Please record and return to:
Kaye Scholer LLP
250 West 55th Street
New York, New York 10019-9710
Attn: Jeannie Bionda, Esq.
ESTOPPEL CERTIFICATE AND AGREEMENT
November ___, 2014
German American Capital Corporation, and its successors and assigns
60 Wall Street, 10th Floor
New York, New York 10005
Attention: Robert W. Pettinato
Eager Road Associates Northeast II, L.L.C., and its successors and assigns
8300 Eager Road, Suite 601
St. Louis, Missouri 63144
Eager Road Associates North, L.L.C., and its successors and assigns
8300 Eager Road, Suite 601
St. Louis, Missouri 63144
Eager Road Associates East, L.L.C., and its successors and assigns
8300 Eager Road, Suite 601
St. Louis, Missouri 63144
Eager Road Associates, L.L.C., and its successors and assigns
8300 Eager Road, Suite 601
St. Louis, Missouri 63144
Re:
The Meridian at Brentwood, Brentwood, Missouri
Ladies and Gentlemen:
Reference is hereby made to (i) the Second Amendment to and Restatement of
Redevelopment Agreement dated as of October 10, 2002, between the City of Brentwood,
Missouri (the “City”) and Eager Road Associates, L.L.C. (the “Developer”) (such agreement, as
amended by the amendments listed on Schedule 1, the “Redevelopment Agreement”) and (ii) the
Trust Indenture dated as of December 1, 2007, between the City and UMB Bank, N.A., as trustee
(the “Bond Trustee”) (the “Bond Indenture”) and the bonds listed on Schedule 2 that were
issued pursuant thereto (collectively, the “TIF Bonds”).
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Capitalized terms used and not defined in this Estoppel Certificate and Agreement
(this “Estoppel”) shall have the meanings ascribed to such terms in the Redevelopment
Agreement. For purposes of this Estoppel, the term “Person” means any individual, corporation,
partnership, limited liability company, joint venture, estate, trust, unincorporated association, any
other person or entity, and any federal, state, county or municipal government or any bureau,
department or agency thereof and any fiduciary acting in such capacity on behalf of any of the
foregoing.
This Estoppel is being executed and delivered in connection with a proposed loan
(the “Loan”) anticipated to be made by German American Capital Corporation (together with its
successors and/or assigns, “Lender”) with respect to the property located at 1401 S. Hanley
Road, 1405 S. Hanley Road and 8352 Musick Memorial Drive, Brentwood, Missouri (such land
and improvements, collectively, the “Property”). The Property is currently owned by Eager
Road Associates North, L.L.C. (“ERA North”) and Eager Road Associates East, L.L.C. (“ERA
East”) and will be conveyed by ERA North and ERA East to Eager Road Associates Northeast
II, L.L.C. (together with its successors and assigns, the “Owner”) prior to, or concurrently with,
the closing of the Loan. Lender will be relying on this Estoppel in making the Loan.
The legal description of the Property and the Redevelopment Area is attached
hereto as Exhibit A. This Estoppel is being recorded as against all properties within the
Redevelopment Area.
CERTIFICATIONS BY CITY
The City hereby certifies and confirms the following as of the date of this
Estoppel:
1.
Redevelopment Agreement in Force; Amendments.
The
Redevelopment Agreement is in full force and effect. DCM Management Company assigned all
of its rights, title and interest in the Redevelopment Agreement to Developer and is no longer a
party to the Redevelopment Agreement. The Redevelopment Agreement has not been amended,
supplemented, modified, restated and/or assigned except pursuant to the amendments and other
instruments listed on Schedule 1.
2.
No Termination. The City has not given or received any notice for
the purpose of terminating the Redevelopment Agreement.
3.
No Default. To the best of the City’s knowledge, no default, event
of default or breach by Developer or Owner (or any prior owner) that has not been waived by the
City exists or continues under the Redevelopment Agreement, and no event has occurred or facts
or circumstances exist that, with the passage of time or giving of notice, will or could constitute a
default, event of default or breach by Developer or Owner (or any prior owner) under the
Redevelopment Agreement.
4.
Amounts Paid. Any amounts required to be paid prior to the date
hereof by Developer or Owner (or any prior owner) to the City pursuant to the Redevelopment
Agreement have been paid in full.
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5.
City not in Default. The City is not in default under the
Redevelopment Agreement and has not breached any of the terms of the Redevelopment
Agreement.
6.
Substantial Completion. The City has accepted a Certificate of
Substantial Completion for Phase II of the Redevelopment Project.
7.
Subordination or Sale by the City. The City has not subordinated
or caused to be subordinated its interest in the Redevelopment Agreement to any deed of trust or
other lien. The City has not sold, transferred or assigned the Redevelopment Agreement or the
Bond Indenture or otherwise incurred or granted a lien or encumbrance on its interest in the
Redevelopment Agreement or the Bond Indenture, except as provided in the Bond Indenture.
8.
Litigation. There is no litigation or proceeding pending or, to the
best of the City’s knowledge, threatened against or affecting the City which would affect the
Redevelopment Agreement or the ability of the City to perform any of its obligations under the
Redevelopment Agreement.
9.
Insolvency. None of the following events have occurred: (a) the
filing of a petition in bankruptcy, insolvency or reorganization, or for the appointment of a
receiver or trustee, affecting City, or (b) the making of an assignment by City for the benefit of
its creditors.
10.
Notice of Default or Termination. No notice of default or notice of
cancellation or termination of the Redevelopment Agreement shall be deemed given by or on
behalf of the City to any Person unless a copy is also served upon the Lender in accordance with
the notice provisions of the Redevelopment Agreement but at the following address:
German American Capital Corporation
60 Wall Street, 10th Floor
New York, New York 10005
Attn: Robert W. Pettinato, Jr.
with a copy to:
Kaye Scholer LLP
250 West 55th Street
New York, New York 10019-9710
Attn: Jeannie Bionda, Esq.
11.
Lender’s Right to Cure. In the event of any default by the Owner
under the Redevelopment Agreement, Lender shall have the same period as Owner has under the
Redevelopment Agreement (after service of notice upon such default) to remedy or cause to be
remedied the specific default plus an additional 30 days (or, if the default is not capable of cure
within 30 days, plus such additional period as may be reasonably necessary for Lender to effect a
cure of such default (such additional period not to exceed ninety (90) days)), and the City will
accept such performance by Lender.
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12.
No Purchase Option or Right. The City has no option, right of first
refusal or right of first offer (or any other right, including any right of reversion) to purchase,
acquire or lease the Property (or any portion thereof, or interest therein or in Developer, Owner
or any prior owner). The Option and Right of First Refusal Agreement dated as of May 16, 2003
in favor of the City has been terminated and is of no further force or effect.
13.
No Lien by City. The City has no lien, encumbrance, claim or
charge (and has no right to assert or claim any lien, encumbrance, claim or charge) in or to or
with respect to all or any portion of the Property (or any income or rents from the Property) by
virtue of the Redevelopment Agreement, the Bond Indenture or the TIF Bonds, except with
respect to any unpaid property taxes or payments in lieu of taxes.
14.
No Amendment or Termination. There shall be no cancellation,
termination, waiver, surrender, acceptance of surrender, amendment, modification or assignment
of the Redevelopment Agreement or the Bond Indenture without the prior written consent of
Lender, which consent shall not be unreasonably withheld, delayed or conditioned (and if any
such action is taken without the prior written consent of Lender, then such action shall not be
binding on Lender); provided, the Lender hereby consents to the proposed Eighth Amendment to
and Restatement of Redevelopment Agreement attached hereto as Exhibit B and to the proposed
assignment of the Eighth Amendment to and Restatement of Redevelopment Agreement
pursuant to the proposed Amended and Restated Trust Indenture attached hereto as Exhibit C.
15.
Casualty and Condemnation.
The City agrees that,
notwithstanding any provision of the Redevelopment Agreement or the Bond Indenture (or any
other document or instrument) to the contrary, in the event of destruction or damage to any
portion of the Redevelopment Project by fire or other casualty during the term of this Estoppel,
or in the event of a condemnation or taking (for public or quasi-public use) of any portion of the
Property during the term of the Redevelopment Agreement, for so long as the Loan (or any loan
in replacement or substitution of the Loan) shall be in effect, the proceeds of insurance and the
condemnation award (after deducting any reasonable cost and expenses incurred in the collection
thereof) that are paid, distributed and/ or awarded in respect of the Property shall be held by
Lender (or its designee) and applied by Lender (or its designee) (i) first, in accordance with the
terms of any mortgage or other loan documents (collectively, the “Loan Documents”)
evidencing and/or securing the Loan or any replacement or substitute loan (including to the
repayment or prepayment of such Loan or loan, if the loan documents evidencing and/or
securing such Loan or loan require that insurance proceeds and/or condemnation awards be
applied to the repayment or prepayment of the Loan or loan), and (ii) second, if any proceeds or
awards remain, after being applied as required in the Loan Documents, to the restoration,
reconstruction and/or repair of the Property to at least the quality and condition of such
improvements existing immediately prior to such fire or other casualty, if not already so restored,
reconstructed or repaired, or, if permitted by the Loan Documents, at the option of the Owner in
its sole and absolute discretion and, if any tax-exempt TIF Obligations are then outstanding, with
an opinion of Bond Counsel (as defined in the Bond Indenture) that the application of such funds
will not adversely affect the exclusion from federal gross income of interest on any tax-exempt
TIF Obligations then outstanding, to the repayment or redemption of TIF Obligations. The City
acknowledges that Lender (or its designee) shall hold any proceeds or condemnation awards.
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16.
Authority of City’s Signatory, Consents.
The undersigned
representative of the City is duly authorized and fully qualified to execute this instrument on
behalf of the City thereby binding the City. All consents, approvals, authorizations, orders or
filings of or with any court or governmental agency or body or Person, if any, required for the
execution, delivery and performance of this Estoppel by the City have been duly obtained or
made. Upon the written request of Lender (or its successors or assigns), the City agrees to enter
into an agreement on terms and conditions comparable to this Agreement with any other
mortgage lender who will be granted a deed of trust or mortgage against the Property, if the same
is reasonably required to facilitate a sale or refinancing of all or any portion of the Property.
CERTIFICATIONS BY DEVELOPER
The Developer hereby certifies and confirms the following as of the date of this
Estoppel:
17.
Redevelopment Agreement in Force; Amendments.
The
Redevelopment Agreement is in full force and effect. DCM Management Company assigned all
of its rights, title and interest in the Redevelopment Agreement to Developer and is no longer a
party to the Redevelopment Agreement. The Redevelopment Agreement has not been amended,
supplemented, modified, restated and/or assigned except pursuant to the amendments and other
instruments listed on Schedule 1.
18.
No Termination. The Developer has not given or received any
notice for the purpose of terminating the Redevelopment Agreement.
19.
Amounts Paid. Any amounts due from the City to Developer or
the Owner (or any prior owner) under the Redevelopment Agreement have been paid in full by
the City.
20.
City not in Default. The City is not in default under the
Redevelopment Agreement and has not breached any of the terms of the Redevelopment
Agreement.
21.
Substantial Completion. All of the Property is included in Phase
II, and no part of the Property is in Phase I. Substantial Completion of Phase II has occurred.
All construction and construction-related obligations of any kind (under the Redevelopment
Agreement) have been fully and finally completed.
22.
No Amendment or Termination. There shall be no cancellation,
termination, waiver, surrender, acceptance of surrender, amendment, modification or assignment
of the Redevelopment Agreement or the Bond Indenture without the prior written consent of
Lender, which consent shall not be unreasonably withheld, delayed or conditioned (and if any
such action is taken without the prior written consent of Lender, then such action shall not be
binding on Lender); provided, the Lender hereby consents to the proposed Eighth Amendment to
and Restatement of Redevelopment Agreement attached hereto as Exhibit A and to the proposed
assignment of the Eighth Amendment to and Restatement of Redevelopment Agreement
pursuant to the proposed Amended and Restated Trust Indenture attached hereto as Exhibit B.
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23.
Casualty and Condemnation. The Developer agrees (on its behalf
and on behalf of Owner and any future owner) that, notwithstanding any provision of the
Redevelopment Agreement or the Bond Indenture (or any other document or instrument) to the
contrary, in the event of destruction or damage to any portion of the Redevelopment Project by
fire or other casualty during the term of this Estoppel, or in the event of a condemnation or
taking (for public or quasi-public use) of any portion of the Property during the term of the
Redevelopment Agreement, for so long as the Loan (or any loan in replacement or substitution of
the Loan) shall be in effect, the proceeds of insurance and the condemnation award (after
deducting any reasonable cost and expenses incurred in the collection thereof) that are paid,
distributed and/ or awarded in respect of the Property shall be held by Lender (or its designee)
and applied by Lender (or its designee) (i) first, in accordance with the terms of any mortgage or
other loan documents (collectively, the “Loan Documents”) evidencing and/or securing the Loan
or any replacement or substitute loan (including to the repayment or prepayment of such Loan or
loan, if the loan documents evidencing and/or securing such Loan or loan require that insurance
proceeds and/or condemnation awards be applied to the repayment or prepayment of the Loan or
loan), and (ii) second, if any proceeds or awards remain, after being applied as required in the
Loan Documents, to the restoration, reconstruction and/or repair of the Property to at least the
quality and condition of such improvements existing immediately prior to such fire or other
casualty, if not already so restored, reconstructed or repaired, or, if permitted by the Loan
Documents, at the option of the Owner in its sole and absolute discretion and, if any tax-exempt
TIF Obligations are then outstanding, with an opinion of Bond Counsel (as defined in the Bond
Indenture) that the application of such funds will not adversely affect the exclusion from federal
gross income of interest on any tax-exempt TIF Obligations then outstanding, to the repayment
or redemption of TIF Obligations. The Developer acknowledges that Lender (or its designee)
shall hold any proceeds or condemnation awards.
24.
Authority of Developer’s Signatory, Consents. The undersigned
representative of the Developer is duly authorized and fully qualified to execute this instrument
on behalf of the Developer thereby binding the Developer. All consents, approvals,
authorizations, orders or filings of or with any court or governmental agency or body or Person,
if any, required for the execution, delivery and performance of this Estoppel by the Developer
have been duly obtained or made. Upon the written request of Lender (or its successors or
assigns), the Developer agrees to enter into an agreement on terms and conditions comparable to
this Agreement with any other mortgage lender who will be granted a deed of trust or mortgage
against the Property, if the same is reasonably required to facilitate a sale or refinancing of all or
any portion of the Property.
CERTIFICATIONS BY BOND TRUSTEE
The Bond Trustee hereby certifies and confirms the following as of the date of
this Estoppel:
25.
No Lien by Bond Trustee. The Bond Trustee has no lien,
encumbrance, claim or charge (and has no right to assert or claim any lien, encumbrance, claim
or charge) in or to or with respect to all or any portion of the Property (or any income or rents
from the Property) by virtue of the Redevelopment Agreement, the Bond Indenture or the TIF
Bonds.
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26.
No Approval Rights. The Bond Trustee has no consent or
approval right over (i) any transfer, conveyance, disposition, assignment, mortgage or pledge of
all or any portion of the Property (or any interest in Developer, Owner or any prior owner), or (ii)
any lease (or sublease, license or right of occupancy) of all or any portion of the Property.
27.
No Amendment or Termination. There shall be no cancellation,
termination, waiver, surrender, acceptance of surrender, amendment, modification or assignment
of the Redevelopment Agreement or the Bond Indenture without the prior written consent of
Lender, which consent shall not be unreasonably withheld, delayed or conditioned (and if any
such action is taken without the prior written consent of Lender, then such action shall not be
binding on Lender); provided, the Lender hereby consents to the proposed Eighth Amendment to
and Restatement of Redevelopment Agreement attached hereto as Exhibit A and to the proposed
assignment of the Eighth Amendment to and Restatement of Redevelopment Agreement
pursuant to the proposed Amended and Restated Trust Indenture attached hereto as Exhibit B.
28.
Casualty and Condemnation. The Bond Trustees agree that,
notwithstanding any provision of the Redevelopment Agreement or the Bond Indenture (or any
other document or instrument) to the contrary, in the event of destruction or damage to any
portion of the Redevelopment Project by fire or other casualty during the term of this Estoppel,
or in the event of a condemnation or taking (for public or quasi-public use) of any portion of the
Property during the term of the Redevelopment Agreement, for so long as the Loan (or any loan
in replacement or substitution of the Loan) shall be in effect, the proceeds of insurance and the
condemnation award (after deducting any reasonable cost and expenses incurred in the collection
thereof) that are paid, distributed and/ or awarded in respect of the Property shall be held by
Lender (or its designee) and applied by Lender (or its designee) (i) first, in accordance with the
terms of any mortgage or other loan documents (collectively, the “Loan Documents”)
evidencing and/or securing the Loan or any replacement or substitute loan (including to the
repayment or prepayment of such Loan or loan, if the loan documents evidencing and/or
securing such Loan or loan require that insurance proceeds and/or condemnation awards be
applied to the repayment or prepayment of the Loan or loan), and (ii) second, if any proceeds or
awards remain, after being applied as required in the Loan Documents, to the restoration,
reconstruction and/or repair of the Property to at least the quality and condition of such
improvements existing immediately prior to such fire or other casualty, if not already so restored,
reconstructed or repaired, or, if permitted by the Loan Documents, at the option of the Owner in
its sole and absolute discretion and, if any tax-exempt TIF Obligations are then outstanding, with
an opinion of Bond Counsel (as defined in the Bond Indenture) that the application of such funds
will not adversely affect the exclusion from federal gross income of interest on any tax-exempt
TIF Obligations then outstanding, to the repayment or redemption of TIF Obligations. The Bond
Trustee acknowledges that Lender (or its designee) shall hold any proceeds or condemnation
awards.
Authority of Bond Trustee’s Signatory, Consents. The undersigned representative of the Bond
Trustee is duly authorized and fully qualified to execute this instrument on behalf of the Bond
Trustee thereby binding the Bond Trustee. All consents, approvals, authorizations, orders or
filings of or by any Person, if any, required for the execution, delivery and performance of this
Estoppel by the Bond Trustee have been duly obtained or made and this Estoppel is binding on
the holder of the TIF Bonds. For avoidance of doubt, Bond Trustee confirms that the Credit
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Facility (as defined in the Bond Indenture) has been terminated, and that the approval of the
Credit Facility Provider (as defined in the Bond Indenture) is not required in connection with the
delivery of this Estoppel. Upon the written request of Lender (or its successors or assigns), Bond
Trustee agrees to enter into an agreement on terms and conditions comparable to this Estoppel
with any other mortgage lender who will be granted a deed of trust or mortgage against all or any
portion of the Property, if the same is reasonably required to facilitate a sale or refinancing of all
or any portion of the Property.
GENERAL PROVISIONS
29.
Conflicts Between Documents. To the extent the terms of this
Estoppel conflict with the terms of the Redevelopment Agreement or the Bond Indenture, then
the terms of this Estoppel shall control.
30.
Beneficiaries of this Estoppel; Runs with the Land. The terms of
this Estoppel shall bind the undersigned, the holders of the TIF Bonds and their respective
successors and assigns. The terms of this Estoppel shall inure to the benefit of the City, the
Developer, Owner, all prior and all future owners of the Property (or any portion thereof or
interest therein), Lender and any co-lender, participant lender or subsequent lender (and the
respective successors and assigns of all of the foregoing Persons, including, without limitation,
any person who forecloses or takes a deed or assignment in lieu of foreclosure or purchases the
Property (or any portion thereof) in or following a foreclosure), all of whom shall be entitled to
rely on this Estoppel and the certifications set forth herein. The provisions of this Estoppel run
with the land and the Property.
31.
the State of Missouri.
Governing Law. This Estoppel shall be governed by the laws of
32.
Counterparts. This Estoppel may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall constitute one and
the same Agreement.
33.
General. This Estoppel may not be modified or amended except
by written agreement of the parties hereto. The headings contained in this Estoppel have been
inserted for convenience of reference only and shall in no way restrict or otherwise modify any
of the terms and provisions hereof. If any term, covenant or condition of this Estoppel, or the
application thereof to any person or circumstance, shall to any extent be invalid or
unenforceable, the remainder of this Estoppel, or the application of such term, covenant or
condition to persons or circumstances other than those as to which it is invalid or unenforceable,
shall not be affected thereby and each term, covenant and condition of this Estoppel shall be
valid and enforceable to the fullest extent permitted by law. This Estoppel represents the entire
agreement between the parties and all prior negotiations and communications between the parties
concerning the matters set forth in this Estoppel are superseded hereby.
[Signatures on following pages]
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IN WITNESS WHEREOF, the undersigned have caused this Estoppel Certificate and
Agreement to be executed and delivered as of the date first written above.
CITY OF BRENTWOOD, MISSOURI
(SEAL)
By:
Attest:
Pat Kelly, Mayor
Bola Akande, City Clerk
EAGER ROAD ASSOCIATES, L.L.C.
By:
Don C. Musick III, Manager
UMB BANK, N.A.
By: ________________________________
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STATE OF MISSOURI
COUNTY OF ST. LOUIS
)
) SS
)
On this _____ day of __________, 2014, before me appeared PAT KELLY, to me
personally known, who, being by me duly sworn, did say that he is the Mayor of the CITY OF
BRENTWOOD, MISSOURI, an incorporated political subdivision of the State of Missouri, and
that the seal affixed to the foregoing instrument is the seal of said City, and said instrument was
signed and sealed in behalf of said City by authority of its Board of Aldermen, and said PAT
KELLY acknowledged said instrument to be the free act and deed of said City.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
in the County and State aforesaid, the day and year first above written.
______________________________
__
Notary Public
(SEAL)
My Commission Expires:
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STATE OF MISSOURI
COUNTY OF ST. LOUIS
)
) SS
)
On this _____ day of __________, 2014, before me appeared DON C. MUSICK
III, to me personally known, who, being by me duly sworn, did say that he is a Manager of Eager
Road Associates, L.L.C., a Missouri limited liability company, and that he is authorized to sign
the instrument on behalf of said limited liability company, and acknowledged to me that he
executed the within instrument as said limited liability company’s free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal in the County and State aforesaid, the day and year first above written.
__________________________________
Notary Public
(SEAL)
My Commission Expires:
Bill No 5927 Meridian - City_UMB Estoppel (Clean 11 13 14)
STATE OF MISSOURI
COUNTY OF ST. LOUIS
)
) SS
)
On this _____ day of __________, 2014, before me appeared
[__________________], to me personally known, who, being by me duly sworn, did say that he
is a [________________] of UMB Bank, N.A. and that he is authorized to sign the instrument on
behalf of said limited liability company, and acknowledged to me that he executed the within
instrument as said limited liability company’s free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal in the County and State aforesaid, the day and year first above written.
__________________________________
Notary Public
(SEAL)
My Commission Expires:
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EXHIBIT A
LEGAL DESCRIPTION OF THE REDEVELOPMENT AREA
A tract of land being part of Lots 18 and 19 of the “Subdivision of Public School Lands” and
being located in Section 22, Township 45 North, Range 5 East of the 5th Principal Meridian, St.
Louis County, Missouri, and being more particularly described as follows:
Beginning at the most Southern corner of property now or formerly of Purina Mills, as described
in Parcel 1 of Deed Book 8600 Page 1879 of the St. Louis County Records, said point also being
the Northwest corner of New Lot “A” of Home Depot Subdivision Plat Two, a subdivision
according to the plat thereof recorded in Plat Book 347 Page 30 of the St. Louis County Records,
said point also being a point on the East line of property now or formerly of Citizens for Modern
Transit as described in deed recorded in Book 9259 Page 1585 of the St. Louis County Records;
thence along last said East line the following courses and distances; thence North 02 degrees 04
minutes 42 seconds East 395.66 feet; thence North 88 degrees 47 minutes 01 seconds West 5.22
feet; thence North 01 degrees 02 minutes 40 seconds East 459.94 feet; thence North 00 degrees
05 minutes 20 seconds West 72.31 feet to the Southwest corner of a. tract of land as described in
Deed Book 7372 Page 808 of the St. Louis County Records, said point also being the Southerly
line of Eager Road, 50 feet wide, as now established; thence along last said Southerly and
Southwesterly line of above said Eager Road the following courses and distances; thence South
89 degrees 25 minutes 33 seconds East 48.78 feet; thence North 00 degrees 34 minutes 27
seconds East 5.00 feet; thence South 89 degrees 25 minutes 33 seconds East 476.56 feet to a
point on a curve to the right for which the radius point bears South 17 degrees 06 minutes 16
seconds West 146.50 feet; thence along last said curve an arc distance of 67.17 feet; thence
departing last said curve South 00 degrees 30 minutes 35 seconds West 11.74 feet to a point on
the Southwest line of property condemned by the State of Missouri in Cause No.210754 in the
Circuit Court of St. Louis County; thence along last said Southwest line the following courses
and distances; thence South 33 degrees 06 minutes 51 seconds East 144.15 feet; thence South 45
degrees 04 minutes 20 seconds East 193.10 feet to a point on the West line of Hanley Road,
variable width, as now established; thence along last said West line the following courses and
distances; thence South 06 degrees 23 minutes 11 seconds East 78.46 feet; thence South 00
degrees 28 minutes 32 seconds West 272.05 feet; thence South 02 degrees 29 minutes 26
seconds West 136.41 feet to a point on the North line of above said Home Depot Subdivision
Plat Two; thence along last said North line the following courses and distances; thence North 88
degrees 2? minutes 45 seconds West 680.65 feet; thence South 40 degrees 55 minutes 22 seconds
West 207.27 feet to the Point of Beginning and containing 598,080 square feet or 13.730 acres
more or less according .to calculations performed by Stock and Associates Consulting Engineers,
Inc. on October 16, 2000.
Now known as:
Lot A, Lot B and Lot C of the Resubdivision of Lots 2 and 3 of the Meridian at Brentwood, as
per the plat of said Resubdivision recorded in Plat Book 355, Pages 933-934, in the office of the
Recorder of Deeds for St. Louis County, Missouri: and,
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Lot 1 and Lot 4 of THE MERIDIAN AT BRENTWOOD SUBDIVISION, according to the plat
thereof recorded in Plat Book 351, Pages 255 -256 of the St. Louis County Records.
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Exhibit B
Eighth Amended and Restated Development Agreement
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Exhibit C
Amended and Restated Bond Indenture dated as of October 1, 2014
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Schedule 1
Third Amendment to Redevelopment Agreement, dated August 18, 2003.
Fourth Amendment to Redevelopment Agreement, dated April 19, 2004.
Fifth Amendment to Redevelopment Agreement, dated September 30, 2004.
Sixth Amendment to Redevelopment Agreement, dated April 4, 2005.
Seventh Amendment to Redevelopment Agreement, dated December 21, 2007.
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Schedule 2
Trust Indenture dated as of December 1, 2007 by and between the City and UMB Bank, N.A., as
Trustee, in connection with (i) $7,675,000 City of Brentwood, Missouri Variable Rate Demand
Tax Increment Refunding Revenue Bonds Series 2007 A (8300 Eager Road Project – Phase I)
and (ii) $13,235,000 City of Brentwood, Missouri Variable Rate Demand Tax Increment
Refunding Revenue Bonds Series 2007 B (8300 Eager Road Project – Phase 2).
Bill No 5927 Meridian - City_UMB Estoppel (Clean 11 13 14)