ESCROW AGREEMENTEscrow Agreement • July 25th, 2017 • Rebuild Miami-Edgewater, LLC • Florida
THIS ESCROW AGREEMENT, dated as of ___________ __, 2017 (this “Escrow Agreement”), is by and between Rebuild Miami-Edgewater, LLC, a Florida limited liability limited partnership (the “Issuer”), and Ocean Bank, a Florida state banking corporation, as escrow agent (the “Escrow Agent”).
PROMISSORY NOTEPromissory Note • July 25th, 2017 • Rebuild Miami-Edgewater, LLC
For value received, Rebuild Miami-Edgewater, LLC, a Florida limited liability company(the “Borrower”), promises to pay to the order of ___________________ (the “Lender”), the sum of FIVE THOUSAND AND NO/100 U.S. Dollars ($5,000.00) (the “Indebtedness”).
BALLOON NOTERebuild Miami-Edgewater, LLC • July 25th, 2017
For value received the undersigned, REBUILD MIAMI - EDGEWATER LLC., “Borrower”, promises to pay to USA CAPITAL MANAGEMENT, INC., or their assigns, “Lender”, the principal sum of TWELVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($12,500,000.00), plus interest on the unpaid principal balance of this note from the date hereof until paid at the rate of TEN (10.0%) PERCENT per annum.
HOTEL CONSULTING AND MANAGEMENT AGREEMENTConsulting and Management Agreement • July 25th, 2017 • Rebuild Miami-Edgewater, LLC • Florida
THIS HOTEL CONSULTING AND MANAGEMENT AGREEMENT, made this 7th day of July, 2016, (sometimes hereafter referred to as the “Agreement”) by and between: USA Capital Management, Inc., hereafter, together with its successors and permitted assigns under this Agreement called the “Owner,” and Trust Hospitality, LLC, a Florida limited liability company, hereafter, together with its successors and permitted assigns under this Agreement called the “Manager.”
REBUILD MIAMI-EDGEWATER, LLC Amended and Restated Operating AgreementOperating Agreement • July 25th, 2017 • Rebuild Miami-Edgewater, LLC • Florida
This Operating Agreement (the “Agreement”) is created this 22 day of December, 2015, by Anthony Meruelo and Stephen Meruelo (collectively, the “Member”) and USA Capital Management, Inc. a Puerto Rican Corporation a/k/a USA Capital Management Co., Inc., a Puerto Rican Corporation (the “Manager”).
BALLOON NOTEBalloon Note • July 25th, 2017 • Rebuild Miami-Edgewater, LLC
For value received the undersigned, REBUILD MIAMI - EDGEWATER LLC., “Borrower”, promises to pay to BELINDA MERUELO, or her assigns, “Lender”, the principal sum of TEN MILLION DOLLARS ($10,000,000.00), plus interest on the unpaid principal balance of this note from the date hereof until paid at the rate of TEN (10.0%) PERCENT per annum.
May 15, 2017 Rebuild Miami-Edgewater, LLC 5101 Collins Avenue Miami, Florida 33140 Attention: Richard MerueloRebuild Miami-Edgewater, LLC • July 25th, 2017
Reference is made to the above-referenced Loan and that certain Mortgage Agreement, relating to Tract “A,” Florence Plat, according to the plat thereof, as recorded in Plat Book 168, Page 36, of the Public Records of Miami-Dade County, Florida (the “Real Property”) dated March 22, 2017, recorded March 28, 2017 in Official Records Book 30473, at Page 76, of the Public Records of Miami-Dade County, Florida, made by Borrower in favor of Lender (“Mortgage”) together with any and all loan documents executed in connection therewith (collectively, the “Loan Documents”).
