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HomeMy WebLinkAbout25SUB7 Dime Bank Committment Letter 5-26-26 Corporate Office – 290 Salem Turnpike – Norwich, CT 06360 – 860.859-4300 MEMBER FDIC www.dime-bank.com EQUAL HOUSING LENDER Rev. 1/16/25 May 27, 2026 Robert and Nancy Hohlfelder Mt. Kineo Builders, LLC 74 Crosswinds Drive Groton, CT 06340 Sent via email to: mtkineobuilders@att.net Dear Mr. and Dr. Hohlfelder: Based on the information you have submitted, Dime Bank ("Dime") is pleased to approve your loan request (“Loan”) of the following amount, on the terms and conditions set forth in this commitment letter (“Commitment”). Borrowers. R & N Holding Company, LLC (A Connecticut Limited Liability Company whose members are Robert A. Hohlfelder, II and Nancy Hohlfelder), Mt. Kineo Builders, LLC (A Connecticut Limited Liability Company whose sole member is Robert A. Hohlfelder, II), Robert A. Hohlfelder II and Nancy Hohlfelder Loan A: Amount. One Million Four Hundred Seventy-Five Thousand Two Hundred Six and 00/100 Dollars ($1,475,206.00) Term. 3 Years interest only Loan Proceeds. The Loan proceeds will be used to fund 80% of acquisition and infrastructure costs of an approved 23-lot subdivision located at 47 Sharp Hill Road, Montville, Connecticut, hereinafter referred to as the ‘Property” for no less than $1,844,000.00. At closing Dime will advance $283,500, which will pay off the existing Dime Bank mortgage on the Property. Interest Rate. Interest expense will be calculated on actual number of days elapsed in the month based on a 360- day year. Variable interest rate: The rate will float daily based on Wall Street Journal Prime Rate plus 0.75%. There will be a minimum floor on the interest rate of 5.50%. If the closing were to take place today the rate would be 7.50%. Type of Loan. Borrowers' obligation shall be a Commercial Construction Demand Mortgage having a term of three years (36 months). Borrowers will pay monthly installments of interest only. The payment will change with any interest rate change. The due date of the monthly payments on the Loan shall be the first day of each and every month. Commitment Fee. Waived Origination Fee. There will be an origination fee of $7,376.00 (1/2 point) that will be due and payable at the time of closing. Loan B: Amount. One Million One Hundred Thirty Thousand and 00/100 Dollars ($1,130,000.00) Term. 3 Years Page 2 of 9 Corporate Office – 290 Salem Turnpike – Norwich, CT 06360 – 860.859-4300 MEMBER FDIC www.dime-bank.com EQUAL HOUSING LENDER Rev. 1/16/25 Loan Proceeds. The $1,130,000 letter of credit for the benefit of the Town of Montville will secure a performance bond of the maximum amount required by the Town of Montville as it equates to the cost of the infrastructure of the project. Interest Rate. If called, the rate for Loan B will float daily based on the Wall Street Journal Prime Rate + 2.0%. There will be a minimum floor on the interest rate of 5.50%. If the closing were to take place today the rate would be 8.75%. Interest expense will be calculated on actual number of days elapsed in the month based on a 360-day year. Type of Loan. Borrowers' obligation shall be Letter of Credit with a term of three years (36 months). Repayment will only be required should the loan be called or Dime can require a partial release amount per lot in the event the road is not completed and homes are sold in its sole discretion. Commitment Fee. Waived Origination Fee. There will be an origination fee of $5,650.00 (1/2 point) that will be due and payable at the time of closing. Flood Certification Fee. There will be a flood certification fee of $25.00 due (loan A & B), for each structure/building, and payable at closing. Collateral. Loans A & B will be secured by: A.) A commercial mortgage deed creating a first and second lien (for the letter of credit), subject only to current real estate taxes, on real property located at 47 Sharp Hill Road, Montville, CT (“Property”). The final legal description of the Property shall be satisfactory to Dime. B.) A conditional assignment of all leases and rentals, permits, plans, and development rights relating to the Property. Borrowers represents that at the time of closing of this Loan, Borrower will have submitted all the written leases (along with applicable Certificates of Occupancy) and/or accurate statements as to all the terms and conditions of any oral leases to Dime and that none of the leases will be in default by the tenants or by the Borrowers. No rent or related obligation may be collected by the Borrowers more than 30 days in advance of its due date without prior written approval from Dime. During the term of the Loan, Borrowers will not lease any space to any organization/entity whose business is in violation of any Federal or State Laws, including but not limited to Controlled Substances or Controlled Substances Use that violate or could violate any Controlled Substances Laws. For purposes of this Paragraph, (i) “Controlled Substances Laws” means the Federal Controlled Substances Act (21 U.S.C. §801 et seq.) or any other similar or related federal, state or local law, ordinance, code, rule, regulation or order; (ii) “Controlled Substances” means marijuana, cannabis or other controlled substances as defined in the Federal Controlled Substances Act or that otherwise are illegal or regulated under any Controlled Substances Laws; and (iii) “Controlled Substances Use” means any cultivation, growth, creation, production, manufacturing, sale, distribution, storage, handling, possession or other use of a Controlled Substance. C.) A fixture filing relating to the Property, the fixture filing should include all Fixtures, as that term is defined in Connecticut General Law 42a-9-102(a) (41). Dime may exercise any of its rights created herein or in the Loan documents, separately or together, without regard to the value of any or all of the collateral and without notice (except as required by law), in Dime’s sole discretion. Appraisal. This condition has been satisfied. Environmental Representation. Borrowers will be required to make covenants and representations to Dime concerning the environmental status of the Property, and also to indemnify Dime against any loss arising out of the presence on the Property of any hazardous or toxic materials. Page 3 of 9 Corporate Office – 290 Salem Turnpike – Norwich, CT 06360 – 860.859-4300 MEMBER FDIC www.dime-bank.com EQUAL HOUSING LENDER Rev. 1/16/25 Late Charge. There will be a late charge of five percent (5.00%) of any installment not received within ten (10) days of its due date. Default Rate. In the event of any default, the interest rate will increase by two percentage points (2.00%), during the term of the default. Title and Documents. Dime is to be furnished with a mortgagee title insurance policy, in form satisfactory to Dime, in the amount of the Loan insuring the mortgage as a first lien on the Borrowers’ fee simple interest in the Property and containing no liens, encumbrances or exceptions, other than those approved by Dime, and issued by a title insurance company or companies acceptable to it. Such policy shall be delivered at the closing and shall be complete in all respects, except as to the date of recording of the insured mortgage and the effective date of the policy, with authorization to Dime to fill in such blanks on the basis of information provided to or obtained by Dime. Such title insurance policy shall (i) contain no exception for matters which would be shown on a survey or by inspection of the Property; (ii) insure against any and all unrecorded mechanic’s and materialmen’s liens; (iii) show no liens, encumbrances, exceptions or encroachments, other than those specifically approved by the Dime; (iv) insure against the rights of tenants and parties in possession (except as approved by Dime in its sole discretion); and (v) include such endorsements, including without limitation, coverage for all construction advances, interest rate changes, and a comprehensive endorsement, as Dime may require. Dime reserves the right to require re-insurance and/or co- insurance and to review and approve companies providing such coverage. Disbursements. In addition to the execution, delivery, and where appropriate, the recording or filing of the Loan documents and the satisfaction of the other terms and conditions set forth herein, the obligation of Dime to disburse any of the Loan proceeds shall be subject to compliance and satisfaction of the following terms, covenants and conditions, each of which shall be satisfied and proof of such satisfaction shall be delivered to Dime, at Borrowers’ expense, at least seven (7) days prior to disbursement and such proof shall be in all respects satisfactory to Dime. All requests for disbursements will be based on work completed and will be subject to verification of an independent inspector hired by Dime, at Borrowers’ expense, if deemed necessary by Dime at its sole discretion. All work on the Property shall be pursuant to the plans and specifications supplied to Dime and any changes thereto need to be approved by Dime. Advances will be limited to $1,475,206 and at no time will the total outstanding principal balance of the Loan exceed 69% of the Property’s “as completed” appraised value. At closing, Borrowers will provide Dime with original mechanic lien subordinations/waivers from all contractors and subcontractors who have performed work on the Property as of the date of closing and evidence satisfactory to Dime in its sole discretion that all work in place on the Property has been paid for. The Borrowers will also provide Dime with mechanic lien subordination agreements, in form satisfactory to Dime, from all contractors and subcontractors who have performed work or will perform work on the Property. Disbursements shall be made as the work progresses, based on an approved schedule by Dime, and not more frequently than twice a month, at the sole discretion of Dime. Requests for disbursements will be accompanied with a certificate from Borrowers’ architect/general contractor certifying the work done and cost to complete construction. Borrowers shall submit, at the time of disbursement of funds, such subordination/waivers or releases of mechanic’s liens as Dime may require. Additional Funds. In the event that analyzed and approved cost breakdowns exceed the amount of the Loan, Borrowers will be required to provide Dime with satisfactory evidence that such shortage in funds will be made up by Borrowers in a manner acceptable to Dime. If at any time during construction Dime shall determine that the Loan proceeds remaining to be advanced will not be sufficient to complete the Property in accordance with approved plans and specifications, Borrowers shall be required to advance funds in the amount of such shortage, as determined by Dime, before Dime shall have any further obligation to advance any remaining Loan proceeds. In the event the total cost actually incurred is less than the maximum principal amount to be advanced under the Loan, Dime shall not be obligated to disburse any advances exceeding the actual cost incurred notwithstanding anything herein to the contrary. Page 4 of 9 Corporate Office – 290 Salem Turnpike – Norwich, CT 06360 – 860.859-4300 MEMBER FDIC www.dime-bank.com EQUAL HOUSING LENDER Rev. 1/16/25 HVCRE (High Volatility Commercial Real Estate) Capital Requirement. Borrowers will invest a minimum (“Capital Contribution”) equal to 15% of the As-Complete Value of the Property as determined by an appraisal obtained by Dime, elsewhere described in this Commitment. Capital Contribution must be cash invested in the Property. Capital Contribution must be made before any Loan disbursements. Capital Contribution amounts paid prior to this Commitment and/or subsequent to this Commitment must be documented and are subject to review and acceptance by Dime, in its sole discretion. The entire Capital Contribution must be maintained in the Property during the construction period and may only be withdrawn, in whole or in part, after the construction period. Insurance. Borrowers will be required to provide Dime with a copy of an insurance policy or policies at least seven (7) days prior to closing verifying that the insurance coverage listed below is in full force and effect: (a) Fire and extended coverage insurance including vandalism and malicious mischief, broadened to the so-called “All Risk of Physical Loss” coverage basis, in an amount, after application of any deductibles acceptable to Dime, of not less than one hundred (100%) percent of the full replacement value of the insured Property (both real and personal, including fixtures and equipment) at the time of issuance of such policy or policies and at each renewal date thereof, exclusive of land, excavations, foundations and other items normally excluded from such policies; (b) Public liability insurance in an amount not less than $1,000,000 and worker’s compensation insurance (if applicable); (c) At any period during which construction of improvements is proceeding on the insured Property, extended coverage casualty insurance in the form of a “Builder’s Risk 100% Completed Value Non-Reporting Form” policy in an amount to be determined by Dime as the full replacement value of the improvements; (d) Flood insurance, if the improvements are located in an area designated as a special flood hazard area by the Director of the Federal Emergency Management Agency, naming Dime as an additional insured party. If no flood insurance is to be provided, Borrowers shall provide Dime with evidence satisfactory to Dime that the Property is not in an area of special flood hazard. In the event of any change in flood zone designation during the term of the Loan, Dime has right to require flood insurance insuring all collateral for Loan. All insurance policies shall be in form and substance, for amounts and in companies “A” rated and acceptable to Dime, with annual premiums prepaid by Borrowers, shall contain non-contributory standard mortgagee and Dime’s loss payable clauses (as Dime may require) effective as of the closing date, providing for any loss payable thereunder to be paid to Dime, shall provide that the policy may not be canceled without 30 days prior written notice to the mortgagee and shall be deposited with Dime throughout the life of the Loan. Dime’s obligations under this Commitment shall be conditioned upon receipt at closing of such insurance policies complying with this paragraph together with evidence of premium payment. All policies and endorsements shall be endorsed as follows: Dime Bank, ISAOA/ATIMA, 290 Salem Turnpike, Norwich, Connecticut 06360. Survey. Dime shall be furnished prior to the closing with a survey of the Property to be mortgaged, prepared and certified, no more than thirty (30) days prior to the closing, by a licensed surveyor, showing no state of facts objectionable to Dime. Such survey and all other surveys provided in accordance with this Section shall show dimensions and total square foot area of the Property and that all buildings are within lot and building lines and shall locate all easements (also identified with recording data), buildings, improvements, utilities, rights of way, striped parking areas indicating the total number of spaces, street access and driveways, whether above or under-ground, on or affecting the Property, which exist at the date of certification. All such surveys shall be Class A-2 of the Code of Recommended Practice for Accuracy of Surveys and Maps and shall contain a “long form certification” satisfactory to Dime. Secondary Financing. Without the prior written consent of Dime, Borrowers may not, during the term of the Loan, pledge as security for other loans any of the Property or any other collateral given Dime in connection with the Loan. Ownership of Borrower. Borrowers will not make any change in the ownership of entity Borrower during the term of the Loan unless approved in writing by Dime. Page 5 of 9 Corporate Office – 290 Salem Turnpike – Norwich, CT 06360 – 860.859-4300 MEMBER FDIC www.dime-bank.com EQUAL HOUSING LENDER Rev. 1/16/25 Commercial Loan Agreement. These terms and conditions shall be incorporated into a commercial loan agreement, together with other terms and conditions, as Dime normally has in such an agreement. In the event that no commercial loan agreement is executed at closing, this Commitment shall survive the closing. To the extent that any of the terms of the final Loan documents contradict those of the other documents, the terms of the final Loan documents shall control. Conditions Precedent. At least seven (7) days prior to the closing of the Loan and subject to Dime’s satisfactory review, Borrowers shall furnish Dime the following, at Borrowers' expense, which shall constitute conditions precedent to closing the Loan, in addition to any other documents required herein: (A) Dime’s Commercial Loan Officer or designee to complete a site inspection and satisfactory environmental questionnaire on Dime’s form. (B) Copy of insurance policy showing Dime as first mortgagee on the Property being pledged as collateral and containing assurances that the Dime, as mortgagee, loss payee, or certificate holder, will be notified immediately of any cancellation or non-renewal of said policy for any reason. (C) Borrowers will open and maintain all operating accounts and any applicable cash management services at Dime associated with the Property being taken as collateral for the life of the Loan. If said accounts and services are not maintained it will be considered an event of default as the deposit relationship is factored into the Loan pricing. (D) Copies of ownership/organizational documents of entity Borrowers, including but not limited to resolutions, Operating Agreement, Articles of Organization and Certificate of Legal Existence; along with any other documents required by Dime or its counsel. (E) Per the HVCRE rules for high volatility, the legal documents must include the following language: o This capital contributed to and generated by the project is contractually required to remain in the project for the duration of the project life. The life of a project concludes only when the credit facility is converted to permanent financing or is sold or paid in full. (F) All disbursements of Loan A proceeds shall be subject to verification of work completed through an inspection by an agent of Dime. (G) Advances shall be based on AIA documents and no funding over budget items. Reserve Account. Borrowers shall establish a depository account (“Reserve Account”) at Dime, separate from the main operating account for the Property, with a minimum opening balance equal to $83,000.00 which will be used to pay the monthly interest only payment. At the end of Years 1 & 2, the Borrowers will be required to replenish the reserve with enough to cover the second year of interest based on the outstanding balance of the loan. Contemporaneously with the closing, Borrowers shall grant a security interest to Dime and right of setoff in and to the Reserve Account and all funds on deposit therein. Title to the Property. Borrowers may not sell, assign, encumber or otherwise transfer title to the Property during the term of the Loan unless otherwise provided in this Commitment or approved in writing by Dime. Legal Opinions. Borrowers shall provide Dime at the closing with an opinion of Borrowers’ counsel and, if so required by Dime or its counsel, such other evidence to be satisfactory to Dime, with respect to Borrowers’, due authorization, validity of member acts, existence of litigation or claims against Borrowers of the Loan, validity and binding effect of Loan documents and other instruments relating to the Property or the Loan transaction, compliance of the Property and the proposed development and operation thereof with applicable local, state and federal laws and regulations, such as, but not limited to, inland wetland and watercourses, coastal management, environmental protection, traffic, and planning and zoning, and such other matters as Dime may reasonably require. Page 6 of 9 Corporate Office – 290 Salem Turnpike – Norwich, CT 06360 – 860.859-4300 MEMBER FDIC www.dime-bank.com EQUAL HOUSING LENDER Rev. 1/16/25 Counsel and Documents. Dime's counsel in this matter will be Attorney Gerald Smith from Chinigo, Leone & Maruzo, LLP of Norwich, Connecticut. All documents and other papers in connection with the Loan shall be prepared by Dime's attorney, and shall be in conformity in form and terms with those customarily used by Dime for this size and type of transaction. Partial Release Payment. The partial release schedule for the individual lots will be as follows, contingent upon the fact that the Loan is not in default: Upon the sale of any individual lot Dime will require a principal pay-down of $92,000. This structure will ensure the Loan will be paid in full upon the sale of the 16th lot or 70%. Affirmative Covenants:  The Borrowers will maintain all depository and cash management account services at Dime for the life of the Loan. If all depository relationship is not maintained at Dime, it will be considered an event of default of the Loan as the deposit relationship is factored into the Loan pricing. Cross Default Provision. The Loan will be cross defaulted with all other Dime loans to Borrowers. Other Documents. Dime will receive within one hundred twenty (120) days after the end of the fiscal year of Borrowers, updated financial statements and income tax returns (Federal and State Returns) of Borrowers, which are in form and substance satisfactory to the Dime. Annually, any individual Borrower will be required to submit a completed, signed and dated personal financial statement. Escrows. Borrowers will be responsible for paying real estate taxes in a timely manner. Dime reserves right to require, at a later date, at Dime’s sole discretion, Borrowers to escrow funds on a monthly basis in an amount sufficient to pay the next real estate tax bill due. Dime’s sole duty is to pay the bill escrowed for, if Borrowers have paid the monthly escrow payments to Dime. Bank reserves the right to require Borrowers, in the future, to escrow funds for payment of any assessment, tax or insurance bill related to any of the collateral and for which funds are not already escrowed. Costs. All costs in connection with this Loan, including but not limited to cost of title examination, cost of title insurance, appraisal fees, recording fees, and attorneys' fees (including the fees and expenses of Dime’s counsel) or any such customary expenses as have been normally and reasonably incurred in connection with the processing of the Loan, shall be paid by Borrowers regardless of whether or not the Loan actually closes. Patriot Act. To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. This means Dime will require all Borrowers to provide their name, address, date of birth and other information that allows Dime to identify them. Dime may seek to verify driver’s license or other identifying documents. Beneficial Ownership/Control. The Financial Crimes Enforcement Network (FinCEN) and Bank Secrecy Act requires federally covered financial institutions to collect customer identification information/documentation regarding beneficial owners (“Beneficial Owners”) who directly or indirectly own 25% or more of a legal entity and; any individuals who have significant responsibility to control, manage, or direct the legal entity (“Beneficial Controller”) of any legal entity customers involved as Customers, Borrowers, including but not limited to executive officers, senior managers, or other individuals who perform similar functions. Dime will require all applicable Customers, Borrowers, Beneficial Owners and Beneficial Controller to provide any/all documentation needed to fulfill Dime’s regulatory requirement, including, but not limited to name, address, date-of- birth, driver’s license, operating agreements, by-laws, partnership agreements or other identifying documents required by Dime and/or its legal counsel. Gross Provisions. The captions over each section of this Commitment are for convenience only and shall not define or limit the sections or affect in any way their construction and application. Page 7 of 9 Corporate Office – 290 Salem Turnpike – Norwich, CT 06360 – 860.859-4300 MEMBER FDIC www.dime-bank.com EQUAL HOUSING LENDER Rev. 1/16/25 Assignability. This Commitment shall not be assignable by the Borrowers without the prior written approval of Dime and the Loan shall not be assumable. Governing Law. This Commitment and the Loan documents to be delivered pursuant hereto shall be deemed to be construed under the laws of the State of Connecticut. Returned Payment Fee. Dime will charge a Returned Payment Fee of $25.00 for any payment that is returned to Dime when used to make a payment on your Loan. Termination. Dime shall have no obligation to close the Loan if any of the following occurs prior to the closing date: (a) The Borrowers shall have been adjudicated bankrupt, insolvent, or a trustee or receiver shall have been appointed for all, or a substantial portion of its property. (b) The Borrowers shall have filed a petition of bankruptcy or same has been filed against it. (c) There shall have been a material change in the financial condition of Borrowers or a change in the condition or value of the Property. Correction of Errors. In the event any of the documents evidencing and/or securing this Loan misstate or inaccurately reflect the true and correct terms and provisions of the Loan, and said misstatement or inaccuracy is due to unilateral mistake on the part of Dime, mutual mistake on the part of Dime, Borrowers or clerical error, then in such event Borrowers shall, upon request by Dime, and in order to correct such misstatement or inaccuracy, execute such new documents or initial such corrected original documents as Dime may deem necessary to remedy said inaccuracy or mistake. If the Borrowers fails or refuses to correct any such errors, Dime shall have the right to accelerate the Loan and demand payment in full. Electronic Signature and Counterparts. This Commitment may be executed in counterparts, and all such executed counterparts shall constitute the same commitment. It shall be necessary to account for only one such counterpart in proving this Commitment. Counterparts may be delivered via facsimile, electronic mail (including PDF or any electronic signature complying with the U.S. Federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. Borrowers’ Representations. This Commitment has been issued to Borrowers on the basis of certain information and materials provided by Borrowers to Dime or its agents and all representations, information, exhibits, data and other materials submitted with and in support of Borrowers' Loan application. Any misinformation or withholding of material information incident thereto shall, at the option of Dime and without limitation to any other right or remedy of Dime, void Dime’s entire obligation hereunder. Intent of Parties. By the acceptance of this Commitment, Borrowers agrees that the terms and conditions expressed herein shall survive the closing of the Loan and are to remain in full force until the payment in full of the principal balance of the Loan plus all accumulated interest, and other associated costs. Acceptance. This Commitment shall remain open for your acceptance until June 10, 2026 and shall be voided by Dime unless a copy of this Commitment is signed by all parties indicated below and returned to Dime by this date. Closing. If this Loan is not closed in full compliance with the terms and conditions of this Commitment within thirty (30) days of this Commitment, Dime may, at its option, terminate its obligations contained herein. Page 8 of 9 Corporate Office – 290 Salem Turnpike – Norwich, CT 06360 – 860.859-4300 MEMBER FDIC www.dime-bank.com EQUAL HOUSING LENDER Rev. 1/16/25 Very truly yours, DIME BANK By: Denise T. K. Ogden Its: Assistant Vice President Accepted and agreed to this _____ day of ____________, 2026 BORROWERS: R & N HOLDING COMPANY, LLC By: Robert A. Hohlfelder, II Its: Duly Authorized Member MT. KINEO BUILDERS, LLC By: Robert A. Hohlfelder, II Its: Duly Authorized Member Robert A. Hohlfelder, individually Nancy Hohlfelder, individually Corporate Office – 290 Salem Turnpike – Norwich, CT 06360 – 860.859-4300 MEMBER FDIC www.dime-bank.com EQUAL HOUSING LENDER Rev. 1/16/25 CONFIRMATION OF INTENT – APPLICATION FOR JOINT CREDIT FORM FEDERAL REGULATIONS REQUIRES PROOF OF JOINT APPLICATION UNDER THE EQUAL CREDIT OPPORTUNITY ACT Thank you very much for applying for a loan with us. Based on the documents you submitted and the nature of how you applied for the loan, we are assuming that your application is for the following individuals and/or business entities. If this assumption is correct, please indicate by all parties signing below. Yes, each and all of us are applying for credit in all our names. APPLICANT: R & N Holding Company, LLC Sign Here Print Name Date CO-APPLICANTS: Mt Kineo Builders, LLC Sign Here Print Name Date Robert A. Hohlfelder II Sign Here Print Name Date Nancy Hohlfelder Sign Here Print Name Date