amended and restated construction

8/2/2019 Amended and Restated Construction

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Augusta RichmondGA

DOCUMENTNAME Omended yes t a to LDnsCYDOCUMENT TYPE eo

YEAROfBOXNUMBER OeFILENUMBER 3

NUMBER OF PAGES 67


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AMENDEDANDRESTATEDCONSTRUCTION OPERATINGAND RECIPROCAL EASEMENTAGREEMENT

TIlS AMENDED AND RESTATED CONSTRUCTION OPERATING AND RECIPRQCALEASEMENTAGREEMENT this RestatedCORE Agreement is made this r2jdayofJune 199fhy andamong Augusta Georgia formerly thecityCouncil ofAugusta Georgia the City Augusta RiverfrontLmited Partnership a Georgia limited partnership the Developer and The Downtown DevelopmentAuthority oftheCityofAugusta Georgia the Authority CapitaliZed termsused herein aredefined inArticle I hereof

RECITALS

BackgroundA On August 1 5 1989 the Developer the City and the Authority entered into that ConstructionOperat ing and Reciprocal Easement Agreement which is recorded in the office of the Clerk of

SuperiorCourtofRichmond County Georgia atRealty Reel 317 page 184 asamended by theFirstAmendment toConstruction Operating and Reciprocal Easement Agreement dated July 16 1990and recorded at Realty Reel 340 page 2110 aforesaid records as amended the 1989 COREAgreement This Restated CORE Agreement supersedes amends and restates the 1989 CoreAgreement

B The 1989CoreAgreement provided for theconstruction development andmanagement ofanofficebuilding hotel conference center parking facilities and related improvements along the banks oftheSavannah River in downtown Augusta Georgia collectively the ProjectCurrent Ownership

C TheAuthorityownsfeesimple title tothat property shown asParcel P which includes Parcels P4 P 6 P 7 and P 8 and theground under theair rights Parcels P l P 2 P 3 and P 5onthePlat

D The Authorityownsfee simple title to air rights Parcels P l and P 5 onthePlatE TheDeveloper owns fee simple title to that property shown asParcels Q N N l N 2 and

M and the air rights parcels P 2 and P 3 onthePlatF TheCityowns Special Use Area 1999 and Access Area 1 onthePlat

Current Leases and OperationsG The Authorityownsthe Existing Conference Center which is located onthe parcel P l onthePlat and leases it to theCity pursuant to the Conference Center Lease Under the termsof theConference Center Lease theCity shall purchase the Conference Center at the expiration ofthelease term for 100 00 The lease term shall expire when the loan taken to construct theConferenceCenter is fully satisfied currently scheduled for no later than July 2012

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J T

H The Developer manages the Conference for the City pursuant to Article 10 of the 1989 CoreAgreement

I TheDeveloper leases Parcels N N l and N 2 to theAuthority pursuant to theGround LeaseJ The Authority owns the Parking Improvements located onParcel P N N l and N 2 and

leases them to theCitypursuant to theParking Improvements Lease Under thetermsoftheParkingImprovementsLease theCityshall purchase theParking Improvements at theexpiration ofthe leaseterm for 100 00 The lease term shall expire when the bonds issued to construct the ParkingImprovements are fully satisfie currently scheduled for January 1 2010

UDAGLoan

K TheExisting Hotel which is owned by theDeveloper was financed in part by theUDAGLoan totheDeveloper by theCity in the original face principal amount of 7 562 454 00 asevidenced bythatUDAGNote

L TheUDAGNote is secured by a second priority lien covering theExistingHotel related personalproperty and adjacent real estate asmoreparticularly described in that UDAG Security Deed

M The principal balanceoftheUDAGNotedoes notbear interest and theDeveloper and theCityhaveagreed that taking intoaccount the timevalueofmoney acurrent payment of 3 250 000 00wouldsatisfy the UDAG Note in ful and the United States Department of Housing and UrbanDevelopment concurswth such payof f amount and has consented to the Developer paying offtheUDAGNote asevidenced by the letter attached hereto asExhibit A

Conference Center ExpansionN Theparties have determined that theProject would bettermeet theneeds ofAugusta Georgia ifheConference Center is expandedO The parties desire that the Developer build an addition to the Conference Center containing

approximately30 000 square feet ofadditiona space onParcels P 5 P 6 P 7 Special UseArea 1999 and AccessArea 1 inaccordancewth thePreliminary Plans

P Special Use Area 1999 and AccessArea 1 are currentlyowned by theCity and theCity hasagreed to grant easementsoversaid property to theAuthority for construction and occupation oftheConference Center Addition

Q Parcels P S P 6 and P 7 are curreltlyowned by theAuthority and leased to theCity pursuantto the Parking Improvements Lease but the Authority and the City have agreed to amend theConference Center Lease to include Parcels P 5 P 6 P 7 Special Use Area 1999 andAccess Area 1 aspart ofthe demised premises oftheConference Center Lease and theParkingImprovements Leasewould be amended to delete Parcels P S P 6 and P 7 therefrom

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R TheCitydesires to fund theconstruction and furnishing oftheConference Center Additionwththeproceeds of the payoff of the UDAG Note and al accrued interest thereon with the Developerresponsible for al costsofconstruction and furnishings in excessofsuch amountS TheCityand theDeveloper desire to deposit the proceeds ofthepayoffoftheUDAGNotewth theEscrow Agent and establish procedures for drawing such funds to fund the construction andfurnishing oftheConference Center Addition

NewHotel

T The parties have determined that the Project would better meet the needs ofAugusta Georgia ifanewappro imately 140 roomhotel is bultontheeast sideoftheProject at the sole cost and expenseoftheDeveloperU The parties desire that theNewHotel bebult by theDeveloper onParcels Q P 4 and N lV TheAuthorityhas agreed toconvey fee simple title to theDeveloper toParcel P 4 in return for the

Developer conveying fee simple title toParcel N 2 to the Authority The value ofParcel N 2is equal to thevalueParcel P 4W The Authority wll retain an easement over parcel P 4 for access to and from the ParkingImprovements and the Expanded Conference Center TheDeveloper wll retain an easementoverParcel N2 for access to and from Parcels N and NlX TheGround Leasewll beamended toaccount for theconveyanceofParcel N 2 to theAuthorityand toalowfor the construction and support oftheNewHotel in thear spaceoverParcel NlThe Parking Improvements Leasewill beamended to account for the conveyance ofParcels P 4and N 2and toallowfor theconstruction andsupportoftheNewHotel in theair spaceoverParcelNlY TheCitywll grant an easement to theDeveloper overthat property designated asCanopy Area onthePlat in order toalowtheDeveloper toconstruct andmaintain acanopyoversaid property The

canopy shall not impair pedestrian movement along the sidewalk underneath the canopyZ The Authoritywill grant the Developer aneasement overParcel P 8 for the construction and

maintenanceofacovered walkway betweentheNewHotel and theExisting ConferenceCenter andfor access between theNewHotel and Existing Conference Center1 fh Street Parking Lot Entrance Renovation

AA Inorder to enhance the operation ofthe Parking Improvements and Expanded Conference CentertheCity has agreed to add anadditional toll booth and renovate the driveway at the 10th Streetentrance to the Parking Improvements as shown onthe Parking Lot Modification Plan attachedhereto asExhibit B Such renovationswill beat theCity s solecost and expense and theCity hasagreed to commence such renovations prior to commencement ofconstruction ofthe ConferenceCenter Addition

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i

AGREEMENT

Inconsideration ofthe premises and themutual agreements and covenantscontained herein and forother good and valuable consideration the receipt ofwhich are hereby acknowledged the City theAuthority the Developer and theEscrow Agent in tend ing to be legally bound agree as follows

ARTICLE IDEFINITIONS

Section 1 1 Definitions As used in this Restated CORE Agreement the following termsshallhave the following meanings

Architect shall refer toNicholasDickinson Associates PC

Authority shall refer toTheDowntownDevelopment AuthorityoftheCityofAugusta Georgiaand its successors and assigns

CanoDVArea shall refer to that land which is owned by theCity designated as the Canopy AreaonthePlatQyhall refer toAugusta Georgia

CityAdministrator shall refer to theCityAdministrator for Augusta GeorgiaClerk sOffice shall refer to the Office of the Clerk of Superior Court of Richmond CountyGeorgiaConcept Plans shall refer to thePreliminary Concept Plans for the Conference Center Addition

andNewHotel prepared by theArchitect for theDeveloper which plans werepresented to and approved bytheCity Administrator prior to the execution o f t h i sg r e e m e n tConference Center Addition shall refer to that addition to the Existing Conference Center on

Parcels P 5 P 6 P 7 SpecialUseArea 1999 and AccessArea 1 to beconstructed inaccordancewth thisRestated COREAgreement

Conference Center Lease shall refer to that Lease Agreement covering the Existing ConferenceCenter dated July 16 1990 between theAuthority as lessor and theCity as lessee recorded in theClerk sOffice at Realty Reel 339 Page 1016

Conference CenterOoerator shall refe rto the Developer or its designee tomanage the ExpandedConference Center

1989 Core Agreement shall refer to that Construction Operat ing and Reciprocal EasementAgreement which isrecorded in theClerk sOffice at Realty Reel 317 page 184 as amended by theFirstAmendment to Construction Operat ing and Reciprocal Easement Agreement dated July 16 1990 andrecorded in theClerk sOffice at Realty Reer340 page 2110

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Developer shall refer to Augusta Riverfront Limited Partnership aGeorgia limited partnershipand itssuccessors and assignsEscrow Agent shall refer to the bank selected by the parties hereto to hold and disburse theproceeds from thepayoffoftheUDAGLoan in accordancewththetennsofthis Restated CORE Agreementand the tennsofanescrowagreement to beentered into among theEscrow Agen t and the parties heretoEscrowed Funds shall refer to the proceeds of the payoff of the UDAG Loan in the originalprincipal amount of 3 250 000 00 and all accrued interest thereon to be held by the Escrow Agent inaccordancewth the tennsofthis Restated CORE Agreement and an escrow agreement to beentered into

among the EscrowAgent and the parties heretoExistingConferenceCenter shall refer totheimprovements constructedonParcel P l onhePlatand currently operated as aconvention and conference centerExisting Hotel shall refer to that Radisson hotel owned by the Developer and located on ParcelMExpanded Conference Center shall refer jointly to the Existing Conference Center and theConference CenterAdditionGround Lease shall refer to that Ground Lease covering Parcels NN l and N 2 betweentheDeveloper as lessor and theAuthorityas lessee dated July 16 1990 and recorded in th e Clerk sOffice

at Realty Reel 339 Page 940Hotels shall refer collectively to theExisting Hotel and theNewHotelHotel Operator shall refer to theDeveloper or its designee asoperator of theHotelsKtchen shall refer to that port ion of the Existing Hotel and the Existing Conference Centercurrently used asakitchenNewHotel shall meanthat hotel contain ing approximately 140 roomsto be constructed by theDeveloperonParcels Q ip 4 andN inaccordancewth the termsofthisRestatedCOREAgreementCurrently the Developer plans for theNewHotel to be a Radisson Country Inn Suites by Carlson orequivalentNotice of Dispute shall mean a notice given to the Escrow Agent wth regard to a disputeconcerning disposition ofthe Escrowed FundsParcel shall refer to the respective parcel asset forth onthePlatParking Deck shall refer to the twoevel parking deck located onParcel P and leased by theAuthority to theCity pursuant to the Parking Improvements LeaseParking Improvements shall refer tothe Parking Deck and the surface parking lot improvementslocated on Parcels P N N I and N 2

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Parking Improvements Lease shall refer to that Lease Agreement covering the ParkingImprovements located on Parcels P N N l and N 2 dated June 1 1990 between the Authority aslessor and theCity as lessee recorded in theClerk sOffice at Realty ReeI339 Page 964

Parking LotModificationPlan shall refer to thepreliminary plans attached asExhibit B relatingto the addition of a toll booth and renovation of the driveway at the 10th Street entrance to the ParkingImprovements

shall refer to theCity the Developer theAuthorityortheEscrowAgent collectively theParties

Plans and Specifications shall refer to the fina plans and specif ication for theNewHotel and theConference Center Addition prepared by the Developer and submitted to theCity in accordancewth thisRestated COREAgreement

Plat shall refer to that plat dated January 19 1999 and last revised June 1 1999 prepared byCranston Robertson Whitehurst PC for Augusta Riverfront Lmited Partnership and recorded in theClerk sOffice simultaneously wth this Restated CORE Agreement

Proiect shall refer to theHotels theParking Improvements and theExpanded ConferenceCentercollectively

Riverwak shall refer to the sidewalk and adjacent improvements along theSavannahRiver leveeinAugusta Georgia

Term shallmeantheperiod oftime described herein plus anyextension thereof duringwhichthisRestated CORE Agreement remains in force and effect

Tota Expenses shall meanal expenses and costs actually incurred by the Developer for theoperat ion and maintenance ofthe Expanded Conference Center determined in accordancewth generallyaccepted accounting p rin cip le s exc lu din g however debt service of the Developer depreciationamortization and other noncash items and capital expenditures

Total GrossIncome and Revenues shalmeanal income actually received for the renta ofthespace in the Expanded Conference Center before any expenses including but not limited to operatingexpenses debt service management fees ordeveloper fees are paid less rebates and any applicable salestax Tota Gross Income and Revenues shall include fees from leases special fees assessmentsmiscellaneous income and special event charges

UDAGLoan shall refer to that loan made by the City to the Developer pursuant to that certainUrban Development Action Grant Agreement Number B 87 AA 1 3 0095 issued to the Cityby the U SDepartment ofHousing and Urban Development onNovember 30 1987 as amended

UDAGNote shal refer to that Promissory Note and Guaranty Agreement from theDeveloper tothe order oftheCity died February 2 1990

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UDAG Security Deed shall refer to that UDAG Security Deed and Security Agreement datedFebruary 2 1990 and recorded in theClerk s Office at Realty Reel 327 Page 2286

UnavoidableDelavs shall mean delays due to strikes actsofGod governmental restrictions orpreemption of labor ormaterial enemy action insurrection fire or casualty orother events beyond thereasonablecontrol oftheParty responsible for such performance

ARTICLE IT

CONVEYANCES ANDEASEMENTS

Section 2 1 ConvevanceofParcel P 4 Inconsideration for the conveyance ofParcel N 2from the Developer to the Authority the Authority shall convey Parcel P 4 to the Developer Theconveyances shall besimultaneous and shalloccurwithin 45 days from theexecutionofthis RestatedCOREAgreement The Authoritywill retain an easement overparcel P4for access to and from the ParkingImprovements and theConference Center asmore particularly described in thedeed

Section 2 2 ConveyanceofParcel N 2 Inconsideration for theconveyance ofParcel P 4from the Authority to the Developer the Developer shall convey Parcel N 2 to the Authority TheDeveloper wll retain an easement overParcel N 2 for access to and from Parcels Nnd N l TheGround Lease and the Parking Improvements Lease shall be amended toaccount for said conveyances

Section 2 3 Special Use Area 1999 and Access Area 1 Within 45 days from theexecution ofthis Restated CORE Agreement theCity shall grant a perpetual easement to theAuthority toconstruct andmaintain theConfererice Center Addition over Special Use Area 1999 and Access Areai

Section 2 Parcels P 5 P 6 and P 7 Within 45 days from theexecution ofthis RestatedCORE Agreement theAuthorityand theCity shall i amend theConferenceCenter Lease to includeParcelsP 5 P 6 P 7 Special UseArea 1999 and Access Area 1 aspartofthedemised premises thereofaccordingly theExpanded ConferenceCenterwll occupyParcels P l P 5 P 6 P 7 SpecialUseArea 1999 and Access Area 1 whichwll be part ofthe demised premises oftheConferenceCenterLease and ii amend theParking Improvements Lease to deleteParcels P 5 P 6 and P 7 therefrom

Section 2 CanoDv Area Within 45 days from the execution of this Restated COREAgreement theCity shall grant an easement to theDeveloper overthe Canopy Area in order to allow theDeveloper toconstruct andmaintain acanopyoversaid property Theeasement agreement shall provide thatthe canopy shall not impair pedestrian movement along the sidewalkunderneath the canopy

Section 2 6 Easement over Parcel P 8 for Covered Walkway Within 45 days from theexecution of this Restated CORE Agreement the Authority shall grant the Developer aneasement overParcel P 8 for the construction and maintenance ofa covered walkway between theNewHotel and theExisting Conference Center and for access between theNewHotel and Existing ConferenceCenter ThePlans and Specifications shall describe anyalterations to existing sidewalks and landscaping in thevicinityofthe covered walkway

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Section 2 7 Easement for Access and Parking The Authority and theCity as theownerandlessee of the Parking Improvements hereby grant to Developer its respective tenants subtenantsconcessionaires licensees employees officers and invitees and to theConferenceCenter Operator and itsemployees agents concessionaires licensees and invitees nonexclusive perpetual easements over uponacrossand through theParking Improvements for a pedestrian and vehicular ingress to and egress from theParking Improvements b circulation passage

and parking ofvehicles wthin the Parking Improvementsand c circulation and passageofpedestrians overand through such ramps walkways stairways elevatorsand other facilities as may from time to time be included wthin the Parking Improvements providedhowever that the persons permitted to use such easements by Developer shall be required to pay suchparking charges orrentsasmay fromtime to timebe in effectwth respect to theParking Improvements andshall be subject to the City s or its designee s rules and regulations regarding use of the ParkingImprovements Nothing in this Section shall be deemed to restrict theConference Center Operator fromrestricting access to the Expanded Conference Center The easements granted under this Section shallcontinue so long as the Parking Improvements continue toexist

Section 2 8 Construction Easements TheCity and theAuthorityhereby grant to theDevelopera temporary right privilege and easement to enter upon their respective properties at theProject from timetotime toconstruct theNewHotel and theExpanded ConferenceCenter Developer

shall have the r ight topermit its contractorsand subcontractors agents andemployees tousetheeasement granted for theaforesaidpurposes The easement granted herein includes theright toconstructcolumns foot ings andcommonwallsSuch construction easement shall cease and terminate upon completion ofconstruction oftheNewHoteland Expanded Conference Center The construction and location ofany common footings undergroundsupports and commonwalls shall be subject to approval of the fina plans and specifications for suchimprovements by theParties sharing such improvements TheCity also grants to theDeveloper temporaryeasements during theconstruction period overits property adjoining theProject toalowfor theefficientandsafeconstruction oftheConferenceCenter Addition provided however Developer shall notbeallowed tocloseaccesstoRiverwalkwthout thepriorwrittenapproval oftheCityAdministrator and any such closingofacc ssshall be fora limited time TheCity reserves the right to closeRiverwalkwhen theCity in its solediscretion deems it necessary to provide for the safety ofthepublic becauseofconstruction activity by theDeveloper During such times as theRiverwalk is closed because ofconstruction activities ofDeveloperDeveloper shall be solely responsible for securing said area and for any and al claims actions causesofaction losses damages liability expenses orclaims whatsoever including reasonable attorney s fees andthe cost ofdefending against the foregoing resulting from construction activities by Developer

Section 2 9 Easements for Underground Supports PartyWals and Connection ofCorridorsTheParties acknowledge that their improvements may share common footings and underground supportshereinafter referred to as the Underground Supports andcommonwalls hereinafter referred to as thePartyWals wth theHotels the Expanded ConferenceCenter and theParkingDeck Each ofthePartieshereby grants toeachotherPartyanonexclusive easement for theconstructionandmaintenanceofopeningsin thewalsbetween their respective improvements at the locations shownby theConcept Plans in order toconnect the corridors and passageways ofsuch improvements wthoneanother provided that themannerofconnection shall be in accordance wth generally accepted engineering and construction practice forimprovementsofsuch type and so asnot to impair the structural integrity oftheother Party s improvementsand provided thatnothing herein inandofitself shall bedeemed to createaneasement for passage throughany such connected corridors orpassageways All such easements shall cohtinueso long as any port ion ofthis Restated CORE Agreement shall remain effective and thereafter so long asthe improvementsbenefittedby such easements exits Theexerciseofeasement rights under this Section by anyPartyshall beconducted

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in such amanneraswllminimize interferencewththeconductofbusiness by theother Party EachofsuchParties covenants that ifalorany part of its i r h p r o v e m e n t s are removed ordestroyed at any timewhen it isnot required torestore and doesnotelect torestore such improvements itwll leave in place any foundationsfootings orwals or port ions thereof not removed ordestroyed if immediately before such removal ordestruction such foundations footings orwalls orport ions thereof wereshared jointlybetween such Partyand theother Party Should in the reasonableopinion ofeither Party theParty Wall orany portion thereofof the openings therein providing access between the Parties respective improvements requi re repai r orrebuilding the other Party sharing such Party Wal shall cooperate in such repair or rebuilding and shallcause such repair orrebuilding to beaccomplished at atime convenient toboth with thecost ofsuch repairorrebuilding to be borne in equal shares provided that thecost ofany such repair that may beoccasionedby theneglect orwllfu act ofeither Party shall beborne by that Party The phase repair and rebuildingas used herein shall not include ordjnary maintenance and care such as painting and cleaning

Section 2 10 Easements forKitchen TheCity and theAuthority hereby grant to theDeveloperan exclusive right privilege and easement in that certain portion oftheExisting Conference Center whichis currentlyused as theKitchen for thepurposeofoperating wthinsuch easementareaakitchenwhich shallserveboth theExisting Hotel and theExpanded ConferenceCenter Notwithstanding any provision ofthisAgreement to the contrary Developer shall be solely responsible for the cost ofmaintaining insuringrepair ing and replacing theKitchenandanyandal personal property from time to time located therein Theeasement referred toabove shall continue as long as theKitchen is used for theoperation ofakitchen servingthe Existing Hotel Similarly for such time as the Developer shall fal to provide food service to theExpanded Conference Center as provided herein the Developer hereby grants toCity anexclusive rightprivilege and easement in that certain portion oftheExisting Hotel which is a portion oftheKitchen saideasement being for the purposeofoperating wthin such easement area theKitchenwhich shall serveboththeExisting Hotel and theExpanded ConferenceCenter Theeasement granted hereinshall continue as longas Developer shall fal to provide food service to the Expanded Conference Center pursuant to the termshereofand theuseoftheKitchen is deemed necessaryby theCitytoserve theExpanded ConferenceCenter

Section 2 11 Easements for Attachment of Hotels and Expanded Conference CenterImorovements to City Improvements The City and ifapplicable the Authority hereby grants toDeveloper a perpetual easement onto and acrosstheproperty oftheCity and ifapplicable theAuthorityfor thepurposeofconstructing and maintaining sidewalks stairways and pedestrian bridges connecting theProject with the sidewalks and other improvements associated with theRiverwalk sidewalk and adjacentimprovements along the Savannah River levee

Section 2 12 Easement for Encroachments While it is the intent oftheParties to confine theirimprovements to the limitsoftheir respective property it is recognized that this result may not be achieveddue to the integrated natureoftheProject Accordingly iftheHotels Parking Improvements orExpandedConference Center improvements following construction encroach on aportion ofthepropertyofanotherParty the Party across whose property such improvements encroach hereby grants to the Party whoseimproyements so encroach an easement for so long as such improvements orany replacement thereofconstructed during the term of this Restated CORE Agreement stand permitting the construction andmaintenanceofsuch improvements onsuch portionofsuch property

Section 2 I 3 Certain Reserved Rights Developer hereby reserves the right to eject from itspremises including any common or public areasthereof anypersons not invitedorotherwise permitted

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to use same and to close off its respective improvements at any time and from time to time for securitypurposes Further the Conference Center Operator shall have the right to closeoffor limit access to andfrom theExpanded ConferenceCenter at any time and from time to time for security purposes provided thattheConference Center Operator shall not be permitted to impede pedestr ian access between the Parkingimprovements ortheRiverwak improvements onthe one hand and theHotels onthe other hand throughthewalkways stairways and corridorsfor theExpanded ConferenceCenter except in connectionwth suchtemporary closings as may be necessary for the cleaning repair and maintenance of such access andimprovements

Section 2 14 Additiona Construction Afterconstruction oftheConferenceCenter Addition andNewHotel has been completed Developer theAuthority and theCity shall each have the right to makealterations modifications expansion oradditions to their respective improvements provided however thatduring the Term hereof neither theCitynortheAuthority shall make any such alterations modificationsexpansion oradditionwhich imaterially changes oralters the architectural elevations ordesign or theexterior building materials ofthe same or ii impairs accessbetween and among the said improvementsNeither theCitynortheAuthority shall expand ormateriallyalterormodify theProject improvements at anytime during the Term wthout the prior written approval of the plans for such expansion alteration ormodificationby Developer which approval shall not be unreasonably wthheld

Section 2 15 Term Unless specifically otherwise provided in this Restated CORE Agreementtheeasementsprovided in thisArticle shall beperpetual and shall not terminateupon theexpirationorearliertermination ofthis Restated CORE Agreement

Section 2 16 Savings Clause Notwithstanding that this Restated CORE Agreement supersedesand replaces the 1989 Core Agreement this Restated CORE Agreement shall not terminate any easementcreated by the 1989 Core Agreement that is necessary for the support maintenance or operation ofanyportionof the Project or the Developer soffice building adjacent to the Project and known asOne TenthStreet under the system ofstreet numbering currently in effect in Augusta Geor gia

ARTICLE illCONSTRUCTIONOF THECONFERENCE CENTERADDITION

Section 3 1 SatisfactionofUDAGLoan Within five business days after the execution ofthisRestated CORE Agreement theDeveloper shall pay to theEscrowAgent for theaccount oftheCity theamountof 3 250 000 00 the Escrowed Funds in ful and complete satisfactionoftheUDAGLoan Uponreceipt ofsuch payment theCity shall mark theUDAGNote satisfied and return the original thereoftotheDeveloper shall execute and deliver toDeveloper asatisfaction and cancellationoftheUDAGSecurityDeed in recordable form and shall execute and deliver al other documents necessary to release anyfinancing statementsand fixture filings relating to theUDAG loan

Section 3 2 Disbursement ofEscrowed Funds The Escrow Agen t shall hold the EscrowedFunds in aninterest bearing account and disburse the Escrowed Funds and al interest thereon to fund theconstruction costsoftheConferenceCenter Addition in accordancewth the termsofthis Restated COREAgreement

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Section 3 Aooroval ofPlans and Soecifications TheCityhereby approves theConcept PlansTheConference Center Addition improvements shall i beaesthetically consistentwth theExisting Hoteland bult in substantial accordancewth theConcept Plans ii include approximately 30 000 square feet ofadditional space iii have abudgeted and actual costofat least 3 250 000 00 and iv bebult to thesamestandards ofquality and workmanship as theConferenceCenter Prior to30 days before commencement ofconstruction oftheConferenceCenter Addition the Developer shall submit thePlans and Specificationstherefor to theCityAdministrator Unless theCityAdministrator objects to thePlans and Specifications inwriting wthin 20 days of his receipt thereof the Plans and Specif ications shall be deemed approvedApprova l ofthe Plans and Specifications shall not be unreasonably withheld

Section 34 Construction oftheConference Center Addition The Developer has engaged theservices of the Architect to design the Conference Center Addition and supervise its construction TheDeveloper and theArchitectwll provide all construction services needed inconnectionwththeConferenceCenter Addition including administration supervision and coordination ofthe bidding award executionand performance of a general construction contract and subcontracts The Developer shall cause theconstructionoftheConferenceCenter Addition in substantial accordancewth thePlans and Specifications

Section 35 Funding ofConstruction Costs Construction oftheConference Center Additionand relocationofthe ramp to the Parking Deck shall be at theCity s sole cost and expenseonlyso long assuch cost does not exceed theamount ofthe Escrowed Funds and al interest thereon In the event that thecostsofconstructionoftheConference Center Addition should exceed theamount ofthe Escrowed Fundsand all interest thereon the Developer shall pay any all such additional costs as andwhen the same shallbecome due and payable The term costsofconstruction or construction costs as used in this Articleshall include specifically but not exclusively al sums paid by the Developer to any contractorsubcontractor third party laborer or supplier performing any work or supplying any furniture fixturesfurnishings tables podiums risers ormaterials for theConference Center Addition and relocation of theramp to the Parking Deck excluding the costs ofchina and silverware and al architectural engineeringsurveying and escrowagent fees incurred in connection wth the Conference Center Addition or thisRestatedCORE Agreement al premiums for insurancecoverage required tobemaintained ontheExpandedConference Center prior to complet ion ofconstruction and anyother costsand expenses in connectionwththe construction and furnishing of the Conference Center Addition Payment of any portion of suchconstruction costsshall not entitle theDeveloper to any ownership interest in ConferenceCenterAddition

Section 3 6 ConstructionDraws TheDeveloper may notmore than twceamonth during theconstruction period request draws inanamount equal to theactua cost oflabor materials and furnishingsincorporated into theConference Center Addition and all other costs ofconstruction EscrowAgent shalldisburse the requested amounts from thebalanceoftheEscrowed Funds and accrued interest thereonwthinfiv business days of its receipt ofthe following

a Written certification from theArchitect that thework forwhich payment is requested wascompleted in substantial accordancewth the Plans and Specif ications andb Waivers of lien from al contractors subcontractors and material suppliers who havefurnished labor and material for the Project or who have issued a notice to owner ascontemplated by the applicable lien statutesTheDeveloper shall deliver copies ofthe foregoing simultaneously to theCity

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i ifj i l l J 2 i L 2 i cSection 3 7 Penormance of Cnnstruction

The Developer shall pennrm or cause tobe

p e n o r m e d its coostruction in accordancewith thePlans and Specification with duediligence

and inagood

andworkmanlikemanner using firstclassmaterials and inaccordance

with all a p p l i c a b l e laws ordinances

rules and regulationsofall g o v e r u m e n t a l agenciesand anthorities h vingjnrisdiction oversnchconstruction

Section 3 8 Liens TheDeveloper agreesthat intheeventanymechanic slienorother

statutory

lien shall be filed during the term ofthis Restated CORE Agreement against all

or any portion of the

ConferenceCenterAddition theDevelopershall payand discharge the sameor

bondofforotherwise cause

such lien tobedischarged ofrecord and shallindemnify and saveharmless theother parties

hereto and their

successor and assigns from all lossesdamages liability expenses or claims

whatsoever including

reasonable attorney s fees and thecosts ofdefending against the foregoing resulting from

the assertion of

any such liens

Section 3 9 Insurance TheDevelopershall during the period of any construction maintain

builder s risk insurance onanon reporting completed value basis with

extended coverage endorsement

Such insurancemay at the option of theDeveloper containa loss deductible provis pnofnotmore than

100 000 00

Section 3 10 O Street ParkinotRenovation TheCityshall addan addit ional

toll booth and

renovate thedriveways at the 1 0 Streetentrai1ce to theParking I m p r o v e m e n t s in substantial

accordance

with theParkingLotModification Plan Suchrenovationswllbeat theCity S solecost

and expense The

City shall commence such renovations priorto commencement of construction oftheConference

Center

AdditionSection 3 9 Street Toll Booth

The Developer shall hear all costsassociated with the

relocationormodification oftheexisting tollbooth at the9 Street entrance to the

Parking Improvements

ARTICLE IV

OPERATION ANnMAmTENANCE OF CONFERENCECENTER

Section 4 Operation bvDesigneeafthe DeveloperSo long aseither theExisting Hotel

or

NewHotel is operated asahotel and prior tothe expiration oftheTerm theExpanded Conference

Center

shall beoperatedandmanaged by theDeveloperdirectly orthrough amanagement company

Suchoperator

oftheExpanded Conference Center shallbe referredto herein asthe ConferenceCenter Operator

Itis

contemplated that theConferenceCenter Operatormay be thesame entity that acts

as theHotel Operator

TheConference Center Operator shall havesolediscretion and control in the establishment

ofreasonable

rules and regulations for theExpanded conferenceCenter theestablishmentofreasonable

fees and charges

foruseoftheExpanded ConferenceCenter facilitiesand for food and beverages and ancillary services the

employment and supervision ofall p e r s o n n e laccounting for the receipt and disbursement

offunds andal

other activities relating to theoperation oftheExpandedConferenceCenter The fees charged for leasing

ballroom meeting roomsand providing other faciI ities and services at theExpandedConference

Center shall

be reasonable and in conformity with those beingcharged by other comparable conference

centers ofa

sim ilar size and usage asmay bedetermined in the discretion oftheDeveloper or

theConference Center

12AAmended andRestated CORE Agreement

1 1 9 wpd

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Operator In al such respects the Conference Center Operator shall operate the Expanded ConferenceCenter as a first class meeting conference and convention center which complements and enhances theoperation of theHotels and shall not use conduct orpermit any use of the Expanded Conference Centerwhich is disreputable or inconsistent wtha first class facility Regardless ofanyth ing contained herein tothecontrary theConferenceCenter Operator shallmake theExpanded ConferenceCenter available for useby theCityandorany individualorany groupwthout discrimination forsex race creed color

ornationalorigin TheDeveloper hereby indemnifies holds harmless and releases theCity and theAuthority and theiragents employees and contractors from and against any and all claims for damage to persons orpropertyarising from the Developer s operation oftheExpanded Conference Center

Section 4 2 Kitchen TheDeveloper and theCity have agreed that asapartof its managementot theExpanded Conference Center theHotel Operator shall provide all food services for both theExistingHotel and the Expanded Conference Center So long as theHotel Operator shall provide food services ofreasonable quality and at reasonable prices to theExpanded Conference Center theDeveloper shall haveexclusive r ights to the utilizationoftheKitchen TheCityand theDeveloper have agreed however that inthe event that theHotel Operator shall fal to provide said food services ofreasonable quality and price sothat sameareunavailable for theoperation oftheExpanded ConferenceCenter foraperiod ofseven 7 daysormore then in such event theCityor its designee shall haveanonexclusive license to utilize and operateth e Kitchen to serve the Expanded Conference Center Said license shall continue until written notice isgiven by the Developer to the City stating a date certain onwhich the provision of food services to theExpanded ConferenceCenter by theDeveloperorits designeewll be resumed and theprovision ofthesameis in fact resumed onsaid date During such time as theCity shall have the right to utilize theKitchen aspro ided above theDeveloper shall make said kitchen available to theCityat all times and shall maintainthesame and all appliances and fixtures contained therein in good working condition In furtheranceoftheabove agreement City and Developer have granted those reciprocal easement rights described in Article IIhereof

Section 4 Compensation ofDeveloper Prior toMay 1 ofevery year during the termof thisRestated Core Agreement the Developer shall remit to theCity the greater of i five percent 5 oftheTotalGross Income and Revenues from therental oftheExpanded ConferenceCenter during theprecedingcalendar year orii five percent 5 oftheTotal Expenses oftheExpanded ConferenceCenter during thepIeceding calendar year Simultaneouslywthsaid payment theDeveloper shall submit astatement auditedbytheDeveloper scertified public accountant to theCitysetting forth theTotalGross Income andRevenuesand Tota Expenses from the Expanded Conference Center for the preceding calendar year All otherrevenuesfrom the rental and operation oftheExpanded ConferenceCenter shall bedevoted to theexpensesofthe operation oftheExpanded ConferenceCenter and as compensation for the services ofDeveloper

Section 4 Maintenance and Repair of Expanded Conference Center During the TermDeveloper shall at its solecost andexpense ber e s p o n s i b l e formaintaining theExpanded ConferenceCenterin good condition and repair including wthout limitation the foundations structural supports exteriorwalls interiorwalls and floors ceil ings and permanent l ighting fixtures sprinkler systems pipes wires andconduitswthin thewalls floors and above ceil ings roof gutters down spouts utility lines elevators theheating ventilating and air conditioning system and other major systems and fixtures installedwthin theExpanded ConferenceCenter and foral appropriate day to da y orperiodic maintenance in connectionwthsuch items Developer shall also at its solecost andexpense keep theExpanded ConferenceCenter and allfurniture fixtures andequipment in good operating conditionand repair Without limitationofthe foregoingDeveloper shall maintain the interior oftheExpanded ConferenceCenter includingwall floor andwndow

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covering and shall replace orrepair any broken glass in doors orwndows replace interior light bulbs andrefurbishorreplace fromtime to time as required al furniture furnishings and equipment asarerequisiteordesirabl for theefficient operation ofafirst class conferencecenter including without limitations chinaglassware and silverware tables and chairs linen unifonns podiums and staging plat fonns artwork anddecorat ive accessories Inaddition Developer shallberesponsible foral appropriate da y to day orperiodicmaintenanceofthe systems and equipment installed wthin theExpanded Conference Center

Section 4 5 Insurance TheCity at its sole cost and expense shal maintain i general publicliabilityinsurancecovering theExpanded ConferenceCenter and theParking Improvements and ii fireandextended coverage insurance covering the Expanded Conference Center and the Parking Improvementsagainst risks ofdamage or loss by fire and other risks noworhereafter embraced by extended coverageso called in an amount subject to commercial availability not less than the ful replacement cost oftheExpanded ConferenceCenter andal furniture fixturesand equipment owned by theCity exclusiveofthecost ofexcavations foundat ions and footings Such insurance may contain a loss deductible provision ofnot more than 100 000 00 which loss deductible amount may be adjusted upward annually by thepercentage increase intheConsumerPricelndex foral urbanconsumers CPI U All Items 1982 84 100for thepreceding calendar year TheCity shall provide theDeveloperwthacopyofsaid insurancepoliciesAfter June 1 2003 the Developer shall be responsible for one hafof the cost for thefire and extendedcoverage insurance covering theExpanded Conferel1ce Center wth theCity responsible forprocuring suchinsurance and invoicing the Developer for its shareof the cost therefor The Developer orthe ConferenceCenter Operator shallmaintain appropriate workers compensation insurance relating to theoperat ion oftheExpanded Conference Center

Section 4 6 Taxes The City and the Developer do not anticipate that any city orcounty advaoremproperty taxeswill be levied against theExpanded ConferenceCenterortheParking ImprovementsIntheeventand to theextentany such taxesare levied however City agrees to indemnify and hold hannlessDeveloper against any claim against Developer onaccount ofsame

ARTICLE V

CONSTRUCTIONOFNEWHOTELANDOPERATIONOF HOTELS

Section 5 1 DescriptionofHotel Improvements Developer shal construct as itssole cost andexpense onParcels Q P 4 and N 1 afirst class hotel containing approximately 140 guest rooms aswimming pool meeting rooms containing no more than 2 000 square feet of space appropriatelandscaping driveways andwalkways and o h rfacilitiesappropriate for a first class hotel together wthal furnishings fixtures and equ ipment necessary for the operation of such improvements as a first classhotel Such improvements shall beconstructed inconfonnitywththeConceptPlans and bebult to thesamestandards ofquality and workmanshipas theExisting Hotel

Section 5 2 Operat ion ofHotels TheHotel Operator shall operate the Hotels as a first classhotels wth theNewHotel being operated as a first class limited servicehotel During theTenn hereof nooperation or use shal be made conducted or p nnittedwthin the Hotelswhich is inconsistent wth ordetrimenta to the reputation oftheHotels as first class hotels orthe Expanded ConferenceCenter asafirstclass conference center Developer shall at all times comply wth al app licable governmental lawsrdinances rule and regulations in the operation ofhotels

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ARTICLE VI

OPERATION ANDMAINTENANCE OF PARKING IMPROVEMENTSSection 6 1 General The Authori ty has leased the Parking Improvements located onParcels

N Nl and N 2 from theDeveloper in accordancewth theGround Lease and has subleased thesameto theCitypursuant to the Parking Improvements Lease eCity hereby agrees that during theTerm oftheParking Improvements Lease itshall operateorcause tobeoperated theParking Improvements asa parkingfacility in accordance wth the terms of this Restated CORE Agreement and such uniform nondIscriminatory rules and regulations asmay beadopted from time to time No barricades curbs gates orother obstacles shall beerectedwhich blockorprohibi t the free flowoftraffic through theentrances exitsramps anddr ivewayswthintheParking Improvements provided however that nothing hereinshall prohibiti theerectionofsuch curbs and other control orsafety improvements devices which may benecessary tocontrol and direct pedestrian and vehicular trafficwthin the Parking Improvements ii such temporaryclosing ofthe Parking Improvements asmay be necessary for the cleaning repair andmaintenanceofthesameas required from time to time or iii theerectionofsuch toll booths andorentrance andexit gates arerequired to limitaccessto theParking Improvements toauthorized permittees and tocollect rentsdue for theuse ofthe Parking Improvements

Section 6 2 Rent for Spaces TheCity shall have theexclusive right tosetor cause tobeset therents foruseoftheparking spaceswthintheParking Improvements provided that theCityshall consultwthDeveloper prior to establishing orchanging such rates The rent schedule shall beset in good fathwth aviewtoward charging rentsconsistent wthmarket demand and rates charged by parking facilities servingcomparable improvements The renfschedule shall beapplied in auniform andnondiscriminatory mannerexcept that nothing herein shall prohibit thecharging ofapremium for reserved parking spaces The parkingrate for guests oftheHotels and employees ofthe Developer and theConferenceCenter Operator shall be2 50 per day 24 hours period commncing at 12 01 am percaruntil July 1 2002 AfterJuly 1 2002 theparking rate for guests oftheHotels and employees ofthe Developer and theConferenceCenter Operatorshall be 90 ofthe rate charged by theCity ortheAuthorityas t p e case may be to the general public

Section 6 AllocationofSpaces TheParties acknowledge that asapublic facility the ParkingImprovements must beavailable foruse by members ofthegeneral public and thatnomorethan ten percent10 theparking spaces may bereserved for exclusiveuse ofDeveloper TheCity agrees that Developermay at any time upon agreement as to the rentsto bepaid therefor designate up to ten percent 10 ofthetotal parking spaces in the Parking Improvements as reserved for the exclusiveuseofDeveIoper andor itsdesignees Such spaces shall be locatedwithintheParking Deckand thesurfaceparking areaasconvenientlyaspossible for theDeveloper or its designee Useofsuch designated parking areasby Hotel guests shall besubject toal rules and regulations applicable to the Parking Improvements asmay be in effect from time totime including the payment of applicable parking charges or rents The City shall not grant any otherexclusiveorpriority rights

Section 6 Special Parking Needs It is recognized by theCity that Developer may from timetotime require additional parking spaces onashort termbasis in connectionwth special eventsorfunctionsto beheld at theHotel orthe Expanded Conference Center When such needs are identified Developer orthe Conference Center Operator shall notify the operator of the park ing facilities as far in advance aspossible and such operator wll use its best efforts to accommodate such requirements consistent wth itsduty to serve the general public and provided that nothing herein shall require orauthorize such operator to

A Amended and Restated CORE Agreement l19 wp d 15 REH


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ARTICLE VITI

DAMAGEANDDESTRUCTION

Section 8 1 DamageorDestructionofExpanded ConferenceCenter Provided that theHotelsare being operated asahotels in theevent ofdamage toordestruction ofall orany part ofthe ExpandedConferenceCenter during theTerm ofthis Restated CORE Agreement at the request ofDeveloper theCityor the Authority as applicable shall be obligated to promptly utilize al available insurance proceeds torebuild replace and repair such damaged ordestroyed improvements to thesame condition and usefulnessand to thesame general appearance asexisted immediately prior to such damage ordestruction providedthat in the event any damage ordestruction to the Expanded Conference Center has resulted from any eventwhich also caused damage or destruction to all or a substantial part of the Hotels the City s or theAuthority sobligation to rebuild pursuant hereto shall be contingent upon thedecision oftheDeveloper torebuild replace and repair theHotels IfDeveloper requests theCityortheAuthority tomake said insuranceproceeds available and the available insurance proceeds are insufficient to fully restore the ExpandedConference Center the cost ofsuch restoration in excessofavailable insurance proceeds shall be paid b ytheDeveloper Such reconstruction shall be completed asexpedit iously as reasonably possible and shall beperformed in compliance wth the requirements set forth wth respect to the initia construction ofsuchimprovements

Section 8 2 Damage or Destruction ofParking Improvements In the event ofdamage ordestruction of al or any part of the Parking Improvements during the Term of this Restated COREAgreement the City or the Authority as applicable shall be obligated to promptly utilize al availableinsurance proceeds to rebuild replace and repair such damaged ordestroyed improvements to the samecondition and usefulness and to thesame general appearance asexisted immediately prior to such damageordestruction provided however that the extent of the City s or the Authority s obligation to rebuildpursuant hereto shall becontingent upon thecontinued operation oftheExpanded ConferenceCenterortheHotels it being agreed that theCityortheAuthority shall not be required to repair and restore theParkingImprovementexcept to theextent that parking facilities are required in connectionwth theuse and operationofthe remaining Project Improvements Any reconstructionorrepair oftheParking Improvements shall becompleted as expeditiously as reasonably possib le and shall be performed in compliance wth therequirements herein set forthwth respect to the initial construction ofsuch Improvements

Section 8 Clearing DebrisfromRazed Improvements To the extent aParty is not expresslyrequired hereunder torestorealloraportion ofits Improvements destroyed ordamaged by casualty anddoesnot elect to restore such damaged ordestroyed improvements such Party shall promptly razethe portionsthereofwhichare not restoredorrehabilitated bring any Party Wal to the standard ofanexteriorwal clearawayal debris and take all other action including landscap ing requ ired by good constructions practice sothat theareawhich had been occupied by the razed building orport ions thereofwll becompatible wth theremainder ofthe Project provided however this provision shall not prevent such Party from subsequentlybuildingonthe tract so landscaped provided that the plans and specif ications for anynewimprovements tobe constructed onsuch tract and the use thereof shall be subject to the prior written approval of the otherParties thereto

Section 8 Discontinuance ofUse as Hotels To the extent that Developer is not expresslyrequired pursuant to the provisions hereof to restore all ora portion of the Hotels which are damaged ordestroyed by a casualty occurring during theTerm ofthis Restated CORE Agreement and does not elect to

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restore such damaged ordestroyed improvements and inconnection therewith discontinues operat ion oftheHotels Developer shall be released from its obligation hereunder tooperate theHotels for the remainingbalanceoftheTerm hereof provided that theCity shall thereafter beentitled to terminate the provisions ofthis Restated CORE Agreement relating to the operation ofthe Expanded Conference Center by deliveringwrittennoticeofsuch election toDeveloper whereupon theCity shall becomevestedwth ful responsibilityfor theoperation managementmaintenance

and repair oftheExpanded ConferenceCenter and thedischargeofal obligations previously allocatedtoDeveloperwthrespect theretounder any provisions ofthisRestatedCORE Agreement

ARTICLE IX

MISCELLANEOUS

Section 9 1 Term TheTermofthis Restated CORE Agreement and the rights and obligationsofthe parties hereunder shall continue and shall remain binding upon the parties from the date hereofuntilthe earlier of i the date onwhich the Hotels shall have ceased to be operated as hotels for a continuousperiod ofone 1 yearor ii fifty 50 years fromthedateoftheexecution ofthis Restated CORE Agreementthe Term Thereafter this Restated CORE Agreement shall automatically becontinued to theextent andfor themaximum time permitted by Georgia law for successive periods ofone 1 year each for so long astheHotelsshall continue to be operated ashotels unless any party hereto shall elect inwriting to termilatethis Restated CORE Agreement

Section 9 2 Successors and Assigns All termsof thisRestated CORE Agreement shall bebinding upon and inure to thebenefit ofthe respective successorsand assigns oftheParties

Section 9 Transfer ofPropertv Ifduring theTerm any Project property is sold orotherwisetransferred such transfer shall besubject tothis RestatedCORE Agreement and thetransferee shall beboundby its transferor sobligations hereunder as fully asifsuch transfereewereoriginally aparty hereto IfanyParty shall transfer orconvey its entire property at the Project such Party shall not be released from anyfurther liability arising under this Restated CORE Agreement in respect ofany period after the dateofsuchJransfer or conveyance without the written consent of the other Parties which consent shall not beunreasonablywthheld

Section 94 Financing Limitations ofMortgagee Liability Notwithstanding anything to thecontrary contained in this Restated CORE Agreement any Partymay finance its property subject to thisRestated CORE Agreement and in conjunction therewith may convey andorassign either absolutely orconditionally al of its rights and interests under this Restated CORE Agreement to any such mortgageeorlessor ThisRestated CORE Agreement and the r ights interestsand easementscreated hereunder shall beprior and superior toany suchmortgageorleaseofany portion oftheProject Any suchmortgageeor lessorshall be liable for the performance ofthemortgagor sor lessee scovenantsand obligations hereunder onlyifand for so long as suchmortgageeorlessor comesinto and holds possession orhas a right to possessionofsuchMortgagor sor lessee sproperty but upon any such transfer orfurther lease the transferee shall besubject to the termsof this Restated CORE Agreement Except as specifically provided in this RestatedCORE Agreement nomortgagee s all have any personal orcorporate liabilitywth regard to any provisionofthis Restated CORE Agreement during the period ofsuch mortgagee s ownersh ip orpossession ofany

A lAmended and Restated CORE Agreement fI9 wpd 18 REH


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property encumbered hereby any such mortgagee s liability hereunder being limited to its interest in theproperty covered by such mortgage any improvements erected thereon and the rents and other incomederived therefrom

Section 9 5 Notices Anynotice request demand approval orconsent given orrequired to begiven under this Restated CORE Agreement shall be inwriting and shall bedeemed to have been given ormadeorcommunicated when delivered by hand when received asevidenced by theofficia return receiptoftheU S Postal Service ifmailed by certified orregistered United States mal postage pre paid returnreceipt requested orwhendelivered ifsentby FederalExpress orother recognized overnight courier deliveryservice addressed as followsIn case ofthe City toAugusta Richmond CountyCity County Municipal Building530 Greene StreetAugusta Georgia 30901Attn City Administrator

In the case ofthe Developer toAugusta Riverfront Lmited PartnershipOne 10th Street Riverfront Center Suite 340Augusta Georgia 30901Attn Mr Paul S Simon

In the case oftheAuthority toTheDowntown Development AuthorityoftheCityofAugusta Georgia4 FifthStreet

Augus ta Georgia 30901

With a copy toBurnside Wall Daniel Ellison RevellPost Office Box 2125Augusta Georgia 30903Attn CityAttorney

With a copy toHul Towll Norman Barrett Salley PCPost Office Box 1564Augusta Georgia 309 3Attn Managing Partner

With a copy toWarlick Tritt Stebbins

5 th Floor First Union Bank Bldg699 Broad Street

I Augusta Georgia 30901Attn Managing Partner

AnyPartymay at any time change its address for the abovepurposesbygiving noticesto theotherParties in themannerherein provided such designation being effective from and after the day ofreceipt ofnotice thereof by theother PartiesSection 9 6 Notice to Mortgagees Each Party giving notice ofa defaut under this RestatedCORE Agreement shall send by registered orcertified United States mail postage pre paid acopy ofsuchnotice to any holder ofamortgageonthe propertyor improvements of the Party so notified provided thatsuch holder shall havesent theParty giving thenoticeofdefault anotice in forming itoftheexistenceofsuch

mortgage and the nameof the person orofficer and the address towhich copies of such notices ofdefautare to besent and such holder shall bepermitted tocureany such default nolater than thirty 30 days aftera copy ofthe notice ofdefault shall have been sent to such holder provided that in the case ofa defaultwhich cannotwth dil igence be remedied wthin such period ofthirty 30 days such holder shall have suchadditional period asmay be necessary to remedy such default wth dil igence and continuity

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Section 9 7 Waver of Subrogation Each Pa rty h e reby agrees not to assign to any insurancecompany any rightorcause ofaction for damage to theProject any property located therein orfor damagetopersons orpropertyofothers which any Party nowhasormay subsequently acquire against another Partyduring the term ofthisAgreement and expressly waives al rights ofrecovery for such damage Thissectionshall only apply i where such insurance as described herein allows the insured to enter intoanagreementwaiving recovery r ights and ii to the extent insurance proceeds are recovered

Section 9 8 Amendments andModifications This RestatedCORE Agreementmay be amendedormodifiedonly by written instrument signed by each oftheParties hereto affected by such amendment ormodification Any such amendment ormodification shall bemade and executed in recordable form Acopyofeach such modification or amendment shall be provided to each Party hereto evenifa Party is not asignatory to such modificationoramendment

IN WITNESSWHEREOF the parties hereto have caused these presents to beexecuted under sealeffective the date and year first abovewritten

Signed sealed and delivered in thepresence of

Au

ot

A0S I 0I a Ijr7 o

t3 kJ hUnof IciaWiiles By

Augusta Riverfront Lmited Partnershipa Georgia limited partnership

Notarial Seal Sealcfr

o J

1

C MyFiles62 Riverfronl lAmended and RestatedCORE Agreement 8 wp d 20 REH


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Signed sealed and delivered in thepresertce pf

ErtNotaryPublic

Notarial Seal

P Pc

1

1

C MyFiles 162 Riverfront lAmended and Restated CORE Agreement 8 wp d

TheDowntownDevelopment AuthorityoftheCity of sta GeorgiaBy tJIj

ItsChairman

1 73dItsSecretarySeal

2l REH


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JUL 07 1999 09 21

CONSENT

P 03 04

First UnionNational Bank successor to FirstUnionNational BankofGeorgia as irantee underthatDeed toSecureDebt an d Assigmnent ofRent from theAuthority dated July 16 1 9 9 0 md recorded intheelertc sOfficeat Realty Reel339 P a g e 957 ii assignee under IbaICoodiUoaal Assignment ofLeasefrom theAuthority dated July 16 1 9 9 0 and recorded in theClerk sOfficeaI Realty Ree1339 Page 1 056and iii secured party UDder that Security Agreement from th e Authority dated July 16 1990 herebyconsents to the transactions described in this Restated CORE AgreementEltccutcd under seal this day of1une 1999

First UnionNational BanksuceSS f9First unJ t o n a l BankofBy

AJiLS VcSeal

Signed sealed and delivered in the

Unofficial ImessfN P bl 4orary U Ie VA

CJ INo l 4co S tio Clnf0G p rts JIf P3 1 QCt Je oJ j9CO J t1

A t 22 UJ4


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CONSENT

First UnionNational Bank successor toFirstUnionNationa BankofGeorgia as i grantee underthat Deed to SecureDebt and Assignment ofRent from theAuthority dated July 16 1990 and recorded intheClerk sOffice at Realty Reel 339 Page 957 ii assignee under thatConditiona Assignment ofLeasefrom theAuthority dated July 16 1990 and recorded in theClerk sOffice at Realty Reel 339 Page 1056and iii secured party under that Security Agreement from the Authority dated July 16 1990 herebyconsents to the transactions described in this Restated CORE AgreementExecuted under seal this day ofJune 1999


First Union National Bank successortoFirst Union National Bank ofGeorgiaBy

Unofficia Witness As its

SealNotaryPublic

Notarial Seal

AAmended and Restated CORE Agreement 9 wp d 22 REH


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JUL 07 1999 09 21 P 04 04

CONSENT

S O lt h T r u s t Bank NAfIa SouthTrust Bank ofGeorgia NA as grantee under that SecurityDeed Sccurity Agreement and Assignment ofRent ftom the Developer dated September 26 1996 andrecorded in theelcrit sOfficeat tyReel 535 Page 1757 hereby ccmsents tothe traDsactions describedin this RestatedCORE Agreement and spe ificlly releases PaneN2 from the liencreated by theabovereference insbmenL SouthTrust Bank N A acknowledges that its lien created by the above referencedinstrument shall not be expanded to cover any property no t already encumbered by theabove referencedinstrumentExecuted under seal this day ofJune 1 9 9 9

Signed seale4 and delivered in thepresenceof7 c t5aca

UnofficiaWitnessi J J t O f 2 0 4 1 5Notary Publ N o l i l lYPIblie Richmond County CMy Commission Expires April 26 2COJNlJtarialSeal

SouthTrust Bank NABY

l

Seal

aIlIi 23 UK

TOTAL P 04


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CONSENT

SouthTrust Bank NAfSouthTrust Bank ofGeorgia NA as grantee under that SecurityDeed Security Agreement and Assignment ofRent from the Developer dated September 26 1996 andrecorded in theClerk sOffice at Realty Reel 535 Page 1757 hereby consents to the transactions describedin this RestatedCORE Agreement and specifically releases Parcel N 2 from the lien created by theabovereference instrument SouthTrust Bank NA acknowledges that its lien created by the above referencedinstrument shall not be expanded to coverany property not already encumbered by the above referencedinstrumentExecuted under seal this da y ofJune 1999


SouthTrust Bank NA

ByAs its

Unofficia WitnessSeal

NotaryPublicNotarial Seal

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ly yuLd L rll UlU ur LfIL UiLvr l j UO O I OOj Jdl l101 i4i tage d ldNO 1oo P00201119 18 06

Obl

r 1 1 U S DEPARnotENTOFHOUSINGANO URBAN OEVELOPMENTWASHINGTON O C 1o7000aJASSlSTAHT S f t I W T A AR jATYPHCue

Mr Charlie R Oliver PE CPAAdministratorRoom 30 I Munic ipal Building530 GreeneStreetAugusta GA 30911

JANII

OearMr Oliver

Subject UDAGNo B 87 AA IJ 0095Riverfront Augusta7 SOO OOO

Thil letter is to inform you that your recent request to amend the repayment ana reuse ofUDAG funds is acceptable to the Depanment ofHousina and Urban Development

We unders1and that the developer of Riverfront Augusta plans an expansion of theexisting cOllVcntion center in tandem with the proposed Radisson Hotel also adjactnt to theconvention centerI

To conclude HUD concurs with your request to a ep 3 15 million as repayment ofthe ful UDAG loan from th Riverfront Augusta developer

Ifyou have any questions please al1 202 708 2290 W remoUn eager to wock inpartnership with you to further economi revitalizationVcry sincerely yoursvJJ 11 INelson BregonDirectorOffice ofEconomic Developmenl andEmpowcnnent Service

Exhibit A


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Exhibit B

J JnL

RICK WAI

I t

VKKMETAlblHPOLE Y0K

S

ASPHALTL01

I

I

tJt l

iI

amended and restated construction

Documents