Exhibit 4.7
LOAN MODIFICATION AGREEMENT
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THIS LOAN MODIFICATION AGREEMENT (this "Agreement") is made as of March 29,
2002 by and among MARRIOTT RESIDENCE INN LIMITED PARTNERSHIP, a Delaware limited
partnership ("Borrower"), AHT RES I GP, INC., a Virginia corporation ("General
Partner"), AHM RES I LIMITED PARTNERSHIP, a Virginia limited partnership
("Lessee"), and LASALLE BANK NATIONAL ASSOCIATION (F/K/A LASALLE NATIONAL BANK),
AS TRUSTEE FOR MORTGAGE PASS-THROUGH CERTIFICATES SERIES 1996-2 ("Lender").
RECITALS
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A. By assignment, Lender is the owner and holder of fifteen (15) separate
loans to Borrower in the aggregate original principal amount of One Hundred
Million and No/100 Dollars ($100,000,000.00) (collectively, the "Loan") to
Borrower and the owner and holder of the instruments and documents
(collectively, the "Loan Documents") evidencing, securing or otherwise relating
to the Loan including, without limitation, (i) that certain Loan Agreement dated
October 10, 1995 by and between Borrower and German American Capital
Corporation, as agent or trustee ("Original Lender"), as the same has been
modified and amended by that certain First Amendment to Loan Agreement dated as
of April 23, 1996 by and between Borrower and Original Lender (as so modified
and amended, the "Loan Agreement") and (ii) the instruments described on Exhibit
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"B" attached hereto and made a part hereof.
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B. Midland Loan Services, Inc. services the loan for Lender, as Master
Servicer pursuant to a certain Pooling and Servicing Agreement by and among SSMC
Funding Corp., as Depositor, Self Storage Mortgage Corporation, as Originator,
Midland Loan Services, L.P., as Master Servicer, Self Storage Service Corp., as
Subservicer, and LaSalle National Bank, as Trustee dated as of December 17,
1996.
C. Borrower, RIBM One LLC ("RIBM"), Apple Hospitality Two, Inc. ("AHT") and
AHT Res Acquisition, L.P. ("Merger Sub") have entered into an Agreement and Plan
of Merger dated November 28, 2001 pursuant to which Merger Sub has merged with
and into Borrower (with Borrower being the surviving entity), and Borrower has
become a wholly owned indirect subsidiary of AHT (said merger being hereinafter
referred to as the "Merger").
D. In connection with the Merger, Borrower desires to, among other things,
enter into a master lease agreement (the "Lease Agreement") with AHM Res I
Limited Partnership, a Virginia limited partnership ("Lessee") for each of the
Residence Inn by Marriott hotels securing the Loan and described on Exhibit "A"
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attached hereto and made a part hereof (collectively, the "Hotels"), assign to
Lessee all of Borrower's right, title and interest under the Management
Agreement dated March 28, 1988 between Borrower and Residence Inn by Marriott,
Inc. (the "Management Agreement") and, in connection therewith, Lessee desires
to amend and restate the Management Agreement in its entirety pursuant to an
Amendment and Restatement of Management Agreement by and between Lessee and
Manager (the "Restated Management Agreement").
E. Borrower has requested that Lender consent to, among other things, the
Merger, the Lease Agreement, the assignment of the Management Agreement to
Lessee and the amendment and restatement of the Management Agreement pursuant to
the Restated Management Agreement, and Lender has agreed to consent to such
matters subject to and in accordance with the terms and conditions set forth in
that certain Consent to Merger dated of even date herewith by and among Lender,
Borrower, RIBM, General Partner and Lessee including, without limitation, the
condition that the parties hereto enter into this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants contained
herein, the sum of Ten and No/100 Dollars ($10.00), Lender's consent to, among
other things, the Merger, the Lease Agreement, the assignment of the Management
Agreement to Lessee and the amendment and restatement of the Management
Agreement pursuant to the Restated Management Agreement, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto do hereby covenant and agree as follows:
1. Definitions. All capitalized terms used herein which are not otherwise
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defined herein shall have the meanings ascribed thereto in the Loan Agreement.
2. Effective Time. This Agreement shall become effective immediately upon
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the effective time of the Merger and the consummation of the transactions
related thereto.
3. Modification of the Loan Agreement. Borrower and Lender do hereby modify
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and amend the Loan Agreement as follows:
(a) By adding the following defined terms and definitions to Section 1
of the Loan Agreement: (i) "Apple" means Apple Hospitality Two, Inc., a Virginia
corporation , (ii) "Lender" means LaSalle Bank National Association (f/k/a
LaSalle National Bank), as Trustee for Mortgage Pass-Through Certificates Series
1996-2, and its successors and assigns, and (iii) "Lessee" means AHM Res I
Limited Partnership, a Virginia limited partnership.
(b) By deleting the definition of "Environmental Indemnity" set forth
in Section 1 of the Loan Agreement, appearing on page 5 thereof, and inserting
in lieu thereof the following new definition:
"`Environmental Indemnity' means collectively that certain
-----------------------
Indemnity Agreement made by Borrower and RBIM One Corporation (now
known as RIBM One LLC) in favor of Lender dated October 10, 1995 and
that certain Indemnity Agreement made by AHT Res I GP, Inc., a
Virginia corporation, and Lessee in favor of Lender dated March ,
--
2002."
(c) By inserting at the end of the definition of "Four Party
Agreement" set forth in Section 1 of the Loan Agreement, appearing on page 6
thereof, the following: "as the same may be modified, amended, restated or
supplemented from time to time."
(d) By deleting the definition of "General Partner" set forth in
Section 1 of the Loan Agreement, appearing on page 6 thereof, and inserting in
lieu thereof the following new definition:
2
"`General Partner' means AHT Res I GP, Inc., a Virginia
---------------
corporation."
(e) By deleting the defined term "General Partner Note" set forth in
Section 1 of the Loan Agreement, appearing on page 6 thereof, and inserting in
lieu thereof the following new definition:
"`General Partner Note' means that certain demand Note in the
--------------------
original principal amount of $6,600,000.00 from Apple Hospitality Two,
Inc., a Virginia corporation, payable to the order of the General
Partner."
(f) By deleting the definition of "Loan Documents" set forth in
Section 1 of the Loan Agreement, appearing on pages 9 and 10 thereof, and
inserting in lieu thereof the following new definition:
"`Loan Documents' means this Agreement, the Security Documents,
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the Manager's Agreement, the Intercreditor Agreement, the Promissory
Notes, the Environmental Indemnity, the Four Party Agreement,
Borrower's Certificate, Manager's Certificate, Manager Estoppel
Certificate, the SNDA Agreements, the Lessee Estoppel, Subordination
and Agreement dated March , 2002 among Lender, Lessee and Borrower,
--
the Manager Estoppel, Ratification and Modification Agreement dated
March , 2002 between Lender and Manager, the Security Agreement
--
dated March , 2002 between Lender and Lessee, the Assignments of
--
Rents and Revenues dated March , 2002 from Lessee in favor of Lender
--
and any and all other documents, instruments or agreement evidencing,
securing or otherwise relating to the Loans, as the same may be
modified, amended, restated, supplemented or consolidated."
(g) By deleting the definition of "Management Agreement" set forth in
Section 1 of the Loan Agreement, appearing on page 10 thereof, and inserting in
lieu thereof the following new definition:
"`Management Agreement' means the Management Agreement dated as
--------------------
of March 29, 1988 between the Borrower and the Manager, as the same
has been assigned to Lessee and amended and restated pursuant to that
certain Amendment and Restatement of Management Agreement dated March
, 2002 between the Lessee and the Manager, as the same may from to
--
time be amended, supplemented or modified with the written consent of
Lender in accordance with the terms of the Loan Documents."
3
(h) By deleting the definition of "Partnership Agreement" set forth in
Section 1 of the Loan Agreement, appearing on pages 11 and 12 thereof, and
inserting in lieu thereof the following new definition:
"`Partnership Agreement' means that certain Limited Partnership
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Agreement of AHT Res Acquisition, L.P. dated as of October 29, 2001 by
and between AHT Res I GP, Inc., a Virginia corporation and AHT Res I
LP, Inc., a Virginia corporation, which agreement has been adopted by
Borrower as its partnership agreement in connection with the merger of
AHT Res Acquisition L.P. with and into Borrower."
(i) By deleting the definition of "Subordinate Creditor" set forth in
Section 1 of the Loan Agreement, appearing on page 15 thereof, and inserting in
lieu thereof the following new definition:
"`Subordinate Creditor' means LaSalle Bank National Association,
--------------------
as Indenture Trustee for the benefit of the holders of iStar Asset
Receivables Trust Collateralized Mortgage Bonds Series 2000-1, by
direct or indirect assignment from Starwood Mezzanine Investors, L.P.,
and its successors and assigns."
(j) By amending Section 5.1(e) of the Loan Agreement, appearing on
page 37 thereof, to delete the name "Host" and insert in lieu thereof the name
"Apple".
(k) By deleting from Section 6.1(k) of the Loan Agreement, appearing
on page 40 thereof, the following parenthetical "(other than defaults existing
under financing provided by the Sanwa Bank Limited which is being repaid on the
Closing Date and which repayment shall cure any existing default)".
(l) Section 6.1(m) of the Loan Agreement, appearing on page 41
thereof, is hereby amended by inserting the following clause: "Except as listed
on Schedule 6.1(m) attached hereto and made a part hereof," as the initial
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phrase thereof.
(m) By deleting Section 6.1(n) of the Loan Agreement, appearing on
page 41 thereof, and inserting in lieu thereof the following new Section 6.1(n):
"General Partner has furnished the Lender with a copy of its
balance sheet dated as of March , 2002. Such balance sheet fairly
--
presents the financial condition of General Partner as of such date.
Since such date there has been no adverse change in the financial
condition of General Partner.
(n) By deleting Section 6.1(o) of the Loan Agreement, appearing on
page 41 thereof, and inserting in lieu thereof the following new Section 6.1(o):
"(o) The chief executive office of the Borrower and the General
Partner is in Richmond, Virginia."
4
(o) By deleting from Section 6.1(r) of the Loan Agreement appearing on
pages 41 and 42 thereof, and from Section 8.13(b)(ii) of the Loan Agreement
appearing on page 57 thereof, the name "Host" in all places where such name
appears and inserting in lieu thereof the name "Apple".
(p) By deleting from Section 6.1(u) of the Loan Agreement appearing on
page 42 thereof, the last sentence thereof and inserting in lieu thereof the
following new sentence:
"There are no leases, subleases or occupancy agreements with
respect to any Site or any improvements located on any Site, except
for that certain Master Hotel Lease Agreement dated March , 2002 by
--
and between Borrower and Lessee, (i) providing for rental payments
during the current fiscal year of more than 1% of all the gross
revenues budgeted to be derived from such Site and all improvements
located on such Site, or (ii) demising any portion of any Site or any
improvements located thereon for use as an eating facility, or (iii)
demising more than 5% of the usable floor area contained in the
improvements located on any Site, or (iv) except as otherwise
disclosed in writing to Lender, providing for a term of more than one
year."
(q) By amending Section 6.1(w) of the Loan Agreement, appearing on
page 43 thereof, to delete the name "Host" and insert in lieu thereof the name
"Apple".
(r) By amending the Loan Agreement to add a new Section 6.1(aa) which
new Section 6.1(aa) shall state as follows:
"(aa) [intentionally omitted]"
(s) By deleting Sections 6.1(hh) and 6.1(ii) of the Loan Agreement
appearing on page 44 thereof, and inserting in lieu thereof the following new
Sections 6.1(hh) and 6.1(ii):
"(hh) Pursuant to the Management Agreement, as of the end of
Period 10 of Fiscal Year 2001, the Capital Contributions are
$66,262,630.00; the Adjusted Capital Contributions are $72,528,596.00;
and Additional Inn Investments are $6,265,966.00 (with each of such
terms having the meaning given in the Management Agreement).
(ii) There are no leases or occupancy agreements affecting any of
the Inns other than that certain Master Hotel Lease Agreement dated
March , 2002 by and between Borrower and Lessee."
--
(t) By deleting Section 6.1(ss) of the Loan Agreement in its entirety
and inserting in lieu thereof the following new Section 6.1(ss):
5
"(ss) Ownership of the Borrower is as follows: one percent (1%)
general partnership interest owned by General Partner and ninety-nine
percent (99%) limited partnership interest owned by AHT Res I LP,
Inc., a Virginia corporation."
(u) By deleting Section 7.8 of the Loan Agreement, appearing on page
49 thereof, and inserting in lieu thereof the following new Section 7.8:
"Section 7.8 Management Agreement.
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The Borrower will, or will cause Lessee to, duly perform in all
material respects the obligations contemplated to be performed by
Lessee under the Management Agreement and will, or cause Lessee to,
with due diligence and in a reasonable and prudent manner, enforce
Lessee's rights under the Management Agreement and will not, and will
not permit Lessee to, waive any of Lessee's rights or Manager's
obligations under the Management Agreement without the prior written
consent of Lender which may be withheld in Lender's sole discretion."
(v) By deleting the last sentence of Section 7.13 of the Loan
Agreement, appearing on page 50 thereof, and inserting in lieu thereof the
following new last sentence:
"Additionally, Borrower shall not, and Borrower shall not permit
Lessee to, increase or decrease, or agree to any increase or decrease
in, the amount of the Reserve (as defined in the Management Agreement)
or any other reserves maintained pursuant to the Management Agreement
without the prior written consent of the Lender."
(w) By deleting from Section 8.2 of the Loan Agreement, appearing on
page 53 thereof, the words "Montgomery County, Maryland" and inserting in lieu
thereof the following: "Richmond, Virginia".
(x) By deleting Section 8.7(a) of the Loan Agreement, appearing on
page 55 thereof, and inserting in lieu thereof the following new Section 8.7(a):
"(a) Borrower shall not, and Borrower shall not permit Lessee to,
terminate or enter into or consent to any amendment, modification,
waiver or supplement of any provision of the Management Agreement
without the prior written consent of the Lender, which consent may be
withheld in Lender's sole discretion. Borrower shall cause Lessee to
(i) with due diligence and in a reasonable and prudent manner, fulfill
and perform each and every term, covenant and provision of the
Management Agreement to be fulfilled or performed by Lessee
thereunder, (ii) give prompt written notice to Lender of any written
notice received by Lessee under the Management Agreement, together
with a
6
complete copy of any such notice, (iii) with due diligence and in a
reasonable and prudent manner, enforce, short of termination thereof,
the performance and observance of each and every term, covenant and
provision of the Management Agreement to be performed or observed by
Manager, and (iv) not assign the Management Agreement or its rights
and obligations thereunder, except pursuant to the Loan Documents."
(y) By inserting the phrase "nor Lessee" after the word "Partner"
appearing in the first line of Section 8.12 of the Loan Agreement, appearing on
page 57 thereof.
(z) By inserting the phrase "or Lessee" after the word "Partner"
appearing in the first line of Section 9.1(g) of the Loan Agreement, appearing
on page 60 thereof.
(aa) By deleting Section 9.1(o) of the Loan Agreement, appearing on
page 62 thereof, and inserting in lieu thereof the following new Section 9.1(o):
"(o) If the General Partner shall cease to be wholly owned
(directly or indirectly) by Apple."
(bb) By inserting the following new Section 9.1(p):
"(p) Any representation or warranty made by Lessee set forth in:
(i) that certain Lessee Estoppel, Subordination and Agreement dated as
of March , 2002 among Lender, Lessee and Borrower, (ii) that certain
--
Security Agreement dated as of March , 2002 between Lessee and
--
Lender, (iii) those certain Assignments of Rents and Revenues dated
March , 2002 from Lessee in favor of Lender, or (iv) any other
--
document or instrument executed by Lessee relating to the Loans shall
prove to have been false or incorrect in any material respect when
made or deemed made, or Lessee shall fail to perform any covenant or
agreement contained in said Lessee Estoppel, Subordination and
Agreement, Security Agreements, Assignments of Rents and Revenues or
other documents or instruments."
(cc) By deleting the name "Host" appearing in Section 11.6(B) of the
Loan Agreement, appearing on page 67 thereof, and inserting in lieu thereof the
name "Apple".
(dd) By inserting the phrase "or the Lessee" after the word "Partner"
each time the word "Partner" appears in Section 11.6(E), Section 11.6(F) and
Section 11.6(J) of the Loan Agreement.
(ee) By deleting Section 11.6(K) of the Loan Agreement, appearing on
page 68 thereof, and inserting in lieu thereof the following new Section
11.6(K):
"(K) Borrower's relocating its chief executive office outside of
Richmond, Virginia or reorganizing in any jurisdiction
7
other than the State of Delaware without having complied with Section
8.2 hereof."
4. Modifications to Mortgages. Lender and Borrower hereby agree that the
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Mortgages shall be modified and amended as follows:
(a) All references in the Mortgages to the "General Partner" shall be
deemed to be references to AHT Res I GP, Inc., a Virginia corporation.
(b) By deleting the name "Host" appearing in Section 5.1(B) of the
Mortgages and inserting in lieu thereof the name "Apple".
(c) By inserting the phrase "or the Lessee" after the word "Partner"
each time the word "Partner" appears in Section 5.1(E), Section 5.1(F) and
Section 5.1(J) of the Mortgages.
(d) By deleting Section 5.1(K) of the Mortgages, and inserting in lieu
thereof the following new Section 5.1(K):
"(K) Mortgagor's relocating its principal place of business
outside of Richmond, Virginia without having complied with Section 8.2
hereof."
(e) Notwithstanding anything to the contrary contained in Section
2.30(e), Lender acknowledges that Borrower is entering into the Lease Agreement
with Lessee, which Lease Agreement shall affect each of the Hotels. Borrower
acknowledges and agrees that pursuant to the Mortgages the Lease Agreement has
been assigned to Lender and that Lender has a first in priority on lien and
security interest in Borrower's right, title and interest in and to in the Lease
Agreement.
5. Performance of Obligations. Nothing contained in the Consent to Merger,
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this Agreement or any of the documents being executed in connection therewith or
herewith shall constitute, or be deemed to constitute, a waiver, modification,
alteration, substitution or release of any of Borrower's obligations under the
Loan Documents, as modified hereby; provided, however, Lender agrees that
Borrower may perform its obligations under the Loan Documents relating to the
operation and maintenance of the Hotels by causing Lessee to perform the
obligations of Borrower as they relate to the operation and maintenance of the
Hotels.
6. Notices. From and after the effective date hereof, any notice, consent,
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request or other communication required or permitted under the Loan Documents
shall be in writing and shall be deemed properly given if delivered in
accordance with the notice requirements contained in the Loan Documents using
(a) if to Lender, the following address:
LaSalle Bank National Association, as Trustee
c/o Midland Loan Services, Inc.
210 West 10th Street, 6th Floor
Kansas City, Missouri 64105
Attention: Ms. Wanda Porter
8
and (b) if to Borrower, the following address:
Marriott Residence Inn Limited Partnership
10 South Third Street
Richmond, Virginia 23219
Attention: Glade M. Knight
General Counsel
with a copy to:
Jenkens & Gilchrist, P.C.
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202
Attention: Thomas E. Davis
7. References to Loan Agreement and Mortgages. All references in the Loan
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Documents to the Loan Agreement or the Mortgages shall be deemed a reference to
the Loan Agreement or the Mortgages, as applicable, as modified and amended
herein.
8. Representations. Borrower, General Partner and Lessee each represent and
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warrant to Lender as follows:
(a) The execution, delivery and performance of this Agreement and the
other documents being executed by Borrower, General Partner and/or Lessee in
connection with the execution hereof and the transactions contemplated hereby
and thereby (i) are within the authority of Borrower, General Partner and
Lessee, (ii) have been duly authorized by all necessary proceedings on the part
of such Persons, (iii) do not and will not conflict with or result in any breach
or contravention of any provision of law, statute, rule or regulation to which
any of such Persons is subject or any judgment, order, writ, injunction, license
or permit applicable to such Persons, (iv) do not and will not conflict with or
constitute a default (whether with the passage of time or the giving of notice,
or both) under any provision of the partnership agreement or certificate,
articles of incorporation or other charter documents or bylaws of, or any
agreement, contract or other instrument binding upon, any of such Persons or any
of its properties or to which any of such Persons is subject, and (v) do not and
will not result in or require the imposition of any lien or other encumbrance on
any of the properties, assets or rights of such Persons, other than the liens
and encumbrances created by the Loan Documents or created in favor of
Subordinate Creditor under the Subordinate Loan Documents.
(b) The execution and delivery of this Agreement and the other
documents and instruments being executed and delivered by Borrower, General
Partner and/or Lessee in connection herewith are valid and legally binding
obligations of Borrower, General Partner and Lessee, as applicable, enforceable
in accordance with the respective terms and provisions hereof and thereof,
except as enforceability is limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting generally the enforcement of
creditors' rights.
(c) The execution, delivery and performance of this Agreement and the
other documents and instruments being executed and delivered by Borrower,
General Partner and/or Lessee in connection herewith and the transactions
contemplated hereby and thereby do not
9
require the approval or consent of any Person or the authorization, consent,
approval of or any license or permit issued by, or any filing or registration
with, or the giving of any notice to, any court, department, board, commission
or other governmental agency or authority, in each case other than those already
obtained.
9. Ratification. Except as hereinabove set forth and as set forth in the
------------
documents and agreements being executed by Lender and Borrower, Lessee and/or
Manager, as applicable, in connection herewith, all terms, covenants and
provisions of the Loan Documents remain unaltered and in full force and effect,
and the parties hereto do hereby expressly ratify and confirm the Loan Documents
as modified and amended herein and therein. Nothing in this Agreement shall be
deemed or construed to constitute, and there has not otherwise occurred, a
novation, cancellation, satisfaction, release, extinguishment or substitution of
the indebtedness evidenced by the Loan Documents or the other obligations of
Borrower and General Partner under the Loan Documents.
10. Severability. If any term, covenant or condition of this Agreement is
------------
held to be invalid, illegal or unenforceable in any respect, this Agreement
shall be construed without such term, covenant or condition and the validity or
enforceability of the remaining terms, covenants or conditions shall not in any
way be affected.
11. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of New York (other than those conflicts of
laws provisions that would defer to the substantive laws of another
jurisdiction). Without in any way limiting the preceding choice of law, the
parties elect to be governed by New York law in accordance with, and are relying
(at least in part) on, Section 5-1401 of the General Obligations Law of the
State of New York.
12. Counterparts. This Agreement may be executed in any number of
------------
counterparts which shall together constitute but one and the same agreement.
[SIGNATURES ON FOLLOWING PAGES]
10
IN WITNESS WHEREOF, the parties hereto have set their hands and affixed
their seals as of the day and year first above written.
BORROWER:
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MARRIOTT RESIDENCE INN LIMITED
PARTNERSHIP, a Delaware limited
partnership
By: AHT Res I GP, Inc., a Virginia
corporation, its sole general partner
By: /s/ Glade M. Knight
----------------------------------
Name: Glade M. Knight
-----------------------------
Title: President
----------------------------
(CORPORATE SEAL)
GENERAL PARTNER:
---------------
AHT RES I GP, INC., a corporation
By: /s/ Glade M. Knight
----------------------------------
Name: Glade M. Knight
-----------------------------
Its: President
------------------------------
(CORPORATE SEAL)
LESSEE:
------
AHM RES I LIMITED PARTNERSHIP, a
Virginia limited partnership
By: AHM Res I GP, Inc., a Virginia
corporation, its sole general partner
By: /s/ Glade M. Knight
----------------------------------
Name: Glade M. Knight
-----------------------------
Title: President
----------------------------
(CORPORATE SEAL)
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
11
LENDER:
------
LASALLE BANK NATIONAL
ASSOCIATION F/K/A LASALLE
NATIONAL BANK, AS TRUSTEE FOR
MORTGAGE PASS-THROUGH
CERTIFICATE SERIES 1996-2, BY AND
THROUGH MIDLAND LOAN SERVICES,
INC., ITS MASTER SERVICER AND
ATTORNEY-IN-FACT
By: /s/ Paula J. Mickelson
--------------------------------------
Name: Paula J. Mickelson
--------------------------------
Its: Senior Vice President
---------------------------------
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EXHIBIT "A"
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HOTELS
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1. Marriott Residence Inn located at 881 Baker Street, Costa Mesa, California.
2. Marriott Residence Inn located at 8901 Gilman Drive, La Jolla, California.
3. Marriott Residence Inn located at 4111 E. Willow Street, Long Beach,
California.
4. Marriott Residence Inn located at 3030 Center Green Drive, Boulder,
Colorado.
5. Marriott Residence Inn located at 2960 Piedmont Road, Northeast, Atlanta,
Georgia.
6. Marriott Residence Inn located at 1901 Savoy Drive, Chamblee, Georgia.
7. Marriott Residence Inn located at 2771 Hargrove Road, Smyrna, Georgia.
8. Marriott Residence Inn located at 2001 S. Highland Avenue, Lombard,
Illinois.
9. Marriott Residence Inn located at 26700 Central Park Boulevard, Southfield,
Michigan.
10. Marriott Residence Inn located at 15431 Conway, Chesterfield, Missouri.
11. Marriott Residence Inn located at 1100 McMorrow Avenue, St. Louis,
Missouri.
12. Marriott Residence Inn located at 11689 Chester Road, Cincinnati, Ohio.
13. Marriott Residence Inn located at 6191 West Zumstein Drive, Columbus, Ohio.
14. Marriott Residence Inn located at 7070 Poe Avenue, Dayton, Ohio.
15. Marriott Residence Inn located at 155 Prestige Place, Miamisburg, Ohio.
A-1
EXHIBIT "B"
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LOAN DOCUMENTS
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1. Promissory Note, dated as of October 10, 1995, in the original principal
amount of $7,400,000.00, from Marriott Residence Inn Limited Partnership to
the German American Capital Corporation with respect to the Inn located at
881 Baker Street, Costa Mesa, California.
2. Promissory Note, dated as of October 10, 1995, in the original principal
amount of $17,600,000.00, from Marriott Residence Inn Limited Partnership
to the German American Capital Corporation with respect to the Inn located
at 8901 Gilman Drive, La Jolla, California.
3. Promissory Note, dated as of October 10, 1995, in the original principal
amount of $9,700,000.00, from Marriott Residence Inn Limited Partnership to
the German American Capital Corporation with respect to the Inn located at
4111 E. Willow Street, Long Beach, California.
4. Promissory Note, dated as of October 10, 1995, in the original principal
amount of $7,800,000.00, from Marriott Residence Inn Limited Partnership to
the German American Capital Corporation with respect to the Inn located at
3030 Center Green Drive, Boulder, Colorado.
5. Promissory Note, dated as of October 10, 1995, in the original principal
amount of $7,000,000.00, from Marriott Residence Inn Limited Partnership to
the German American Capital Corporation with respect to the Inn located at
2960 Piedmont Road, Northeast, Atlanta, Georgia.
6. Promissory Note, dated as of October 10, 1995, in the original principal
amount of $6,400,000.00, from Marriott Residence Inn Limited Partnership to
the German American Capital Corporation with respect to the Inn located at
1901 Savoy Drive, Chamblee, Georgia.
7. Promissory Note, dated as of October 10, 1995, in the original principal
amount of $6,400,000.00 from Marriott Residence Inn Limited Partnership to
the German American Capital Corporation with respect to the Inn located at
2771 Hargrove Road, Smyrna, Georgia.
8. Promissory Note, dated as of October 10, 1995, in the original principal
amount of $6,200,000.00, from Marriott Residence Inn Limited Partnership to
the German American Capital Corporation with respect to the Inn located at
2001 S. Highland Avenue, Lombard, Illinois.
9. Promissory Note, dated as of October 10, 1995, in the original principal
amount of $6,100,000.00, from Marriott Residence Inn Limited Partnership to
the German
B-1
American Capital Corporation with respect to the Inn located at 26700
Central Park Boulevard, Southfield, Michigan.
10. Promissory Note, in the original principal amount of $4,200,000.00, from
Marriott Residence Inn Limited Partnership to the German American Capital
Corporation with respect to the Inn located at 15431 Conway, Chesterfield,
Missouri.
11. Promissory Note, dated as of October 10, 1995, in the original principal
amount of $8,400,000.00, from Marriott Residence Inn Limited Partnership to
the German American Capital Corporation with respect to the Inn located at
1100 McMorrow Avenue, St. Louis, Missouri.
12. Promissory Note, dated as of October 10, 1995, in the original principal
amount of $4,400,000.00, from Marriott Residence Inn Limited Partnership to
the German American Capital Corporation with respect to the Inn located at
11689 Chester Road, Cincinnati, Ohio.
13. Promissory Note, dated as of October 10, 1995, in the original principal
amount of $3,000,000.00, from Marriott Residence Inn Limited Partnership to
the German American Capital Corporation with respect to the Inn located at
6191 West Zumstein Drive, Columbus, Ohio.
14. Promissory Note, dated as of October 10, 1995, in the original principal
amount of $2,300,000.00, from Marriott Residence Inn Limited Partnership to
the German American Capital Corporation with respect to the Inn located at
7070 Poe Avenue, Dayton, Ohio.
15. Promissory Note, dated as of October 10, 1995, in the original principal
amount of $3,100,000.00, from Marriott Residence Inn Limited Partnership to
the German American Capital Corporation with respect to the Inn located at
155 Prestige Place, Miamisburg, Ohio.
16. Deed of Trust and Security Agreement from Marriott Residence Inn Limited
Partnership to Chicago Title Insurance Company as trustee for the benefit
of the German American Capital Corporation with respect to the Inn located
at 881 Baker Street, Costa Mesa, California, recorded at Document No.
19950458455, Orange County Recorder's Office.
17. Deed of Trust and Security Agreement from Marriott Residence Inn Limited
Partnership to Chicago Title Insurance Company as trustee for the benefit
of the German American Capital Corporation with respect to the Inn located
at 8901 Gilman Drive, La Jolla, California, recorded at Document No.
1995-0468108, San Diego County Recorder's Office.
18. Deed of Trust and Security Agreement from Marriott Residence Inn Limited
Partnership to Chicago Title Insurance Company as trustee for the benefit
of the German American Capital Corporation with respect to the Inn located
at 4111 E. Willow Street, Long Beach, California, recorded at Document No.
951695508, Los Angeles County Recorder's Office.
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19. Deed of Trust, Assignment of Rents, Security Agreement, Financing Statement
and Fixture Filing from Marriott Residence Inn Limited Partnership to the
Public Trustee for the County of Boulder for the benefit of the German
American Capital Corporation with respect to the Inn located at 3030 Center
Green Drive, Boulder, Colorado, recorded at Document No. 01555506, Boulder
County Recorder's office.
20. Deed to Secure Debt and Security Agreement from Marriott Residence Inn
Limited Partnership to the German American Capital Corporation with respect
to the Inn located at 2960 Piedmont Road, Northeast, Atlanta, Georgia,
recorded at Book 20126, page 07, Fulton County Clerk of the Superior Court.
21. Deed to Secure Debt and Security Agreement from Marriott Residence Inn
Limited Partnership to the German American Capital Corporation with respect
to the Inn located at 1901 Savoy Drive, Chamblee, Georgia, recorded at Book
8725, page 003, DeKalb County Clerk of the Superior Court.
22. Deed to Secure Debt and Security Agreement from Marriott Residence Inn
Limited Partnership to the German American Capital Corporation with respect
to the Inn located at 2771 Hargrove Road, Smyrna, Georgia, recorded at Book
9181, Page 0072, Cobb County Superior Court.
23. Mortgage and Security Agreement from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at 2001 S. Highland Avenue, Lombard, Illinois, recorded at
R95-143176, Du Page County Recorder's Office.
24. Mortgage and Security Agreement from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at 26700 Central Park Boulevard, Southfield, Michigan, recorded
at Liber 15749, page 328, Oakland County Register of Deeds.
25. Future Advance Deed of Trust and Security Agreement from Marriott Residence
Inn Limited Partnership to Michael R. Turley, solely as trustee for the
benefit of the German American Capital Corporation with respect to the Inn
located at 15431 Conway, Chesterfield, Missouri, recorded at Book 10636,
page 440, St. Louis County Recorder of Deeds.
26. Future Advance Deed of Trust and Security Agreement from Marriott Residence
Inn Limited Partnership to Michael R. Turley, solely as trustee for the
benefit of the German American Capital Corporation with respect to the Inn
located at 1100 McMorrow Avenue, St. Louis, Missouri, recorded at Book
10636, page 155, St. Louis County Recorder of Deeds .
27. Open End Mortgage, Security Agreement and Fixture Financing Statement from
Marriott Residence Inn Limited Partnership to the German American Capital
Corporation with respect to the Inn located at 11689 Chester Road,
Cincinnati, Ohio, recorded at Book 6883, page 1847, Hamilton County
Recorder's Office.
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28. Open End Mortgage, Security Agreement and Fixture Financing Statement from
Marriott Residence Inn Limited Partnership to the German American Capital
Corporation with respect to the Inn located at 6191 West Zumstein Drive,
Columbus, Ohio, recorded at Document No. 30271-A07, Franklin County
Recorder's Office.
29. Open End Mortgage, Security Agreement and Fixture Financing Statement from
Marriott Residence Inn Limited Partnership to the German American Capital
Corporation with respect to the Inn located at 7070 Poe Avenue, Dayton,
Ohio, recorded at MORT 95-3067, E03, Montgomery County Recorder's Office.
30. Open End Mortgage, Security Agreement and Fixture Financing Statement from
Marriott Residence Inn Limited Partnership to the German American Capital
Corporation with respect to the Inn located at 155 Prestige Place,
Miamisburg, Ohio, recorded at 95-3063B05, Montgomery County Recorder's
Office.
31. Assignment of Rents and Revenues from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at 881 Baker Street, Costa Mesa, California, recorded at
Document No. 19950458456, Orange County Recorder.
32. Assignment of Rents and Revenues from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at 8901 Gilman Drive, La Jolla, California, recorded at
1995-0468109, San Diego County Recorder's Office.
33. Assignment of Rents and Revenues from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at 4111 E. Willow Street, Long Beach, California, recorded at
95 1695509 Los Angeles County Recorder's Office.
34. Assignment of Rents and Revenues from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at 3030 Center Green Drive, Boulder, Colorado, recorded at
Document No. 01555507, Boulder County Recorder.
35. Assignment of Rents and Revenues from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at 2960 Piedmont Road, Northeast, Atlanta, Georgia, recorded at
Book 20126, page 84, Fulton County Clerk of Superior Court.
36. Assignment of Rents and Revenues from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at 1901 Savoy Drive, Chamblee, Georgia, recorded at
.
-------------------
37. Assignment of Rents and Revenues from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at 2771 Hargrove Road, Smyrna, Georgia, recorded at Book 9181,
page 0154, Cobb County Clerk of Superior Court.
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38. Assignment of Rents and Revenues from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at 2001 S. Highland Avenue, Lombard, Illinois, recorded at
R95-143177, Du Page County Recorder.
39. Assignment of Rents and Revenues from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at 26700 Central Park Boulevard, Southfield, Michigan, recorded
at Liber 15749, page 408, Oakland County Register of Deeds.
40. Assignment of Rents and Revenues from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at 15431 Conway, Chesterfield, Missouri, recorded at Book
10636, Page 517, St. Louis County Recorder of Deeds.
41. Assignment of Rents and Revenues from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at 1100 McMorrow Avenue, St. Louis, Missouri, recorded at Book
10636, page 234, St. Louis County Recorder of Deeds.
42. Assignment of Rents and Revenues from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at 11689 Chester Road, Cincinnati, Ohio, recorded at Book 6883,
page 1925, Hamilton County Recorder.
43. Assignment of Rents and Revenues from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at 6191 West Zumstein Drive, Columbus, Ohio, recorded at
30271E05 Franklin County Recorder's Office.
44. Assignment of Rents and Revenues from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at 7070 Poe Avenue, Dayton, Ohio, recorded at 95-3069A06.
45. Assignment of Rents and Revenues from Marriott Residence Inn Limited
Partnership to the German American Capital Corporation with respect to the
Inn located at 155 Prestige Place, Miamisburg, Ohio, recorded at
95-3069A06, Montgomery County Recorder's Office.
46. Indemnity Agreement by Marriott Residence Inn Limited Partnership and RIBM
One Corporation in favor of the German American Capital Corporation, dated
October 10, 1995.
47. Loan Agreement by and between Marriott Residence Inn Limited Partnership
and the German American Capital Corporation, dated October 10, 1995.
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48. First Amendment to Loan Agreement, dated as of April 23, 1996, by and
between Marriott Residence Inn Limited Partnership and the German American
Capital Corporation.
49. Four Party Agreement, dated October 10, 1995, by and between Marriott
Residence Inn Limited Partnership, the German American Capital Corporation,
Starwood Mezzanine Investors, L.P., and Residence Inn by Marriott, Inc.
50. Fifteen (15) separate Subordination, Non-disturbance and Attornment
Agreements, dated October 10, 1995, between Starwood Mezzanine Investors,
L.P. and Residence Inn by Marriott, Inc.
51. Assignment of Management Agreement and Manager's Consent, dated October 10,
1995, by Marriott Residence Inn Limited Partnership to German American
Capital Corporation.
52. Manager Estoppel Certificate by Residence Inn by Marriott, Inc., dated
October 10, 1995.
53. Letter Agreement, dated October 10, 1995, between Marriott Residence Inn
Limited Partnership and German American Capital Corporation.
54. UCC Financing Statements relating to each of the Hotels.
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