EXHIBIT 10.f
THE RIGHTS AND REMEDIES OF MARRIOTT CORPORATION AND ITS SUCCESSORS AND ASSIGNS,
UNDER THIS AGREEMENT ARE SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN
SUBORDINATION AGREEMENT DATED AS OF JUNE 30, 1993, AS AMENDED FROM TIME TO TIME,
BY AND AMONG MARRIOTT CORPORATION, NATIONSBANK OF GEORGIA, NATIONAL ASSOCIATION
AND MARRIOTT DIVERSIFIED AMERICAN HOTELS, L.P.
AMENDED AND RESTATED
LINE OF CREDIT AND REIMBURSEMENT AGREEMENT
THIS AMENDED AND RESTATED LINE OF CREDIT AND REIMBURSEMENT AGREEMENT
(this "Agreement") is made as of June 30, 1993 by and among MARRIOTT
CORPORATION, a Delaware corporation ("Marriott"), MARRIOTT MDAH ONE CORPORATION,
a Delaware corporation (the "General Partner"), and MARRIOTT DIVERSIFIED
AMERICAN HOTELS, L.P., a Delaware limited partnership (the "Partnership").
RECITALS:
WHEREAS, the Partnership amended the limited partnership agreement
under which it was organized, such amended and restated partnership agreement
being dated February 7, 1990 and being substantially in the form of Exhibit D to
that certain Confidential Private Placement Memorandum dated November 14, 1989
(the "Memorandum") (said partnership agreement as so amended to be referred to
hereafter as the "Partnership Agreement");
WHEREAS, the Partnership entered into that certain loan agreement dated
February 7, 1990 (the "Existing Loan Agreement") with The Citizens and Southern
National Bank, now known as NationsBank of Georgia, National Association (the
"Lender") pursuant to which the Lender made a loan to the Partnership in the
amount of $128,000,000 to provide first mortgage financing for the purchase of
six Marriott full-service hotels (the "Hotels");
WHEREAS, in order to induce the Lender to provide the financing under
the Loan Agreement, Marriott entered into a Contract of Guaranty dated February
7, 1990 (the "Debt Service Guaranty") pursuant to which Marriott agreed to
advance funds to or on behalf of the Partnership in an amount up to $13,000,000
at any one time to the extent necessary to enable the Partnership to pay
interest and/or principal on the loan provided pursuant to the Loan Agreement;
WHEREAS, pursuant to the Partnership Agreement and the provisions of a
Line of Credit and Reimbursement Agreement dated February 7, 1990 (the "Existing
Line of Credit and Reimbursement Agreement") among the parties hereto, the
General Partner or
one or more affiliates of the General Partner or Marriott ("Affiliates") could
from time to time advance funds to the Partnership to meet liabilities or
obligations or to make distributions to the Partners;
WHEREAS, the Hotels are to be managed for the Partnership by Marriott
International, Inc., formerly known as Marriott Hotels, Inc., pursuant to an
Amended and Restated Management Agreement of even date herewith (as amended,
restated, supplemented or otherwise modified from time to time, the "Management
Agreement");
WHEREAS, the Existing Line of Credit and Reimbursement Agreement was
entered into for the purpose of evidencing the obligation of Marriott and the
General Partner to make the advances enumerated in Sections II.I and III.I.,
respectively, thereof and of the Partnership to repay advances thereunder,
together with interest thereon; and
WHEREAS, the mutual obligations under the Existing Line of Credit and
Reimbursement Agreement provided consideration for the entering into thereof and
the Debt Service Guaranty;
WHEREAS, the Partnership is in default of its obligations under the
Existing Loan Agreement and the Lender and the Partnership are to restructure
such obligations by amending and restating the Existing Loan Agreement pursuant
to the terms of that certain Amended and Restated Loan Agreement dated as of the
date hereof (as amended, restated, supplemented or otherwise modified from time
to time in accordance with the terms thereof, the "Loan Agreement");
WHEREAS, it is a condition to Lender's restructuring the Partnership's
obligations under the Existing Loan Agreement pursuant to the Loan Agreement
that the parties hereto amend and restate the terms of the Existing Line of
Credit and Reimbursement Agreement as provided herein;
NOW, THEREFORE, to induce the Lender to enter into the Loan Agreement,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree that the Existing Line
of Credit and Reimbursement Agreement is amended and restated as follows:
I. DEFINED TERMS
Terms used herein, unless otherwise defined, shall have the meaning
provided therefor in the Memorandum under the caption "Glossary of Certain
Terms" (as such terms shall have been modified by the actual agreements to which
they relate).
II. DEBT SERVICE GUARANTEE ADVANCES
1. Confirmation of Advances.
------------------------
-2-
Marriott and the Partnership agree that Marriott has made advances
to or on behalf of the Partnership pursuant to the Debt Service Guaranty in the
aggregate amount of $13,000,000.
2. Repayment of Advances
---------------------
Any advances by Marriott to the Partnership under the Debt Service
Guaranty prior to the date hereof shall constitute indebtedness owing to
Marriott by the Partnership. Such indebtedness shall bear interest, compounded
annually, at the rate per annum equal to the lesser of (i) the prime rate of
interest announced from time to time by Bankers Trust Company, New York, New
York (the "Prime Rate") plus one-half percentage point or (ii) the highest
lawful rate under the laws of the State of Delaware. Unless sooner paid as
permitted by Section IV.1 of this Agreement, such indebtedness and any accrued
interest thereon shall mature and be due and payable in accordance with Section
II.3 of this Agreement. On the date hereof, the Partnership will execute and
deliver a promissory note to further evidence any indebtedness owing to Marriott
under this Section II.2. Such promissory note shall be substantially in the form
of Exhibit A hereto.
---------
3. Timing and Priority of Repayment of Advances
--------------------------------------------
Any advances by Marriott under the Debt Service Guaranty, including
any accrued interest thereon, shall be due and payable by the Partnership
fifteen (15) years from the date of such advance, or earlier solely out of Pari
Passu Distributions (as defined in the Loan Agreement) paid to the Partnership.
Notwithstanding anything to the contrary in this Agreement, the
Partnership shall not be required to make, and shall not make, any repayment or
prepayment of advances under the Debt Service Guaranty or accrued interest
thereon if and to the extent payment thereof would violate the Loan Agreement or
any other instrument relating to or securing the financing provided thereunder
or any refinancing thereof.
4. Security
--------
The Partnership shall not secure the payment of any indebtedness
under the Debt Service Guaranty or hereunder with any Lien (as defined in the
Loan Agreement).
-3-
III. GENERAL PARTNER AND OTHER AFFILIATE ADVANCES
1. Obligation to Make Advances
---------------------------
Except as hereinafter provided, neither the General Partner
nor Marriott shall have any obligation to make any loans or advances to the
Partnership hereunder. On the date hereof, the General Partner will make a
single $2,000,000 advance to the Partnership.
2. Repayment of Advances
---------------------
The advance to the Partnership by the General Partner pursuant
to Section III.1 hereof shall constitute indebtedness owing to the General
Partner by the Partnership. Unless sooner paid as permitted by Section IV.1 of
this Agreement, such indebtedness and any accrued interest thereon shall mature
and be due and payable in accordance with Section III.3 of this Agreement. On
the date hereof, the Partnership will execute and deliver a promissory note to
further evidence such indebtedness owing to the General Partner under this
Section III.2. Such promissory note shall be substantially in the form of
Exhibit B hereto.
- ---------
3. Timing and Priority of Repayment of Advances
--------------------------------------------
The advance by the General Partner described in Section III.2
shall accrue interest, compounded annually, at a rate per annum equal to the
lesser of (i) one percentage point in excess of the Prime Rate or (ii) the
highest lawful rate under the laws of the State of Delaware. Such advance,
together with any accrued interest thereon, shall be due and payable upon that
date which is the fifteenth anniversary of the date on which such advance was
made; provided, however, that such advance may be paid earlier solely out of
Pari Passu Distributions (as defined in the Loan Agreement) paid to the
Partnership. Notwithstanding anything to the contrary in this Agreement, the
Partnership shall not be required to make, and shall not make, any repayment or
prepayment of the advance described in Section III.2 hereof or accrued interest
thereon if and to the extent payment thereof would violate the Loan Agreement or
any other instrument relating to or securing the financing provided thereunder
or any refinancing thereof.
-4-
IV. MISCELLANEOUS PROVISIONS
1. Optional Prepayment
-------------------
Subject to the limitations imposed in this Agreement on
prepayment, the Partnership may at any time prepay any indebtedness owing
hereunder, in whole or in part, plus any accrued interest thereon at any time
without penalty or premium of any kind.
2. Exculpation
-----------
No Partner shall have any personal liability with respect to
the indebtedness owing to Marriott or the General Partner hereunder. Marriott
and the General Partner agree to look solely to the assets of the Partnership or
to any security provided by the Partnership as the sole source of repayment
hereunder.
3. Default
-------
In the event the Partnership is in default of any of its
obligations hereunder, unless such default is cured within thirty (30) 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 Loan Agreement in
consequence of which the maturity of any indebtedness thereunder is accelerated,
Marriott and the General Partner shall, in any of such events, have the right to
accelerate the maturity of any indebtedness owing to it hereunder, and upon such
acceleration the indebtedness hereunder, together with accrued interest thereon,
shall be immediately due and payable.
4. Loan Agreement
--------------
For so long as the Loan Agreement remains in effect, this
Agreement shall not be amended, rescinded, or terminated without the consent of
the Lender.
5. Governing Law
-------------
This Agreement shall be governed by and construed under the
laws of the State of Delaware, without regard to principles of conflicts of laws
thereof which might refer such interpretations to the laws of another
jurisdiction.
-5-
6. Subordination
-------------
Except as otherwise provided herein, payment of any
indebtedness owing to Marriott pursuant to this Agreement shall be subject and
subordinate to (i) all indebtedness and accrued interest thereon owing pursuant
to the Loan Agreement, (ii) payment of all Ground Rent and (iii) the priority
payments to the Partners described in Sections 4.05A, 4.06, and 4.07A of the
Partnership Agreement.
7. Effective Date.
--------------
The amendment and restatement of the Existing Line of Credit
and Reimbursement Agreement pursuant to the terms hereof shall be deemed
effective as of the Effective Date (as defined in the Loan Agreement).
[Signatures on Following Page]
- 6 -
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Line of Credit and Reimbursement Agreement as of the day and year set
forth above.
MARRIOTT CORPORATION
By: /s/ Matthew J. Hart
------------------------------------
Name: MATTHEW J. HART
-------------------------------
Title: SR. VICE PRESIDENT
------------------------------
MARRIOTT MDAH ONE CORPORATION
By: /s/ Jeffrey P. Mayer
------------------------------------
Name: JEFFREY P. MAYER
-------------------------------
Title: VICE - PRESIDENT
------------------------------
MARRIOTT DIVERSIFIED AMERICAN
HOTELS, L.P.
By: Marriott MDAH One Corporation,
its General Partner
By: /s/ Jeffrey P. Mayer
------------------------------
Name: JEFFREY P. MAYER
-------------------------
Title: VICE - PRESIDENT
------------------------
Exhibit A
THE RIGHTS AND REMEDIES OF MARRIOTT CORPORATION AND ITS SUCCESSORS AND ASSIGNS,
UNDER THIS INSTRUMENT ARE SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN
SUBORDINATION AGREEMENT DATED AS OF JUNE 30, 1993, AS AMENDED FROM TIME TO TIME,
BY AND AMONG MARRIOTT CORPORATION, NATIONSBANK OF GEORGIA, NATIONAL ASSOCIATION
AND MARRIOTT DIVERSIFIED AMERICAN HOTELS, L.P.
PROMISSORY NOTE
---------------
$13,000,000.00 June 30, 1993
For value received, MARRIOTT DIVERSIFIED AMERICAN HOTELS, L.P., a
Delaware limited partnership (the "Payor"), hereby promises to pay to the order
of MARRIOTT CORPORATION (the "Payee"), at such time or times as provided in the
Agreement hereinafter referred to, at the Payee's offices at 10400 Fernwood
Road, Bethesda, Maryland, in lawful money of the United States, the principal
amount of $13,000,000.00, 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 and compounded as provided
for in Section II.2 of the Amended and Restated Line of Credit and Reimbursement
Agreement (the "Agreement") dated as of June 30, 1993, among the Payor, Marriott
MDAH One Corporation 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 hereof as provided in Section IV.1 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 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 evidences indebtedness incurred prior to the date hereof on
which interest in the amount of $1,824,345.00 as of the hereof has accrued and
remains owing.
- 8 -
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
Delaware.
MARRIOTT DIVERSIFIED AMERICAN
HOTELS, L.P.
By: Marriott MDAH One Corporation,
its General Partner
By:
--------------------------------
Its:
-------------------------------
- 9 -
Exhibit B
THE RIGHTS AND REMEDIES OF MARRIOTT MDAH ONE CORPORATION AND ITS SUCCESSORS AND
ASSIGNS, UNDER THIS INSTRUMENT ARE SUBJECT TO THE TERMS AND CONDITIONS OF THAT
CERTAIN SUBORDINATION AGREEMENT DATED AS OF JUNE 30, 1993, AS AMENDED FROM TIME
TO TIME, BY AND AMONG MARRIOTT MDAH ONE CORPORATION, NATIONSBANK OF GEORGIA,
NATIONAL ASSOCIATION AND MARRIOTT DIVERSIFIED AMERICAN HOTELS, L.P.
PROMISSORY NOTE
---------------
$2,000,000.00 June 30, 1993
For value received, MARRIOTT DIVERSIFIED AMERICAN HOTELS, L.P., a
Delaware limited partnership (the "Payor"), hereby promises to pay to the order
of MARRIOTT MDAH ONE CORPORATION (the "Payee"), at such time or times as
provided in the Agreement hereinafter referred to, at the Payee's offices at
10400 Fernwood Road, Bethesda, Maryland, in lawful money of the United States,
the principal amount of $2,000,000.00, 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 and compounded
as provided for in Section III.3 of the Amended and Restated Line of Credit and
Reimbursement Agreement (the "Agreement") dated as of June 30, 1993 among the
Payor, Marriott Corporation 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 hereof as provided in Section
IV.1 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 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
Delaware.
MARRIOTT DIVERSIFIED AMERICAN
HOTELS, L.P.
By: Marriott MDAH One Corporation,
its General Partner
By:
--------------------------------
Its:
-------------------------------
- 11 -