SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Marriott Diversified American Hotels LP – ‘10-12G’ on 6/12/98 – EX-10.L

As of:  Friday, 6/12/98   ·   Accession #:  928385-98-1229   ·   File #:  0-24463

Previous ‘10-12G’:  None   ·   Next & Latest:  ‘10-12G/A’ on 8/7/98

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/12/98  Marriott Diversified American… LP 10-12G                21:1.1M                                   Donnelley R R & S… 09/FA

Registration of Securities (General Form)   —   Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12G      Form 10                                               46    221K 
 2: EX-3.A      Articles of Incorporation/Organization or By-Laws     49    227K 
 3: EX-10.A     Material Contract                                    116    383K 
 4: EX-10.B     Material Contract                                     13     50K 
 5: EX-10.C     Material Contract                                     10     37K 
 6: EX-10.D     Material Contract                                      8     31K 
 7: EX-10.E     Material Contract                                      9     33K 
 8: EX-10.F     Material Contract                                     11     31K 
 9: EX-10.G     Material Contract                                      5     21K 
10: EX-10.H     Material Contract                                      5     21K 
11: EX-10.I     Material Contract                                      5     21K 
12: EX-10.J     Material Contract                                     76    190K 
13: EX-10.K     Material Contract                                     53    151K 
14: EX-10.L     Material Contract                                      6     25K 
15: EX-10.M     Material Contract                                      2     10K 
16: EX-10.N     Material Contract                                      2     11K 
17: EX-10.O     Material Contract                                      7     23K 
18: EX-10.P     Material Contract                                     11     39K 
19: EX-10.Q     Material Contract                                     11     39K 
20: EX-10.R     Material Contract                                     11     40K 
21: EX-27       Financial Data Schedule (Pre-XBRL)                     2     10K 


EX-10.L   —   Material Contract

EX-10.L1st Page of 6TOCTopPreviousNextBottomJust 1st
 

EXHIBIT 10.l EXECUTION COPY FIRST AMENDMENT TO AMENDED AND RESTATED ASSIGNMENT OF MANAGEMENT AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED ASSIGNMENT OF MANAGEMENT AGREEMENT dated as of July 22, 1994 by and among MARRIOTT DIVERSIFIED AMERICAN HOTELS, L.P. ("Owner"), MARRIOTT INTERNATIONAL, INC., formerly known as Marriott Hotels, Inc. ("Operator"), and NATIONSBANK OF GEORGIA, NATIONAL ASSOCIATION, formerly known as The Citizens and Southern National Bank ("Lender"). WHEREAS, Owner and Lender entered into that certain Amended and Restated Loan Agreement dated as of June 30, 1993 (the "Loan Agreement"); WHEREAS, in connection with the Loan Agreement, Owner and Operator entered into that certain Amended and Restated Management Agreement dated as of June 30, 1993 (the "Management Agreement"); WHEREAS, in connection with the Loan Agreement and the Management Agreement, Owner, Operator and Lender entered into that certain Amended and Restated Assignment of Management Agreement dated as of June 30, 1993 (the "Assignment"); and WHEREAS, Owner, Operator and Lender desire to amend the Assignment to modify the terms thereof relating to deposits into and withdrawals from the FF&E Account to permit funding of the FF&E Account to be on a net basis, and for other purposes. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto do hereby agree as follows: Section 1. Specific Amendment to Assignment. The Assignment is amended -------------------------------- by deleting Section 5 thereof in its entirety and substituting in lieu thereof the following: "5. FF&E Account. Notwithstanding any provision of the ------------ Management Agreement to the contrary, including without limitation, any of the provisions of Section 7.02 thereof, the following terms shall apply with respect to the matters described: (a) Operator shall maintain all of the Hotels' FF&E Reserves in the FF&E Account (as defined in the Cash Collateral Agreement dated as of the date hereof between Owner and Lender (as amended, supplemented, restated or otherwise modified from time to time, the "Cash Collateral Agreement")). Even
EX-10.L2nd Page of 6TOC1stPreviousNextBottomJust 2nd
though the FF&E Account is a single account, Operator shall maintain books and records with respect to each Hotel's FF&E Reserve as if it were held in a separate escrow reserve account. Except for the purposes described below in the following subsection (b), any reference in the Management Agreement to a Hotel's particular FF&E Reserve shall be deemed to be a reference to the amount of the FF&E Account allocable to such Hotel as provided in such books and records. Owner and Operator shall not commingle funds on deposit in the FF&E Account with any other funds of Owner, Operator or any other person, and accordingly, neither Owner nor Operator shall deposit into the FF&E Account any funds other than funds to be deposited therein under Section 7.02 of the Management Agreement or funds which may be deposited therein as provided in the Cash Collateral Agreement. Any interest or other earnings on funds deposited into the FF&E Account shall be retained in the FF&E Account. Only Lender shall have authority to withdraw funds from the FF&E Account. Operator may request Lender to disburse funds on deposit in the FF&E Account in accordance with Section 5 of the Cash Collateral Agreement. The Lender shall make the amount of any such disbursement permitted under the Cash Collateral Agreement available to Operator within three Business Days of receipt by Lender of the appropriate request. If at any time under the Management Agreement or any other Loan Document, any funds on deposit in the FF&E Account are to be transferred to Owner (other than transfers to Owner to cover the costs of FF&E Replacements for Hotels), then, if no Event of Default shall be in existence, such funds shall instead be delivered to Lender to be held in trust for the benefit of the Hotels, but if an Event of Default shall be in existence, such funds shall instead be delivered to Lender for application to the Loan Obligations unless Lender is required to use such funds under Section 8 of the Cash Collateral Agreement to establish the account described therein. Operator agrees that it will use the funds on deposit in the FF&E Account only to cover the costs of FF&E Replacements for Hotels and for no other purposes. (b) For purposes of this Assignment and the Management Agreement, upon any sale, foreclosure or other transfer of any Hotel, the amount of the FF&E Account allocable to such Hotel shall be equal to (i) the balance of the FF&E Account allocable to such Hotel as of the date hereof as set forth in Schedule II attached hereto plus (ii) the amount of contributions to the FF&E Account made subsequent to the date hereof pursuant to Section 7.02 of the Management Agreement, as modified by Section 9 hereof minus (iii) the amount of expenditures made from the FF&E Account subsequent to the date hereof for such Hotel. (c) Any funds on deposit in the FF&E Account may be used to cover the cost of FF&E Replacements for any Hotel. (d) Operator shall state on each interim accounting described in Section 5.05A of the Management Agreement (i) the respective amounts required to be deposited by Operator into the FF&E Account with respect to each Hotel for - 2 -
EX-10.L3rd Page of 6TOC1stPreviousNextBottomJust 3rd
the preceding Accounting Period in accordance with Section 9 hereof or Section 7.02B of the Management Agreement, as applicable; (ii) the amount expended on FF&E Replacements with respect to each Hotel during such Accounting Period; and (iii) if for such Accounting Period, the sum of the amounts described in clause (i) exceeds the sum of the amounts described in clause (ii), that Operator has deposited into the FF&E Account the amount of such excess. (e) Provided Lender acts in accordance with Section 5 of this Agreement, each of Owner and Operator jointly and severally agrees to indemnify and hold Lender harmless. Each of Owner and Operator jointly and severally agrees to indemnify Lender from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Lender in any way relating to or arising out of withdrawals from the FF&E Account in the manner described in this Section, or any action taken or omitted by Lender in conformity with this Section (including, without limitation, reasonable attorney's fees). The effectiveness of this subsection (e) shall survive the termination of this Agreement." Section 2. Conditions Precedent. The effectiveness of this First -------------------- Amendment is subject to the condition precedent that Lender receive each of the following, in form and substance satisfactory to Lender. (a) A First Amendment to Cash Collateral Agreement dated as of the date hereof duly executed and delivered by Owner; and (b) Such other documents, instruments and agreements as Lender may reasonably request. Section 3. Representations of Owner. ------------------------ (a) Authorization. Owner represents to Lender that Owner has the ------------- right and power, and has taken all necessary action to authorize it, to execute and deliver this First Amendment and to perform the Assignment, as amended by this First Amendment, in accordance with its terms. This First Amendment has been duly executed and delivered by the duly authorized officers of Owner, and each of this First Amendment and the Assignment, as amended by this First Amendment, is a legal, valid and binding obligation of Owner enforceable against Owner in accordance with its terms. (b) Compliance with Laws. etc. Owner represents to Lender that the -------------------------- execution and delivery of this First Amendment, and the performance of the Assignment, as amended by this First Amendment, in accordance with its terms do not and will not, by the passage of time, the giving of notice or otherwise: (i) require the prior approval of any Governmental Authority or violate any provision of any constitution, statute, rule, regulation, ordinance or order of any Governmental Authority or any decree of any court, tribunal or arbitrator applicable to Owner; - 3 -
EX-10.L4th Page of 6TOC1stPreviousNextBottomJust 4th
(ii) conflict with, result in a breach of or constitute a default under the articles of incorporation or by-laws of Owner, or any indenture, agreement or other instrument to which Owner is a party or by which it or any of its properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by Owner other than in favor of Lender. Section 4. Representations of Operator. --------------------------- (a) Authorization. Operator represents to Lender that Operator has ------------- the right and power, and has taken all necessary action to authorize it, to execute and deliver this First Amendment and to perform the Assignment, as amended by this First Amendment, in accordance with its terms. This First Amendment has been duly executed and delivered by the duly authorized officers of Operator, and each of this First Amendment and the Assignment, as amended by this First Amendment, is a legal, valid and binding obligation of Operator enforceable against Operator in accordance with its terms. (b) Compliance with Laws. etc. Operator represents to Lender that ------------------------- the execution and delivery of this First Amendment, and the performance of the Assignment, as amended by this First Amendment, in accordance with its terms do not and will not, by the passage of time, the giving of notice or otherwise: (i) require the prior approval of any Governmental Authority or violate any provision of any constitution, statute, rule, regulation, ordinance or order of any Governmental Authority or any decree of any court, tribunal or arbitrator applicable to Operator; (ii) conflict with, result in a breach of or constitute a default under the articles of incorporation or by-laws of Operator, or any indenture, agreement or other instrument to which Operator is a party or by which it or any of its properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by Operator other than in favor of Lender. Section 5. References to the Assignment. Each reference to the ---------------------------- Assignment in any of the Loan Documents shall be deemed to be a reference to the Assignment, as amended by this First Amendment. Section 6. Expenses. Owner shall reimburse Lender upon demand for the -------- costs and expenses (including attorneys' fees) incurred by Lender in the preparation, negotiation and execution of this First Amendment and the other agreements and documents executed and delivered in connection herewith, in an amount not to exceed $2,000. Section 7. Benefits. This First Amendment shall be binding upon and -------- shall inure to the benefit of the parties hereto and their respective successors and assigns. Section 8. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, ------------- AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA. - 4 -
EX-10.L5th Page of 6TOC1stPreviousNextBottomJust 5th
Section 9. Effect. This First Amendment shall be effective as of the ------ date hereof This First Amendment shall not be construed to constitute a waiver of any Default or Event of Default occurring or in existence prior to the date hereof Except as expressly herein amended, the terms and conditions of the Assignment shall remain in full force and effect. Section 10. Counterparts. This First Amendment may be executed in any ------------ number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns. Section 11. Definitions. Capitalized terms not otherwise defined herein ----------- are used herein with the respective definitions given them in the Loan Agreement. [Signatures on Following Page] - 5 -
EX-10.LLast Page of 6TOC1stPreviousNextBottomJust 6th
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Amended and Restated Assignment of Management Agreement to be executed under seal by their duly authorized officers as of the date first above written. MARRIOTT DIVERSIFIED AMERICAN HOTELS, L.P. By: Marriott MDAH One Corporation, its General Partner By: /s/ C. G. Townsend ------------------------------------ Name: C. G. TOWNSEND ------------------------------- Title: VICE PRESIDENT ------------------------------ MARRIOTT INTERNATIONAL, INC. By: /s/ Randall L. Frazier --------------------------------------- Name: RANDALL L. FRAZIER ---------------------------------- Title: VICE PRESIDENT --------------------------------- NATIONSBANK OF GEORGIA, NATIONAL ASSOCIATION By: AMRESCO-INSTITUTIONAL INC., a Delaware corporation, its authorized agent By: /s/ James R. Bradley ------------------------------------ Name:-------------------------------- Title: Authorized Representative

Dates Referenced Herein

Referenced-On Page
This ‘10-12G’ Filing    Date First  Last      Other Filings
Filed on:6/12/98None on these Dates
7/22/941
6/30/931
 List all Filings 
Top
Filing Submission 0000928385-98-001229   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Fri., Mar. 29, 2:43:55.1am ET