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DIET: 12/15/2011 <br /> DEVELOPMENT AGREEMENT <br /> This Development Agreement (the "Agreement"), effective as of December , <br /> 2011, is made and entered into by and among the City of South Bend, Indiana, a political <br /> subdivision and municipal corporation of the State of Indiana, by and through its Board of Public <br /> Works (the "City"), the South Bend Redevelopment Commission (the "Commission"), and Care <br /> Hotels Indiana, LLC, an Indiana limited liability company ("Care Hotels") (each individually, a <br /> "Party"and, collectively, the "Parties"). <br /> RECITALS <br /> WHEREAS, the Chase Tower is located at 211-213 West Washington Street, South <br /> Bend, Indiana (the "Chase Tower") in the heart of downtown South Bend and is the tallest <br /> building in South Bend; and <br /> WHEREAS, Chase Tower is a landmark South Bend building including offices, a bank, <br /> hotel,restaurants and a parking garage; and <br /> WHEREAS, Chase Tower is currently in foreclosure, is in desperate need of substantial <br /> repair and rehabilitation, and is at risk of losing its tenants; and <br /> WHEREAS, on August 5, 2011, the St. Joseph Superior Court entered a Judgment Entry <br /> and Decree of Foreclosure against the current owner of the Chase Tower, Dillingham Hill RE, <br /> LLC ("Dillingham"); and <br /> WHEREAS, Care S.B. Acquisition, LLC, a Delaware limited liability company ("Care <br /> S.B."), an affiliate of Care Hotels, is planning to enter into a Loan Purchase Agreement under <br /> which Care S.B. will commit to purchase the Dillingham loan and judgment from The <br /> Huntington National Bank, the foreclosing lender; and <br /> WHEREAS, Care Hotels plans to purchase the Chase Tower at Sheriff Sale following <br /> Care S.B.'s purchase of the loan and judgment; and <br /> WHEREAS Care Hotels' principal, Satish A. Gabhawala, is experienced in rehabilitating <br /> distressed hotel properties; and <br /> WHEREAS, Care Hotels wishes to make certain needed capital improvements to the <br /> Chase Tower, which are more particularly described in Exhibit A (the "Building <br /> Improvements'); and <br /> WHEREAS, without the financial assistance of the City, rehabilitation of the Chase <br /> Tower would not be financially feasible for a developer; and <br /> WHEREAS, it is in the best interests of the citizens of the City to prevent the further <br /> deterioration of the Chase Tower, maintain the presence of the tenants in the Chase Tower, <br /> establish or maintain a reputable branded hotel in the Chase Tower, encourage the undertaking of <br /> BDDBOI 90052150 <br />