1
Exhibit 10.18(b)(2)
FIRST AMENDMENT TO MASTER AGREEMENT
THIS FIRST AMENDMENT TO MASTER AGREEMENT ("Amendment") is made as of the
15th day of November, 1996 by and among CROSSROADS/FUTURE COMPANY, L.L.C., a
Delaware limited liability company ("New Lessee"), CROSSROADS/MEMPHIS
PARTNERSHIP, L.P., a Delaware limited partnership (the "Partnership"),
INTERSTATE HOTELS CORPORATION, a Pennsylvania corporation ("IHC"), EQUITY INNS
PARTNERSHIP, L.P., a Tennessee limited partnership ("EIP") and EQUITY INNS,
INC., a Tennessee corporation ("ENNS")
WITNESSETH:
WHEREAS, New Lessee, the Partnership, IHC, EIP and ENNS entered into that
certain Master Agreement, dated November 4, 1996 ("Master Agreement"); and
WHEREAS, the parties wish to amend the Master Agreement in the manner set
forth in this Amendment;
NOW, THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, and intending to be legally bound, the parties hereto agree as
follows:
1. DEFINITIONS. Unless otherwise defined herein, capitalized terms used in
this Amendment have the definitions ascribed to them in the Master Agreement.
2. EXHIBITS. (a) Exhibit A (Consolidated Lease Amendment) to the Master
Agreement is hereby deleted in its entirety and replaced with Exhibit A
attached to this Amendment.
(b) Exhibit F (IHC Guarantees) to the Master Agreement is hereby deleted
in its entirety and replaced with Exhibit F attached to this Amendment (which
shall include the Acknowledgment of Collateral Assignment of Guaranty of Lease
when requested by EIP).
3. CROSS-DEFAULT. (a) All of the Lessee's obligations under the Leases
shall be cross-defaulted. The phrase "but shall not be cross- defaulted with
the Consolidated Lease Amendment" is hereby deleted from Section 1.5(e) of the
Master Agreement.
(b) The parentheticals "(but without cross-default provisions)" or
"(without cross-default provisions)" are hereby deleted from (i) the third
sentence of Section 1.6(c) of the Master Agreement; (ii) Section 1.6(d) of the
Master
2
Agreement; and (iii) each of the seventh and eighth sentences of Section 1.7(b)
of the Master Agreement.
4. CREDIT AGREEMENT THIRD AMENDMENT. With respect to the Third Amendment
to Credit Agreement and Other Credit Facility Documents dated as of November
14, 1996 (the "Credit Amendment"), among EIP, Smith Barney Mortgage Capital
Group, Inc. and the other "Co-Lenders" (as defined in the Credit Agreement),
IHC, New Lessee and the Partnership agree to execute and deliver, and cause
Interstate Hotels Company and their "Affiliates" (as defined in the Master
Agreement) to execute and deliver, when applicable to and required by the
appropriate party, all as required by the Credit Agreement, (a) in the event of
an assignment of the Lessee's interest under a Lease in accordance with the
terms thereof, (i) an assumption by such successor Lessee of the Lessee's
obligations under the Lease, (ii) a subordination, nondisturbance and
attornment agreement in the form attached as Exhibit S to the Credit Agreement
and (iii) lease guarantees in the form of the IHC Guarantees attached as
Exhibit R-1 to the Credit Agreement and Exhibit F to this Amendment, (b) a
subordination, nondisturbance and attornment agreement in the form of Exhibit S
to the Credit Agreement upon the entering into of an Additional Lease and (c)
an acknowledgement of collateral assignment of guaranty of lease in form
attached as Exhibit T to the Credit Amendment and Exhibit F to this Amendment
to the Credit Agreement and Exhibit F to this Amendment, upon the execution and
delivery of any future IHC Guarantees of any leases entered into under the
Master Agreement.
5. MISCELLANEOUS. (a) The date "November 13, 1996" set forth in Section
1.10 of the Master Agreement is deleted and replaced with "November 15, 1996."
(b) The word "not" is hereby added immediately before the word "terminate"
in Section 3.4(b) of the Master Agreement.
6. EFFECT OF AMENDMENT. Except as expressly modified hereunder, the Master
Agreement shall remain in full force and effect.
7. HEADINGS. The headings of the paragraphs herein are included solely for
convenience of reference and shall not control the meaning of the
interpretation of any provision of this Amendment.
8. MERGER. The Master Agreement, as amended by this Amendment, contains
the entire understanding between the parties hereto and supersedes any prior or
contemporaneous contracts, agreement, understandings and/or negotiations,
whether oral or written.
- 2 -
3
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and the year first above-written.
EQUITY INNS PARTNERSHIP, L.P.
By: EQUITY INNS TRUST,
general partner
By: /s/ PHILLIP MCNEILL
---------------------------------
Title: CEO
CROSSROADS/MEMPHIS PARTNERSHIP, L.P.
By: CROSSROADS/MEMPHIS COMPANY, L.L.C.
its general partner
By: /s/ KEVIN P. KILKEARY
---------------------------------
Title:
------------------------------
INTERSTATE HOTELS CORPORATION
By: /s/ KEVIN P. KILKEARY
---------------------------------
Title:
------------------------------
EQUITY INNS, INC.
By: /s/ PHILLIP MCNEILL
---------------------------------
Title: CEO
CROSSROADS FUTURE COMPANY, L.L.C.
By: /s/ KEVIN P. KILKEARY
---------------------------------
Title:
------------------------------
- 3 -