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EXHIBIT 10.73
CANYON RANCH-LENOX
SECOND AMENDMENT TO LEASE AGREEMENT
This SECOND AMENDMENT TO LEASE AGREEMENT (this "Amendment") is made and
entered into effective as of the first day of April, 1999, between WINE COUNTRY
HOTEL, LLC, a Delaware limited liability company, d/b/a VINTAGE RESORTS, LLC
("Lessee") and CRESCENT REAL ESTATE FUNDING VI, L.P, a Delaware limited
partnership ("Lessor").
RECITALS:
WHEREAS, Canyon Ranch-Bellefontaine Associates, L.P., a Delaware
limited partnership ("Canyon Ranch") and Lessee entered into that certain Lease
Agreement dated as of December 11, 1996 (the "Original Lease") pursuant to which
Lessee leased from Canyon Ranch a resort facility and related assets located in
Berkshire County, Massachusetts, and known as the "Canyon Ranch-Lenox"
(hereinafter called the "Leased Property"); and
WHEREAS, pursuant to that certain Assignment and Assumption of Master
Lease dated as of December 11, 1996, all of Canyon Ranch's interest and estate
as lessor under the Lease was assigned to Lessor, who thereupon assumed all of
Canyon Ranch's liabilities and obligations under the Lease; and
WHEREAS, Lessor and Lessee amended the Original Lease pursuant to the
terms of that certain First Amendment to Lease Agreement dated as of December
31, 1998 (the Original Lease, as so amended, herein called the "Lease"); and
WHEREAS, Lessor has made additional capital investment in the Leased
Property and Lessor and Lessee have agreed to amend the Lease to increase the
amount of rental payable thereunder in consideration of such capital investment
made by Lessor.
AGREEMENT:
NOW THEREFORE, for and in consideration of the sum of Ten and No/100
Dollars ($10.00) and other good and valuable consideration, the receipt and
legal sufficiency of which are hereby acknowledged by the parties hereto, the
parties hereby agree as follows:
1. Definitions. Capitalized terms used but not defined herein shall
have the meanings assigned to them in the Lease.
2. Amendment to Lease. Section 4.1 of the Lease is modified to increase
the Base Rent, effective as of January 1, 1999, by the additional amount of
$100,000.00 per year during the Term. Accordingly, the Base Rent payable under
the Lease on a monthly basis, effective as of January 1, 1999, is $283,333.33
per month.
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3. Modification Supersedes. Except as modified hereby, the Lease
remains in full force and effect, with no other modifications thereto. If there
arises by virtue of this Amendment any conflict between any provision of this
Amendment and any provision of the Lease, the provisions hereof shall supersede
any such conflicting provision of the Lease, but only to the extent of such
conflict, and all of the provisions of the Lease are hereby modified as
necessary so as to be consistent with the terms of this Amendment.
4. Successors and Assigns. This Amendment shall be binding upon and
shall inure to the benefit of Lessor and Lessee and their respective successors
and permitted assigns.
5. Multiple Counterparts. This Amendment may be executed in multiple
counterparts, each of which is to be deemed an original for all purposes, and in
making proof of this Amendment it shall not be necessary to produce more than
one (1) counterpart hereof. A facsimile or similar transmission of a counterpart
signed by a party hereto will be regarded as signed by such party for purposes
hereof.
6. Captions. The captions, headings and arrangements used in this
Amendment are for convenience only and do not in any way affect, limit, amplify
or otherwise modify the terms and provisions hereof.
7. Representations of Lessee. Lessee represents and warrants to Lessor
that (i) Lessee is the sole legal and beneficial owner of the leasehold estate
under the Lease and (ii) Lessee has the full power and authority to enter into
this Amendment without the joinder or consent of any other party.
8. Representations of Lessor. Lessor represents and warrants to Lessee
that Lessor has the full power and authority to enter into this Amendment.
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IN WITNESS WHEREOF, the parties have duly executed this Amendment to be
effective as of the day and year first above written.
LESSOR:
CRESCENT REAL ESTATE FUNDING VI, L.P., a
Delaware limited partnership
By: CRE Management VI Corp., a Delaware
corporation, General Partner
By:
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Name:
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Title:
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LESSEE:
WINE COUNTRY HOTEL, LLC, a Delaware
limited liability company, d/b/a VINTAGE
RESORTS, LLC
By:
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Name:
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Title:
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CONSENT OF GUARANTOR
The undersigned, as the guarantor of the obligations of the Lessee
under the Lease Agreement (as amended by the Second Amendment to Lease Agreement
(the "AMENDMENT") to which this Consent is attached) pursuant to that certain
Master Guaranty dated as of December 31, 1998 (the "Guaranty"), (a) acknowledges
and consents to the terms of the Amendment, (b) agrees that the execution and
delivery of the Amendment and any other documents in connection therewith will
in no way change or modify the undersigned's obligations under the Guaranty and
(c) acknowledges and confirms that the Guaranty is in full force and effect and
there are no claims, counterclaims, offsets or defenses to the Guaranty.
EXECUTED effective as of the 1st day of April, 1999.
CRESCENT OPERATING, INC., a Delaware
corporation
By:
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Name:
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Title:
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