EXHIBIT 10.F.
FIRST AMENDED AND RESTATED LOAN AGREEMENT
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Orlando World Center Rooms Redo
This FIRST AMENDED AND RESTATED LOAN AGREEMENT ("Agreement") is executed
this 9th day of April, 1991, and made effective as of the 6th day of September,
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1990 (the "Original Effective Date") by and between MARRIOTT HOTEL PROPERTIES,
INC. a Delaware corporation ("Lender") and MARRIOTT HOTEL PROPERTIES LIMITED
PARTNERSHIP, a Delaware limited partnership (the "Partnership"), and amends and
restates that certain Loan Agreement between the parties hereto dated as of the
Original Effective Date (the "Original Agreement") in its entirety.
PRELIMINARY STATEMENT
The Partnership is organized pursuant to that certain Amended and Restated
Agreement of Limited Partnership dated as of November 27, 1985 among Lender, as
general partner, and Airline Foods, Inc., a Delaware corporation, as withdrawing
initial limited partner.
The Partnership is the owner of that certain hotel known as "Marriott's
Orlando World Center," which is located in Orlando, Florida (the "Hotel").
The Partnership and Marriott Hotels, Inc. (the "Management Company") are
parties to that certain Amended and Restated Management Agreement dated October
25, 1985, as amended from time to time (the "Management Agreement"), whereby the
Management Company provides management services for the Hotel.
The Partnership is also party to that certain Amended and Restated Mortgage
and Security Agreement dated as of June 16, 1987, (the "Mortgage") with The
Sanwa Bank Limited (the "Bank") whereby, among other things, indebtedness of the
Partnership to the Bank in the principal amount of $195,000,000 was secured
through a first mortgage lien on the Partnership's interest in the Hotel.
The Partnership is also party with the Bank to that certain Inducement
Agreement of even date with the Mortgage (the "Inducement Agreement") whereby,
among other things, the Partnership is permitted to incur without consent by
the Bank up to $30,000,000 of unsecured indebtedness as a result of loans to the
Partnership by any partner of the Partnership.
The Partnership agreed to fund a room renovation project for the Hotel to
begin in 1990 (the "Rooms Redo"), the cost of which was to be paid out of funds
in the "Repairs and Equipment Reserve," as that term is defined in the
Management Agreement. It has since become apparent that funds available in the
Repairs and Equipment Reserve (referred to hereinafter as the "Reserve") will
fall short of the Partnership's current expenses in undertaking the Rooms Redo
by as much as $11,000,000.
Lender has determined that it is in its best interest to advance funds to
the Partnership in amounts sufficient to allow the Partnership to meet its
current payment obligations on the
Rooms Redo while maintaining a balance in the Reserve that is sufficient, in the
judgment of the Management Company, to meet other existing or contingent
obligations for which the Reserve was established.
The Original Agreement was entered into for the purpose of evidencing the
obligation of Lender to make advances for the purposes set forth above and of
the Partnership to repay Lender the principal amount of any such advances, said
advances to accrue interest as hereafter provided. The Lender and the
Partnership now wish to make certain amendments to the Original Agreement, as
reflected herein, affecting, among other things, the obligations of the
Partnership to repay advances and the calculation of interest on such advances.
The mutual obligations hereunder, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, shall provide
consideration to the amendment of the Original Agreement as embodied hereunder.
NOW, THEREFORE, the parties hereby amend and restate the Original Agreement
as follows:
AGREEMENT
1. Obligation to Make Advances.
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(a) Lender agrees to advance to the Partnership or on behalf of the
Partnership up to $11,000,000 (plus additional deemed principal advances in
accordance with Section 3(a) hereof) to fund the Partnership's current
obligations under the Rooms Redo. Advances shall be made hereunder at such times
and in such amounts as the Management Company, in its reasonable judgment,
determines are necessary in order to meet the Partnership's then current
obligations to make payments for the Rooms Redo (the "Payment Obligations")
while maintaining a balance in the Reserve that is sufficient to meet other
obligations which the Partnership may be required to fund out of the Reserve
pursuant to the Management Agreement.
(b) Lender's obligation to advance funds to the Partnership pursuant to
this Section 1 is not revolving in nature. Accordingly, Lender's outstanding
obligation to advance funds pursuant to Section 1(a) shall be reduced by the
amount of any advances already made thereunder but shall not be increased by any
repayments made pursuant to Section 3 hereof.
(c) Lender's obligation to advance funds pursuant to this Section 1 shall
terminate (the "Termination Date") upon the earlier of (i) June 1, 1991, (ii)
sixty (60) days after the completion of the Rooms Redo, or (iii) the date upon
which the entire amount available under Section 1(a) has been advanced to the
Partnership.
2. Advances Constitute Indebtedness.
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(a) Any advances by Lender to the Partnership or on behalf of the
Partnership under Section 1 hereof shall constitute indebtedness owing to Lender
by the Partnership. Such
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indebtedness shall accrue interest daily at a rate equal to (i) the Prime Rate,
as defined below, or (ii) if any payment required hereunder has not been paid
within sixty (60) days after the date on which such payment is due hereunder and
for so long as such payment remains unpaid, the Default Rate, as defined below.
The "Prime Rate" shall be equal to the prime rate of interest announced by
Bankers Trust Company, New York, New York, charged to its best commercial
customers on the Original Effective Date, as redetermined on the first day of
each of the Lender's four week accounting periods. The "Default Rate" shall be
equal to the Prime Rate plus two percent (2%).
(b) Except as otherwise provided in Sections 3 and 5 of this Agreement,
such indebtedness and any accrued interest thereon shall mature and be due and
payable as follows: (i) all accrued and unpaid interest through the last day of
each of the Lender's thirteen annual four week accounting periods (each, a
"Period End") shall be due and payable upon such Period End, and (ii) all
remaining indebtedness and interest thereon shall mature and be due and payable
on June 1, 1996 (the "Maturity Date"). At the request of Lender, the Partnership
will execute and deliver one or more promissory notes to further evidence any
indebtedness owing to Lender under this Section 2. Any such promissory note
shall be in substantially the form of Exhibit A hereto.
3. Repayment of Advances.
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(a) Prior to July 12, 1991 (the "Initial Payment Date"), interest on
advances under Section 1 hereof shall accrue and become due on each Period End,
and such accrued interest as of each such Period End shall be automatically
converted from interest to principal on such Period End, and the amount so
accrued shall thereafter be deemed for all purposes hereunder to be an
additional principal advance (all such deemed advances, collectively, the
"Additional Principal") as if made on such Period End pursuant to Section 1
hereof.
(b) From and after the Initial Payment Date (which date is a Period End),
and until the earlier of the Maturity Date or the date on which all principal
and accrued interest on advances under Section 1 have been repaid in full, the
Partnership shall, subject to the provisions of Section 3(c) hereof, make
payments to the Lender on each Period End in an amount (the "Minimum Payment")
equal to the greater of (i) the Payment Amount, as defined below, or (ii) the
amount of all accrued but unpaid interest hereunder on said date. For purposes
of this Agreement, the "Payment Amount" is amount of each installment which
would be required to fully amortize a hypothetical fixed interest rate loan with
the following terms:
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Interest Rate The Prime Rate in effect on the
Termination Date
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Initial Principal Balance The outstanding principal balance
of the Loan on the Termination
Date, plus, without duplication,
all of the Additional Principal
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Payments Fifty-two (52) equal installments
due on each Period End beginning on
the Initial Payment Date
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Upon the occurrence of the Termination Date, the Lender shall determine the
Payment Amount in accordance with the terms hereof, and, absent manifest error,
such determination shall be conclusive for all purposes hereunder. All payments
made pursuant to this Section 3(b) hereof shall be applied first to reduce
accrued but unpaid interest hereunder, with the balance, if any, applied to
repayment of principal. Because the Loan is subject to a variable rate of
interest, the actual number of Minimum Payments required of the Partnership
under this Section 3(b) may be more or less than the fifty-two (52) payments
that would be required under the hypothetical loan described above.
(c) Notwithstanding the provisions of Section 3(b) hereof, the Partnership
may, at any time that a Minimum Payment would otherwise be due under Section
3(b), either omit a payment or pay less than the Minimum Payment under Section
3(b) if all of the following conditions are met: (i) the Partnership has made
one or more optional prepayments under Section 5 hereof, (ii) the aggregate
dollar amount of all such optional prepayments (the "Prepayment Amount") equals
or exceeds the amount by which such Minimum Payment is to be reduced, and (iii)
Management Company, in its reasonable judgment, determines that payment of the
Minimum Payment could leave insufficient funds in the Reserve to meet the
purposes for which the Reserve is maintained. For purposes of the calculation
made in clause (ii) above, the Prepayment Amount shall be reduced by the amount
of all prior omissions of or reductions in Minimum Payments that the Partnership
has taken advantage of pursuant to this Section 3(c).
(d) The unpaid principal balance of all advances under Section 1 hereof
together with interest thereon, shall be due and payable, to the extent not
sooner paid pursuant to sections 3(a) and 3(b) hereof, on the Maturity date in
accordance with Section 2 hereof.
4. Subordination.
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To the extent, if any, required by the Mortgage, the Loan Agreement (as
defined therein), or the other Loan Documents (as defined in the Loan
Agreement), payment of any indebtedness owing to Lender pursuant to Section 2 or
Section 3 of this Agreement shall be subject and subordinate to payment of debt
service under the Mortgage.
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5. Optional Prepayment.
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The Partnership may, at any time prior to the Maturity Date, repay in full
all indebtedness owing hereunder plus all accrued interest thereon at any time
without penalty or premium of any kind. The Partnership may also repay such
indebtedness and interest in any part without penalty or premium of any kind on
any day on which a payment is due pursuant to Section 3 hereof. Any partial
prepayment made on any other date shall not be given effect hereunder until the
next succeeding date upon which a payment would be due pursuant to Section 3
hereof.
6. Compliance with Payment Obligations.
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The Partnership agrees to use any funds advanced by Lender under this
Agreement to make prompt payment of the Payment Obligations.
7. Exculpation.
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No Partner shall have any personal liability with respect to the
indebtedness owing to Lender hereunder. Lender agrees to look solely to the
assets of the Partnership as the sole source of repayment hereunder.
8. Default.
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In the event the Partnership is in default of any of its obligations
hereunder, unless such default is cured within thirty (30) days after written
notice thereof or within such longer period as may reasonably be required to
effect a cure in the case of a non-monetary default, or in the event the
Partnership defaults on its obligations under the Mortgage, in consequence of
which the maturity of any indebtedness thereunder is accelerated, Lender shall,
in any of such events, have the right (but not the obligation) to accelerate the
maturity of any indebtedness owing to it hereunder and upon such acceleration
the indebtedness hereunder shall be immediately due and payable.
9. Governing Law.
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This Agreement shall be governed by and construed under the laws of the
State of Maryland, without regard to principles of conflicts of laws thereof
which might refer such interpretations to the laws of another jurisdiction.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first set forth above, to be made effective as of the Original
Effective Date.
MARRIOTT HOTEL PROPERTIES INC, a
Delaware corporation
By: XXXXXX
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Vice President
MARRIOTT HOTEL PROPERTIES LIMITED
PARTNERSHIP, a Delaware limited partnership
By: MARRIOTT HOTEL PROPERTIES,
INC., a Delaware Corporation, general
partner
By: XXXXXX
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Vice President
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