EXHIBIT 10.G.
LOAN AGREEMENT
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Orlando World Center Ballroom and Exhibition Hall
This LOAN AGREEMENT ("Agreement") is executed this 17th day of April, 1991,
by and between MARRIOTT HOTEL PROPERTIES, INC. a Delaware corporation ("Lender")
and MARRIOTT HOTEL PROPERTIES LIMITED PARTNERSHIP, a Delaware limited
partnership (the "Partnership").
PRELIMINARY STATEMENT
The Partnership is organized pursuant to that certain Amended and Restated
Agreement of Limited Partnership dated as of November 27, 1985 among Lender,
as general partner, and Airline Foods, Inc., a Delaware corporation, as
withdrawing initial limited partner.
The Partnership is the owner of that certain hotel known as "Marriott's
Orlando World Center," which is located in Orlando, Florida (the "Hotel").
The Partnership and Marriott Hotels, Inc. (the "Management Company") are
parties to that certain Amended and Restated Management Agreement dated October
25, 1985, as amended from time to time (the "Management Agreement"), whereby the
Management Company provides management services for the Hotel.
The Partnership and Marriott Corporation ("Marriott") are parties to that
certain Technical Service Agreement dated November 1, 1988, as amended from time
to time (the "TSA Agreement"), whereby Marriott provided design, construction
management and procurement services for a ballroom and exhibition hall addition
to the Hotel (the "Project").
The Partnership is also party to that certain Amended and Restated Mortgage
and Security Agreement dated as of June 16, 1987, (the "Mortgage") with The
Sanwa Bank Limited (the "Bank") whereby, among other things, indebtedness of the
Partnership to the Bank up to a principal amount of $195,000,000 is secured
through a first mortgage lien on the Partnership's interest in the Hotel.
The Partnership is also party with the Bank to that certain Inducement
Agreement of even date with the Mortgage (the "Inducement Agreement") whereby,
among other things, the Partnership is permitted to incur without consent by the
Bank up to $30,000,000 of unsecured indebtedness as a result of loans to the
Partnership by any partner of the Partnership.
The Lender has provided the Partnership with an $11 million rooms redo loan
pursuant to that certain First Amended and Restated Loan Agreement dated April
9, 1991. In addition, Lender has agreed to loan the Partnership up to
$14,000,000 to fund construction costs for the Project as finally determined and
invoiced pursuant to the TSA Agreement. As described above, both of the loans
combined are less than $30,000,000 and therefore, consent of the Bank is not
required.
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein and for good and valuable consideration, the parties hereto,
intending to be legally bound hereby, mutually agree as follows:
AGREEMENT
Section 1. Obligation to Make Advances.
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(a) Lender agrees to advance to the Partnership or on behalf of the
Partnership up to $14,000,000 to fund the construction costs for the Project.
Advances shall be made hereunder at such times and in such amounts as the
Partnership, in its reasonable judgment, determines are necessary in order to
meet its current obligations to make payments for the Project.
(b) Lender's obligation to advance funds to the Partnership pursuant
to this Section 1 is not revolving in nature. Accordingly, Lender's outstanding
obligation to advance funds pursuant to Section 1(a) shall be reduced by the
amount of any advances already made thereunder.
(c) Lender's obligation to advance funds pursuant to this Section 1
shall terminate (the "Termination Date") upon the earlier of receipt and payment
of a final invoice from Marriott for the Project or the date upon which the
entire amount available under Section 1(a) has been advanced to the Partnership.
Section 2. Advances Constitute Indebtedness.
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(a) Any advances by Lender to the Partnership or on behalf of the
Partnership under Section 1 hereof shall constitute indebtedness owing to Lender
by the Partnership. Such indebtedness shall accrue interest daily at a rate
equal to (i) the Prime Rate, as defined below, or (ii) if any payment required
hereunder has not been paid within sixty (60) days after the date on which such
payment is due hereunder and for so long as such payment remains unpaid, the
Default Rate, as defined below. The "Prime Rate" shall be equal to the prime
rate of interest announced by Bankers Trust Company, New York, New York, charged
to its best commercial customers on the effective date, as redetermined on the
first day of each of the Lender's four week accounting periods. The "Default
Rate" shall be equal to the Prime Rate plus two percent (2%).
(b) Except as otherwise provided in Section 4 of this Agreement, such
indebtedness and any accrued interest thereon shall mature and be due and
payable as follows: (i) all accrued and unpaid interest through the last day of
each of the Lender's thirteen annual four or five week accounting periods (each,
a "Period End") shall be due and payable upon such Period End, and (ii) all
remaining indebtedness and interest thereon shall mature and be due and payable
on June 16, 1992 (the "Maturity Date"). Interest on advances shall be computed
on the basis of a 365 day year. At the request of Lender, the Partnership will
execute and deliver one or more
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promissory notes to further evidence any indebtedness owing to Lender under this
Section 2. Any such promissory note shall be in substantially the form of
Exhibit A hereto.
Section 3. Subordination.
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To the extent, if any, required by the Mortgage, the Loan Agreement (as
defined therein), or the other Loan Documents (as defined in the Loan
Agreement), payment of any indebtedness owing to Lender pursuant to Section 2
of this Agreement shall be subject and subordinate to payment of debt service
under the Mortgage.
Section 4. Optional Prepayment.
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The Partnership may, at any time prior to the Maturity Date, repay in part
or in full all indebtedness owing hereunder plus all accrued interest thereon at
any time without penalty or premium of any kind. All prepayments will be applied
first to accrued and unpaid interest and then to principal.
Section 5. Exculpation.
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No partner shall have any personal liability with respect to the
indebtedness owing to Lender hereunder. Lender agrees to look to the assets of
the Partnership as the sole source of repayment hereunder.
Section 6. Default.
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In the event the Partnership is in default of any of its obligations
hereunder, unless such default is cured within five (5) days after written
notice thereof or within such longer period as may reasonably be required to
effect a cure in the case of a non-monetary default, or in the event the
Partnership defaults on its obligations under the Mortgage, in consequence of
which the maturity of any indebtedness thereunder is accelerated, Lender shall,
in any of such events, have the right (but not the obligation) to accelerate the
maturity of any indebtedness owing to it hereunder and upon such acceleration
the indebtedness hereunder shall be immediately due and payable.
Section 7. Governing Law.
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This Agreement shall be governed by and construed under the laws of the
State of Maryland, without regard to principles of conflicts of laws thereof
which might refer such interpretations to the laws of another jurisdiction.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first set forth above, to be made effective as of December 31,
1990.
MARRIOTT HOTEL PROPERTIES, INC. a
Delaware corporation
By: /s/ Christopher G. Townsend
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Vice President
MARRIOTT HOTEL PROPERTIES LIMITED
PARTNERSHIP, a Delaware limited partnership
By: MARRIOTT HOTEL PROPERTIES, INC.,
a Delaware Corporation, general partner
By: /s/ Christopher G. Townsend
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Vice President
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EXHIBIT A
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PROMISSORY NOTE
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$14,000,000.00 December 31, 1990
For value received, MARRIOTT HOTEL PROPERTIES LIMITED PARTNERSHIP, a
Delaware limited partnership (the"Payor"), hereby promises to pay to the order
of MARRIOTT HOTEL PROPERTIES, INC. (the "Payee"), on June 16, 1992 or such
earlier maturity date as is provided in the Agreement hereinafter referred to,
at the Payee's offices at 10400 Fernwood Road, Bethesda, Maryland 20058, in
lawful money of the United States, the principal amount of FOURTEEN MILLION
DOLLARS ($14,000,000.00) or, if less than such principal amount, the aggregate
unpaid principal amount of all advances made by the Payee to Payor pursuant to
the Agreement hereinafter referred to and outstanding hereunder as shown on the
schedule attached hereto and the Payor further promises to pay interest at said
office, in like money, from the date hereof on the principal amount owing
hereunder from time to time, at the borrowing rate provided for in Section 2 of
the Loan Agreement (the "Agreement") dated as of the date hereof, between the
Payor and the Payee. Interest and principal shall be payable at the times stated
in the Agreement, at maturity (whether by acceleration or otherwise) and upon
any prepayment hereon as provided in Section 4 of the Agreement (to the extent
thereof).
This Note is the Note referred to in the Agreement and is entitled to the
benefits thereof. No partner of the Payor shall have individual liability with
respect to the indebtedness owing to the Payee hereunder. Payee agrees to look
solely to the assets of the Payor as the sole source of repayment hereunder.
In case an event of default shall occur and be continuing under the
Agreement and not be cured within applicable grace periods, the principal of and
accrued interest on this Note may be declared to be due and payable in the
manner and with the effect provided in the Agreement, presentment, demand,
protest or notice of any kind being expressly waived.
This Note and the rights and obligations of the Payor and the Payee shall
be construed in accordance with and governed by the laws of the State of
Maryland.
MARRIOTT HOTEL PROPERTIES LIMITED
PARTNERSHIP, a Delaware limited partnership
By: MARRIOTT HOTEL PROPERTIES, INC., a
Delaware corporation, its general partner
By: /s/ Christopher G. Townsend
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Vice President
FIRST AMENDMENT TO
LOAN AGREEMENT
(ORLANDO WORLD CENTER BALLROOM AND EXHIBITION HALL)
This First Amendment (the "Amendment") is made as of the 31st day of
December 1991, by and between MARRIOTT HOTEL PROPERTIES, INC. (the "Lender"),
and MARRIOTT HOTEL PROPERTIES LIMITED PARTNERSHIP (the "Partnership").
WHEREAS, the Lender and the Partnership executed that certain Loan
Agreement (Orlando World Center Ballroom and Exhibition Hall) dated as of April
17, 1991 (the "Loan Agreement") which provided for a maturity of that loan on
June 16, 1992.
WHEREAS, the Lender and the Partnership wish to amend the Loan Agreement to
extend the maturity date.
NOW THEREFORE, in consideration of the mutual covenants and provisions
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
that the Loan Agreement is hereby amended as follows:
1. The "Maturity Date," as defined in Section 2(b) of the Loan Agreement
is hereby amended by deleting the words "June 16, 1992" and replacing them with
the words "June 16, 1993."
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
signed as of the day and year first set forth above.
MARRIOTT HOTEL PROPERTIES, INC.
/s/ Christopher G. Townsend
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Vice President
MARRIOTT HOTEL PROPERTIES LIMITED PARTNERSHIP
By: Marriott Hotel Properties, Inc.
Its General Partner
/s/ Christopher G. Townsend
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Vice President
SECOND AMENDMENT TO
LOAN AGREEMENT
(ORLANDO WORLD CENTER BALLROOM AND EXHIBITION HALL)
This Second Amendent (the "Second Amendment") is made as of the 1st day of
June 1992, by and between MARRIOTT HOTEL PROPERTIES, INC. (the "Lender"), and
MARRIOTT HOTEL PROPERTIES LIMITED PARTNERSHIP (the "Partnership").
WHEREAS, the Lender and the Partnership executed that certain Loan
Agreement (Orlando World Center Ballroom and Exhibition Hall) dated as of April
17, 1991 (the "Loan Agreement").
WHEREAS, the Lender and the Partnership amended the Loan Agreement pursuant
to that First Amendment to Loan Agreement dated December 31, 1991.
WHEREAS, the Lender and the Partnership wish to amend further the Loan
Agreement, as amended.
NOW THEREFORE, in consideration of the mutual covenants and provisions
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
that the Loan Agreement is hereby amended as follows:
1. Section 1 of the Loan Agreement shall be deleted in its entirety and
replaced by the following:
"Section 1. Obligation to make Advances.
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(a) Lender agrees to advance to the Partnership or on behalf of the
Partnership up to $14,000,000 to fund the construction costs for the Project and
for other purposes approved by the Partnership's general partner (the "General
Partner"). Advances shall be made hereunder at such times and in such amounts as
the Partnership, in its reasonable judgment,
determines are necessary in order to meet its current obligations to make
payments for the Project or other approved purposes.
(b) Lender's obligation to advance funds to the Partnership pursuant to
this Section 1 is revolving in nature through January 1, 1993. Accordingly,
Lender's outstanding obligation to advance funds pursuant to Section 1(a) shall
be reduced by the amount of any advances already made hereunder, but, through
January 1, 1993, shall increase by the amount of any payments already made
hereunder.
(c) Lender's obligation to advance funds pursuant to this Section 1 shall
terminate (the "Termination Date") on January 1, 1993."
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment
to be signed as of the day and year first set forth above.
MARRIOTT HOTEL PROPERTIES, INC.
______________________________
Vice President
MARRIOTT HOTEL PROPERTIES LIMITED PARTNERSHIP
By: Marriott Hotel Properties, Inc.
Its General Partner
______________________________
Vice President
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