Exhibit 4.8
LOAN MODIFICATION AGREEMENT
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THIS LOAN MODIFICATION AGREEMENT (this "Agreement") is made this 29th day
of March, 2002 by and between 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, AS
INDENTURE TRUSTEE FOR THE BENEFIT OF THE HOLDERS OF ISTAR ASSET RECEIVABLES
TRUST COLLATERALIZED MORTGAGE BONDS SERIES 2000-1 ("Lender").
RECITALS
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A. By assignment, Lender is the owner and holder of a loan in the original
principal amount of Thirty Million and No/100 Dollars ($30,000,000.00) (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 Starwood Mezzanine Investors, L.P.,
as lender ("Original Lender"), (the "Loan Agreement") and (ii) the instruments
described on Exhibit "B" attached hereto and made a part hereof.
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B. iStar Asset Services, Inc. services the loan for Lender, as Primary
Servicer pursuant to a certain Primary Servicing Agreement dated as of May 17,
2000.
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 will merge with
and into Borrower (with Borrower being the surviving entity), and Borrower shall
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
Marriott Residence Inn 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 and (ii) "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 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:
"`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 7 thereof, and inserting in
lieu thereof the following new definition:
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"General Partner Note' means that certain demand Note in the
original principal amount of $6,600,000 form 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 page 11 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
Note, 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 Agreements
--
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 Loan, 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
---
time to time be amended, supplemented or modified with the written
consent of Lender in accordance with the Loan Documents."
(h) By deleting the definition of "Partnership Agreement" set forth in
Section 1 of the Loan Agreement appearing on page 13 thereof, and inserting in
lieu thereof the following new definition:
"`Partnership Agreement' means that certain Limited Partnership
---------------------
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 is hereby adopted by
Borrower as its partnership agreement in connection with the merger of
AHT Res Acquisition L.P. with and into Borrower."
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(i) By deleting the definition of "Senior Lender" set forth in Section
1 of the Loan Agreement appearing on page 16 thereof, and inserting in lieu
thereof the following new definition:
"'Senior Lender' means LaSalle Bank National Association (F/K/A
LaSalle National Bank", as Trustee for Mortgage Pass-Through
Certificates Series 1996-2."
(j) By amending Section 5.1(c) of the Loan Agreement, appearing on
page 41 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 45 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) By deleting Section 6.1(m) of the Loan Agreement, appearing on
page 45 thereof, and inserting the following clause: "Except as listed on
Schedule 6.1(m) attached hereto and made a part hereof," as the initial phrase
thereof.
(m) By deleting Section 6.1(n) of the Loan Agreement, appearing on
page 45 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 46 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."
(o) By deleting from Section 6.1(r) of the Loan Agreement appearing on
page 46 thereof, and from Section 8.13(b)(ii) of the Loan Agreement appearing on
page 65 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 47 thereof, the second sentence thereof and inserting in lieu thereof the
following:
"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
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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
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any improvements located thereon for use as an eating facility, or
(iii) demising more than 5% of the usasble 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 47 thereof, to delete the name "Host" and inserting in lieu thereof the
name "Apple".
(r) 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 29, 2002 by and between Borrower and Lessee."
(s) By amending the Loan Agreement to add a new Section 6.1(jj) which
new Section 6.1(jj) shall state as follows:
"(jj) 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."
(t) By deleting Section 7.8 of the Loan Agreement, appearing on page
55 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 will 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."
(u) By deleting the last sentence of Section 7.13 of the Loan
Agreement, appearing on page 56 thereof, and inserting in lieu thereof the
following new last sentence:
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"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."
(v) By deleting from Section 8.2 of the Loan Agreement, appearing on
page 60 thereof, the words "Montgomery County, Maryland" and inserting in lieu
thereof the following: "Richmond, Virginia".
(w) By deleting Section 8.7(a) of the Loan Agreement, appearing on
page 62 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) 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 complete copy of any such notice, (iii) 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."
(x) 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 64 thereof.
(y) 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 68 thereof.
(z) By deleting Section 9.1(o) of the Loan Agreement, appearing on
page 70 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."
(aa) 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
---
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and Borrower, (ii) those certain Security Agreements 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 Loan 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."
(bb) By deleting the name "Host" appearing in Section 11.6(B) of the
Loan Agreement, appearing on page 76 thereof, and inserting in lieu thereof the
name "Apple".
(cc) By inserting the phrase "or the Lessee" after the word "Partner"
appearing in Section 11.6(E), Section 11.6(F) and Section 11.6(J) of the Loan
Agreement.
(dd) By deleting Section 11.6(K) of the Loan Agreement, appearing on
page 76 thereof, and inserting in lieu thereof the following new Section
11.6(K):
"(K) Borrower's relocating its principal place of business
outside of Richmond, Virginia or reorganizing in any jurisdiction
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
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"
appearing in Section 5.1(E), Section 5.1(F), Section 5.1(J) of the Mortgages the
following: "or the Lessee".
(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 or changing the jurisdiction of its
organization without having complied with Section 8.2 of the Loan
Agreement."
(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
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pursuant to the Mortgages the Lease Agreement has been assigned to Lender and
that Lender, subject only to the lien and security interest of the Senior Lender
pursuant to the Senior Loan Documents, has a lien on 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; 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 iStar Asset Services, Inc.
100 Great Meadow Road, Suite 603
Wethersfield, Connecticut 06109
Attention: Barbara Rubin
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. Expenses. Apple agrees to pay all of Lender's out of pocket costs and
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expenses (the "Expenses") in connection with this Agreement and all documents
and instruments executed in connection herewith, including, without limitation,
attorneys fees, such Expenses to be paid upon the closing of the Merger.
8
9. 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.
(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 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 other than those already obtained.
10. Ratification. Except as hereinabove set forth and as set forth in the
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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.
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
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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
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counterparts which shall together constitute but one and the same agreement.
[SIGNATURES ON FOLLOWING PAGES]
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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
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(CORPORATE SEAL)
[SIGNATURES CONTINUED ON FOLLOWING PAGES]
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GENERAL PARTNER:
----------------
AHT RES I GP, INC., a corporation
By: /s/ Glade M. Knight
-------------------------------------
Name: Glade M. Knight
--------------------------------
Its: President
---------------------------------
(CORPORATE SEAL)
[SIGNATURES CONTINUED ON FOLLOWING PAGES]
12
LESSEE:
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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]
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LENDER:
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LASALLE BANK NATIONAL
ASSOCIATION, AS INDENTURE
TRUSTEE FOR THE BENEFIT OF THE
HOLDERS OF ISTAR ASSET
RECEIVABLES TRUST
COLLATERALIZED MORTGAGE
BONDS
By: iStar Asset Services, Inc., as duly
authorized primary servicer
By: /s/ Barbara Rubin
---------------------------------
Name: Barbara Rubin
Its: 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.
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EXHIBIT B
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LOAN DOCUMENTS
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All documents dated as of October 10, 1995 unless otherwise stated.
1. Promissory Note in the original principal amount of $30,000,000 by Borrower
to Original Lender.
2. Loan Agreement between Borrower and Original Lender.
3. Four-Party Agreement by and between Borrower, German American Capital
Corporation, Lender and Residence Inn by Marriott, Inc.
4. Indemnity Agreement by Borrower and RIBM One Corporation in favor of Lender.
5. Junior Assignment of Management Agreement and Manager's Consent by Borrower
to Original Lender.
6. Manager's Letter Agreement from Borrower and Marriott Residence Inn by
Marriott, Inc.
7. UCC Financing Statements relating each of the Hotels.
8. Junior Deed of Trust and Security Agreement from Borrower for the benefit of
Original Lender with respect to the Inn located in Costa Mesa, Orange County,
California.
9. Junior Assignment of Rents and Revenues from Borrower to Original Lender with
respect to the Inn located in Costa Mesa, Orange County, California.
10. Junior Deed of Trust and Security Agreement from Borrower for the benefit of
Original Lender with respect to the Inn located in Costa Mesa, Los Angeles
County, California.
11. Junior Assignment of Rents and Revenues from Borrower for the benefit of
Original Lender with respect to the Inn located in Costa Mesa, Los Angeles
County, California.
12. Junior Deed of Trust and Security Agreement from Borrower for the benefit of
Original Lender with respect to the Inn located in La Jolla, San Diego County,
California.
13. Junior Assignment of Rents and Revenues from Borrower for the benefit of
Original Lender with respect to the Inn located in La Jolla, San Diego County,
California.
14. Junior Deed to Secure Debt and Security Agreement from Borrower for the
benefit of Original Lender with respect to the Inn located in Smyana, Georgia.
15. Junior Assignment of Rents and Revenues from Borrower for the benefit of
Original Lender with respect to the Inn located in Smyana, Georgia.
16
16. Junior Deed to Secure Debt and Security Agreement from Borrower for the
benefit of Original Lender with respect to the Inn located in Atlanta/Dunwoody,
DeKalb County, Georgia.
17. Junior Assignment of Rents and Revenues from Borrower for the benefit of
Original Lender with respect to the Inn located in Atlanta/Dunwoody, DeKalb
County, Georgia.
18. Junior Deed to Secure Debt and Security Agreement from Borrower for the
benefit of Original Lender with respect to the Inn located in Atlanta/Buckhead,
Fulton County, Georgia.
19. Junior Assignment of Rents and Revenues from Borrower for the benefit of
Original Lender with respect to the Inn located in Atlanta/Buckhead, Fulton
County, Georgia.
20. Junior Mortgage and Security Agreement from Borrower to Original Lender with
respect to the Inn located in Oakland County, Michigan.
21. Junior Assignment of Rents and Revenues from Borrower to Original Lender
with respect to the Inn located in Oakland County, Michigan.
22. Junior Mortgage and Security Agreement from Borrower to Original Lender with
respect to the Inn located in DuPage County, Illinois.
23. Junior Assignment of Rents and Revenues from Borrower to Original Lender
with respect to the Inn located in DuPage County, Illinois.
24. Junior Deed of Trust, Assignment of Rents, Security Agreement, Financing
Statement and Fixture Filing from Borrower for the benefit of Original Lender
with respect to Inn located in Boulder County, Colorado.
25. Junior Assignment of Rents and Revenues from Borrower to Original Lender
with respect to the Inn located in Boulder County, Colorado.
26. Junior Open-End Mortgage, Security Agreement and Fixture Financing Statement
from Borrower to Original Lender with respect to the Inn located in Hamilton
County, Ohio.
27. Junior Assignment of Rents and Revenues from Borrower to Original Lender
with respect to the Inn located in Hamilton County, Ohio.
28. Junior Open-End Mortgage, Security Agreement and Fixture Financing Statement
from Borrower to Original Lender with respect to the Inn located in Montgomery
County (Dayton South), Ohio.
29. Junior Assignment of Rents and Revenues from Borrower to Original Lender
with respect to the Inn located in Montgomery County (Dayton South), Ohio.
30. Junior Open-End Mortgage, Security Agreement and Fixture Financing Statement
from Borrower to Original Lender with respect to the Inn located in Montgomery
County (Dayton), Ohio.
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31. Junior Assignment of Rents and Revenues from Borrower to Original Lender
with respect to the Inn located in Montgomery County (Dayton), Ohio.
32. Junior Open-End Mortgage, Security Agreement and Fixture Financing Statement
from Borrower to Original Lender with respect to the Inn located in Franklin
County, Ohio.
33. Junior Assignment of Rents and Revenues from Borrower to Original Lender
with respect to the Inn located in Franklin County, Ohio.
34. Junior Future Advance Deed of Trust and Security Agreement from Borrower for
the benefit of Original Lender with respect to the Inn located in St. Louis
County (Chesterfield), Missouri.
35. Junior Assignment of Rents and Revenues from Borrower to Original Lender
with respect to the Inn located in St. Louis County (Chesterfield), Missouri.
36. Junior Future Advance Deed of Trust and Security Agreement from Borrower for
the benefit of Original Lender with respect to the Inn located in St. Louis
County (Galleria), Missouri.
37. Junior Assignment of Rents and Revenues from Borrower to Original Lender
with respect to the Inn located in St. Louis County (Galleria), Missouri.
38. Fifteen (15) separate Subordination, Non-Disturbance and Attornment
Agreements between Original Lender and Residence Inn by Marriott, Inc.
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