EXHIBIT 10.2.2
SECOND AMENDMENT TO
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GOLF COURSE LEASE
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THIS SECOND AMENDMENT TO GOLF COURSE LEASE (the "Amendment") is made
this 25th day of November, 1996, between Marriott's Desert Springs Development
Corporation, a Delaware corporation with offices at 1200 U.S. Highway 98 South,
P.O. Box 890, Lakeland, Florida 33801 (the "Landlord") and Desert Springs
Marriott Limited Partnership (the "Golf Course Lessee"), a Delaware limited
partnership, with offices at 10400 Fernwood Road, Bethesda, Maryland 20058, as
Tenant;
RECITALS
WHEREAS, the parties hereto previously entered into that certain
unrecorded Golf Course Lease dated April 24, 1987 (the "Lease") as evidenced by
that certain Memorandum of Lease dated April 23, 1987 and recorded on April 24,
1987 as Instrument No. 114104 of Official Records of Riverside County,
California, the ("Memorandum of Lease") as amended and evidenced by the First
Amendment to Golf Course Lease dated March 31, 1994, and recorded on May 27,
1994, as Instrument No. 217099 of Official Records of Riverside County; and
WHEREAS, pursuant to Section 1.4 of the Lease, portions of the overall
Leased Premises described at Rider A to the Lease were to be released, and that
same property released from the leasehold mortgage, once the perimeter legal
description of the Golf Course had been agreed upon and the Landlord had
obtained all zoning and other governmental approvals relative to such release;
and
WHEREAS, through the filing of record of that certain Parcel Map No.
27563 dated March 11, 1994 recorded as Instrument No. 140824 in Book 183 at
Pages 3 through 10 of the Official Records of Riverside County, California, the
aforedescribed zoning and other governmental approvals were obtained and an
approved perimeter legal description for the Golf Course as Parcels 1 and 3 of
the aforedescribed Parcel Map was created.
WHEREAS, Landlord, Golf Course Lessee, Desert Springs Hotel Services, a
venture controlled by Marriott International, Inc. (the "Golf Course Operator"),
and Marriott Ownership Resorts, Inc., a Delaware corporation (the "Developer")
entered into that certain Boundary Line Adjustment Agreement dated November 25,
1996 (the "Agreement") which will result in further adjustment of the perimeter
legal description of the Golf Course.
WHEREAS, pursuant to the Agreement, the parties thereto agreed that the
Developer, at its sole expense, shall cause the necessary actions to be taken in
order to effectuate such boundary line adjustment in accordance with the terms
and conditions of the Agreement and that the parties hereto would further amend
the terms of the Lease to reflect the current perimeter legal description of the
Golf Course and the parties hereto are desirous of doing so.
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AGREEMENT
NOW THEREFORE, in consideration of the mutual premises contained herein
and other good and valuable consideration, the parties hereto agree as follows:
1. Except as otherwise modified herein, the terms and conditions of
the Lease are in full force and effect and incorporated herein by reference as
if fully set forth and the terms and conditions of the First Amendment shall
have no further force and effect.
2. Rider A to the Lease is deleted in its entirety and the attached
new Rider A hereto is substituted in lieu thereof.
3. Similarly, the legal description of the Leased Premises set
forth at Exhibit A to the Memorandum of Lease is deleted in its entirety and in
lieu thereof, the legal description set forth in the attached new Rider A to the
Lease is substituted.
IN WITNESS WHEREOF, the parties hereto have set their respective hands
and seals on the dates hereinbelow listed.
LANDLORD:
MARRIOTT'S DESERT SPRINGS
DEVELOPMENT CORPORATION,
a Delaware Corporation
ATTEST: /s/ Joseph F. Scalo BY: /s/ Robert A. Miller
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Joseph F. Scalo Robert A. Miller
Assistant Secretary President
(Corporate Seal) DATE: November 25, 1996
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TENANT:
DESERT SPRINGS MARRIOTT
LIMITED PARTNERSHIP,
a Delaware Limited Partnership
BY: Marriott Desert Springs Corporation,
a Delaware Corporation, General Partner
ATTEST: /s/ Elizabeth R. Lieberman BY: /s/ Christopher G. Townsend
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Elizabeth R. Lieberman Christopher G. Townsend
Assistant Secretary Vice President
(Corporate Seal) DATE: October 16, 1996
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ACKNOWLEDGMENT
STATE OF FLORIDA )
)
COUNTY OF POLK )
ON November 25, 1996, before me, Kathryn C. Mincey, a Notary Public in
and for said state, personally appeared Robert A. Miller and Joseph F. Scalo,
personally known to me to be the persons whose names are subscribed to within
instrument and acknowledged to me that they executed the same in their
authorized capacities, and that by their signatures on the instrument, the
persons, or entity upon behalf of which the persons acted, executed the
Instrument
WITNESS MY HAND:
/s/ Kathryn C. Mincey
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KATHRYN C. MINCEY
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NOTARY PUBLIC STATE OF FLORIDA
MY COMMISSION EXPIRES: 12/17/97
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COMMISSION NO: CC340335
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ACKNOWLEDGMENT
STATE OF MARYLAND )
)SS
COUNTY OF MONTGOMERY)
I, the undersigned authority, a Notary Public in and for said State at
Large, hereby certify that Christopher G. Townsend and Elizabeth R. Lieberman
whose names as Vice President and Assistant Secretary respectively, of Marriott
Desert Springs Corporation, a Delaware corporation, and general partner of
Desert Springs Marriott Limited Partnership, a Delaware limited partnership,
signed the foregoing instrument, and who are known to me, acknowledged before me
on this day, that being informed of the contents of said instrument, they as
such officers of such corporation, and with full authority, executed the same
voluntarily for and as the act of said corporation acting in its capacity as
general partner of said limited partnership as of the date of this
acknowledgment.
Given under my hand and official seal this the 16th day of October,
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1996.
/s/ Angela Koutsoukos
(SEAL) -------------------------------
ANGELA KOUNTSOUKOS
NOTARY PUBLIC STATE OF MARYLAND
MY COMMISSION EXPIRES 2/21/2000
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RIDER A
DESCRIPTION OF LEASED PREMISES
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All that certain tract or parcel of land located in the City of the Palm
Desert, County of Riverside, and State of California, together with all
easements, rights of way and other appurtenances now or hereafter, during the
term of the Lease Agreement appertaining thereunto and more particularly
described as follows.
Parcels 1 and 3 as shown on that certain Parcel Map No. 27563 dated
April 4, 1994 recorded as Instrument No. 140824 in Book 183 at Pages 3 through
10, in the Official Records of Riverside County, California and as modified by
that certain Parcel Map Waiver dated recorded as Instrument No. in Book
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at Page in the Official Records of Riverside County, California.
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The undersigned, acting as itself and acting as agent (the "Agent") for
those certain parties described in (collectively referred to as the "Banks") and
pursuant to the authority vested in it by that certain Assignment of Golf Course
lease dated July 26, 1989, recorded on July 27, 1989, as Instrument No. 250483
of Official Records of Riverside County, California, consents to the
aforedescribed Second Amendment to Golf Course Lease (the "Second Amendment")
to which this Consent is attached and hereby declares that the consent expressed
hereunder shall be binding upon the Banks, including itself, and their
respective successors and assigns.
The undersigned further agrees on behalf of the Banks, including itself,
that pursuant to Paragraph 9 of the aforedescribed Assignment of Golf Course
lease, it shall cause those portions of Parcels 2 and 4 of the Parcel Map No.
27563 reflected as the transfer parcel in that certain Parcel Map Waiver
dated recorded as Instrument No. in Book at Page
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in the Official Records of Riverside County, California to be released and
reconveyed to Landlord by forwarding an appropriate Request for Partial
Reconveyance to Commonwealth Land Title Company, the trustee under the deed of
trust referenced in the Second Amendment.
THE FIRST NATIONAL BANK OF CHICAGO,
a national banking association, for itself and
as Agent as aforesaid
BY: /s/ Steven Franklin
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Its: Vice President
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DATE: 10/29/96
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ACKNOWLEDGMENT
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STATE OF ILLINOIS )
)
COUNTY OF COOK )
I, C. Kech, a Notary Public in and for said county in the State
aforesaid, DO HEREBY CERTIFY THAT Steven Franklin personally known to me to be
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the Vice President of THE FIRST NATIONAL BANK OF CHICAGO, a national banking
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association, and personally known to me to be the person whose name is
subscribed to the foregoing instrument, appeared before me this day in person,
and swore and acknowledged to me under oath that he signed such instrument and
as Vice President of such association pursuant to authority given by said
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association and has read and executed and delivered said instrument as his free
and voluntary act and as the free and voluntary act of said association for the
purposes therein set forth.
Given under my hand and official seal, this 29th day of October, 1996.
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C. Kech * OFFICIAL SEAL *
- ---------------- * C. KECH *
NOTARY PUBLIC * NOTARY PUBLIC, STATE OF ILLINOIS *
* MY COMMISSION EXPIRES: 06/09/00 *
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MY COMMISSION EXPIRES: 6/9/00
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