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EXHIBIT 10.5
FIRST AMENDMENT TO MASTER AGREEMENT
THIS FIRST AMENDMENT TO MASTER AGREEMENT ("Amendment") is made
as of the 15th day of November, 1996 by and among CROSSROADS/FUTURE COMPANY,
L.L.C., a Delaware limited liability company ("New Lessee"), CROSSROADS/MEMPHIS
PARTNERSHIP, L.P., a Delaware limited partnership (the "Partnership"),
INTERSTATE HOTELS CORPORATION, a Pennsylvania corporation ("IHC"), EQUITY INNS
PARTNERSHIP, L.P., a Tennessee limited partnership ("EIP") and EQUITY INNS,
INC., a Tennessee corporation ("XXXX")
WITNESSETH:
WHEREAS, New Lessee, the Partnership, IHC, EIP and XXXX
entered into that certain Master Agreement, dated November 4, 1996 ("Master
Agreement"); and
WHEREAS, the parties wish to amend the Master Agreement in the
manner set forth in this Amendment;
NOW, THEREFORE, for valuable consideration, receipt of which
is hereby acknowledged, and intending to be legally bound, the parties hereto
agree as follows:
1. DEFINITIONS. Unless otherwise defined herein,
capitalized terms used in this Amendment have the definitions ascribed to them
in the Master Agreement.
2. EXHIBITS. (a) Exhibit A (Consolidated Lease Amendment)
to the Master Agreement is hereby deleted in its entirety and replaced with
Exhibit A attached to this Amendment.
(b) Exhibit F (IHC Guarantees) to the Master Agreement
is hereby deleted in its entirety and replaced with Exhibit F attached to this
Amendment (which shall include the Acknowledgment of Collateral Assignment of
Guaranty of Lease when requested by EIP).
3. CROSS-DEFAULT. (a) All of the Lessee's obligations
under the Leases shall be cross-defaulted. The phrase "but shall not be
cross-defaulted with the Consolidated Lease Amendment" is hereby deleted from
Section 1.5(e) of the Master Agreement.
(b) The parentheticals "(but without cross-default
provisions)" or "(without cross-default provisions)" are hereby deleted from
(i) the third sentence of Section 1.6(c) of the Master Agreement; (ii) Section
1.6(d) of the Master Agreement; and (iii) each of the seventh and eighth
sentences of Section 1.7(b) of the Master Agreement.
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4. CREDIT AGREEMENT THIRD AMENDMENT. With respect to the
Third Amendment to Credit Agreement and Other Credit Facility Documents dated as
of November 14, 1996 (the "Credit Amendment"), among EIP, Xxxxx Xxxxxx Mortgage
Capital Group, Inc. and the other "Co-Lenders" (as defined in the Credit
Agreement), IHC, New Lessee and the Partnership agree to execute and deliver,
and cause Interstate Hotels Company and their "Affiliates" (as defined in the
Master Agreement) to execute and deliver, when applicable to and required by the
appropriate party, all as required by the Credit Agreement, (a) in the event of
an assignment of the Lessee's interest under a Lease in accordance with the
terms thereof, (i) an assumption by such successor Lessee of the Lessee's
obligations under the Lease, (ii) a subordination, nondisturbance and attornment
agreement in the form attached as Exhibit S to the Credit Agreement and (iii)
lease guarantees in the form of the IHC Guarantees attached as Exhibit R-1 to
the Credit Agreement and Exhibit F to this Amendment, (b) a subordination,
nondisturbance and attornment agreement in the form of Exhibit S to the Credit
Agreement upon the entering into of an Additional Lease and (c) an
acknowledgement of collateral assignment of guaranty of lease in form attached
as Exhibit T to the Credit Amendment and Exhibit F to this Amendment to the
Credit Agreement and Exhibit F to this Amendment, upon the execution and
delivery of any future IHC Guarantees of any leases entered into under the
Master Agreement.
5. MISCELLANEOUS. (a) The date "November 13, 1996" set
forth in Section 1.10 of the Master Agreement is deleted and replaced with
"November 15, 1996."
(b) The word "not" is hereby added immediately before
the word "terminate" in Section 3.4(b) of the Master Agreement.
6. EFFECT OF AMENDMENT. Except as expressly modified
hereunder, the Master Agreement shall remain in full force and effect.
7. HEADINGS. The headings of the paragraphs herein are
included solely for convenience of reference and shall not control the meaning
of the interpretation of any provision of this Amendment.
8. MERGER. The Master Agreement, as amended by this
Amendment, contains the entire understanding between the parties hereto and
supersedes any prior or contemporaneous contracts, agreement, understandings
and/or negotiations, whether oral or written.
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IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the day and the year first above-written.
EQUITY INNS PARTNERSHIP, L.P.
By: EQUITY INNS TRUST,
general partner
By: /s/ Xxxxxxx X. XxXxxxx, Xx.
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Title: CEO
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CROSSROADS/MEMPHIS PARTNERSHIP, L.P.
By: CROSSROADS/MEMPHIS COMPANY, L.L.C.
its general partner
By: /s/ Xxxxx X. Xxxxxxxx
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Title: Vice President
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INTERSTATE HOTELS CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
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Title: Vice President
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EQUITY INNS, INC.
By: /s/ Xxxxxxx X. XxXxxxx, Xx.
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Title: CEO
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CROSSROADS FUTURE COMPANY, L.L.C.
By: /s/ Xxxxx X. Xxxxxxxx
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Title: Vice President
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