PURCHASE AND ESCROW AGREEMENT FOR (May 3rd, 1999)

1 EXHIBIT 10.3 PRECONSTRUCTION PURCHASE AND ESCROW AGREEMENT FOR BEACHSIDE ALL-SUITES HOTEL, A CONDOMINIUM THIS AGREEMENT is made and entered into by and between Purchaser identified on the signature page hereof (hereafter referred to as "Purchaser") and SOUTHWIND DEVELOPMENT COMPANY, L.L.C., an Alabama limited liability company (hereafter referred to as "Developer"). R E C I T A L S Developer proposes to construct a Condominium known as Beachside All-Suites Hotel, a Condominium, located in Baldwin County, Alabama, more particularly described in the Declaration of Condominium of said Condominium (the "Condominium"). If the Condominium is built, Purchaser desires to purchase a Unit on the terms and conditions stated in this Agreement. IF FEWER THAN 65 HOTEL GUEST UNITS HAVE BEEN SOLD

Southwind Development Co Llc – SECOND MORTGAGE (May 3rd, 1999)

1 EXHIBIT 10.8 STATE OF ALABAMA ) COUNTY OF BALDWIN ) SECOND MORTGAGE KNOW ALL MEN BY THESE PRESENTS, that whereas, SOUTHWIND DEVELOPMENT COMPANY, L.L.C., a limited liability company (hereinafter called "Mortgagor"), is justly indebted to MICHAEL A. DEJUSTO and M. KATHERINE DEJUSTO, husband and wife (hereinafter collectively called "Mortgagee"), in the sum of FIVE HUNDRED FORTY-ONE THOUSAND FIVE HUNDRED AND NO/100THS DOLLARS ($541,500.00), evidenced by that certain negotiable note executed of even date herewith, and all renewals and extensions thereof, and whereas, Mortgagor agreed, in incurring said indebtedness, that this mortgage should be given to secure the prompt payment thereof; NOW, THEREFORE, in consideration of the premises, said Mortgagor, SOUTHWIND DEVELOPMENT COMPANY, L.L.C., and all other

Southwind Development Co Llc – FIRST REAL ESTATE MORTGAGE AND FIXTURE FILING (May 3rd, 1999)

1 EXHIBIT 10.6 STATE OF ALABAMA) COUNTY OF BALDWIN) FIRST REAL ESTATE MORTGAGE AND FIXTURE FILING This MORTGAGE is made and entered into on the date set forth below, by and between Southwind Development Company, L.L.C, an Alabama limited liability company (hereinafter referred to as "Mortgagor") and First American Bank of Pensacola, N.A., Post Office Box 17129, Pensacola, Florida 32522-7129 (hereinafter referred to as "Mortgagee"). W I T N E S S E T H: WHEREAS, Mortgagor is justly indebted to Mortgagee and hereby executes this Mortgage to secure the payment of ONE MILLION EIGHT HUNDRED TWENTY FIVE THOUSAND AND NO/100ths DOLLARS ($1,800,000.00) as evidenced by a promissory note of even date herewith payable in accordance with the terms of said note, and any renewals, extensions, or modifications thereof. In consideration of Mortgagee's e

Southwind Development Co Llc – HOTEL OPERATING AND RENTAL POOL AGREEMENT (March 16th, 1999)

1 Exhibit 10.4 -------------------------------------------------------------------------------- BEACHSIDE ALL-SUITES HOTEL, A CONDOMINIUM HOTEL OPERATING AND RENTAL POOL AGREEMENT BY AND AMONG SOUTHWIND DEVELOPMENT COMPANY, L.L.C. AND THE OWNERS OF THE UNITS AND INNISFREE HOTELS, INC. DATED AS OF ________________, 1999 -------------------------------------------------------------------------------- 2 TABLE OF CONTENTS ARTICLE I DEFINITIONS....................................................................