BACKGROUNDEscrow Agreement • October 29th, 2003 • Sardy House LLC • Hotels & motels • Colorado
EXHIBIT 10.9 MANAGEMENT AGREEMENT BY AND BETWEENManagement Agreement • July 15th, 2003 • Sardy House LLC • Hotels & motels • Colorado
RECITALSSubscription Agreement • October 29th, 2003 • Sardy House LLC • Hotels & motels • Colorado
Exhibit 3.2 SARDY HOUSE, LLC A Colorado Limited Liability Company LIMITED LIABILITY COMPANY OPERATING AGREEMENT Effective as of March 21, 2003 THE INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT HAVE NOT BEEN REGISTERED...Operating Agreement • May 23rd, 2003 • Sardy House LLC • Colorado
FIRST AMENDMENT TO MANAGEMENT AGREEMENT BY AND BETWEEN SARDY HOUSE, LLC AND BLOCK 66, LLCManagement Agreement • October 6th, 2003 • Sardy House LLC • Hotels & motels
BACKGROUNDEscrow Agreement • December 24th, 2003 • Sardy House LLC • Hotels & motels • Colorado
RECITALSRegistration Rights Agreement • May 23rd, 2003 • Sardy House LLC • Colorado
. . EXHIBIT 10.12 BUSINESS LOAN AGREEMENTBusiness Loan Agreement • October 6th, 2003 • Sardy House LLC • Hotels & motels • Colorado
THIS BUSINESS LOAN AGREEMENT DATED AUGUST 22, 2003, IS MADE AND EXECUTED BETWEEN NORTH AND SOUTH ASPEN, LLC; AND SARDY HOUSE, LLC ("BORROWER") AND WESTSTAR BANK ("LENDER") ON THE FOLLOWING TERMS AND CONDITIONS. BORROWER HAS RECEIVED PRIOR COMMERCIAL LOANS FROM LENDER OR HAS APPLIED TO LENDER FOR A COMMERCIAL LOAN OR LOANS OR OTHER FINANCIAL ACCOMMODATIONS, INCLUDING THOSE WHICH MAY BE DESCRIBED ON ANY EXHIBIT OR SCHEDULE ATTACHED TO THIS AGREEMENT ("LOAN"). BORROWER UNDERSTANDS AND AGREES THAT: (A) IN GRANTING, RENEWING, OR EXTENDING ANY LOAN, LENDER IS RELYING UPON BORROWER'S REPRESENTATIONS, WARRANTIES, AND AGREEMENTS AS SET FORTH IN THIS AGREEMENT; (B) THE GRANTING, RENEWING, OR EXTENDING OF ANY LOAN BY LENDER AT ALL TIMES SHALL BE SUBJECT TO LENDER'S SOLE JUDGMENT AND DISCRETION; AND (C) ALL SUCH LOANS SHALL BE AND REMAIN SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
FORM OF]Escrow Agreement • October 6th, 2003 • Sardy House LLC • Hotels & motels • Colorado
EXHIBIT 3.5 SARDY HOUSE, LLC A COLORADO LIMITED LIABILITY COMPANY LIMITED LIABILITY COMPANY OPERATING AGREEMENT EFFECTIVE AS OF MARCH 31, 2003Limited Liability Company Operating Agreement • October 6th, 2003 • Sardy House LLC • Hotels & motels • Colorado
Exhibit 1.3 [FORM OF UNDERWRITING AGREEMENT] MINIMUM OF 7 MEMBERSHIP INTERESTS MAXIMUM OF 25 MEMBERSHIP INTERESTS SARDY HOUSE, LLC UNDERWRITING AGREEMENT W. G. Nielsen & Company As Underwriter 3200 Cherry Creek South Drive Suite 470 Denver, CO 80209...Underwriting Agreement • October 29th, 2003 • Sardy House LLC • Hotels & motels • Colorado
THE CITADEL W.G. NIELSEN & CO. 3200 CHERRY CREEK DRIVE SOUTH ------------------ SUITE 470 INVESTMENT BANKING DENVER, CO 80209 303-830-1515 MEMBER NASD FAX 303-830-6620 ENGAGEMENT AGREEMENT BY AND BETWEEN W. G. NIELSEN & CO. AND SARDY HOUSE LLCEngagement Agreement • October 29th, 2003 • Sardy House LLC • Hotels & motels • Colorado
. . EXHIBIT 10.4 COMMERCIAL SECURITY AGREEMENTCommercial Security Agreement • May 23rd, 2003 • Sardy House LLC • Colorado
. . EXHIBIT 10.3 CONSTRUCTION LOAN AGREEMENTConstruction Loan Agreement • July 15th, 2003 • Sardy House LLC • Hotels & motels • Colorado
. . EXHIBIT 10.11 CHANGE IN TERMS AGREEMENTChange in Terms Agreement • October 6th, 2003 • Sardy House LLC • Hotels & motels • Colorado
DESCRIPTION OF EXISTING INDEBTEDNESS. A Promissory Note dated March 28, 2003 between North & South Aspen, LLC and WestStar Bank, in the amount of $4,000,000.00, maturing on April 30, 2006.
EXHIBIT 10.8 CONSTRUCTION MANAGEMENT AGREEMENT This Construction Management Agreement (the "Agreement") is made this 11th day of April, 2003, by and between SARDY HOUSE, LLC, a Colorado limited liability company (hereinafter "Owner"), and BLOCK 66,...Construction Management Agreement • October 6th, 2003 • Sardy House LLC • Hotels & motels • Colorado
EXHIBIT 10.1 CONTRACT FOR THE PURCHASE AND SALE OF REAL ESTATE ASPEN, COLORADO March 20, 2003Contract for the Purchase and Sale of Real Estate • May 23rd, 2003 • Sardy House LLC • Colorado
FORM OF]Client Registration and Finder's Fee Agreement • October 6th, 2003 • Sardy House LLC • Hotels & motels
