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Full Doc	2002	Innkeepers USA Trust Announces First Quarter Earnings Innkeepers USA Trust Announces First Quarter Earnings (33K) Doc #269090: This document is immediately available for purchase, but does not have a preview available for viewing. {DOCUMENT} {TYPE}EX-99.1 {SEQUENCE}7 {FILENAME}dex991.txt {DESCRIPTION}PRESS RELEASE {TEXT} {PAGE} EXHIBIT 99.1 Innkeepers USA Trust Announces First Quarter Earnings PALM BEACH, Fla.--(BUSINESS WIRE)--May 6, 2002--Innkeepers USA Trust (NYSE: KPA - news), a hotel real estate investment trust (REIT) and the nation's leading REIT owner of upscale, extended-stay hotel properties throughout the U.S., today announced results for the first quarter ended March 31, 2002. Funds from operations (FFO) for the 2002 first quarter declined 41 percent to $12.4 million from $21.0 million for the same period in 2001. FFO per share fell 40 percent to $0.27 per share, compared to $0.45 for the first quarter of 2001. EBITDA declined to $17.5 million from $26.1 million in the first quarter of 2001, a decrease of 33 percent. Total revenue decreased to $16.4 million, down 2 percent from $16.7 million for the first quarter of 2001. Net loss was $4.0 million, or $(0.19) per diluted share, compared to a net loss of $3.5 million, or $(0.18) per diluted share, for the first quarter of 2001. Operating Results The lower results were attributable to the lingering effects of a sluggish economy and a dramatic decline in business travel, particularly in "fly-to" markets, where the company's hotels are heavily concentrated. The decrease in FFO resulted from a 22 percent decline in revenue per available room (RevPAR) from $84.90 to $65.96 for the company's 67 hotels. Occupancy declined 8 percent to 68 percent, and average daily rate (ADR) decreased 16 percent to $96.46. The RevPAR decrease for the first quarter reflects a 41 percent decline in RevPAR at the company's eight Silicon Valley, California, properties. These Silicon Valley hotels account for 22 percent of the company's percentage lease revenues for the 12 months ended March 31, 2002. Excluding Silicon Valley, Innkeepers' portfolio reported an average RevPAR decrease of 16 percent for the 2002 first quarter. "The 22 percent decline in RevPAR for the first quarter was consistent with the first quarter guidance we provided in January 2002," said Jeffrey H. Fisher, Innkeepers chief executive officer and president. "At that time, we projected RevPAR would be down 21 percent in the first quarter, down 6 percent in the second, positive 3 percent in the third, and up 8 percent in the fourth quarter, for a total 2002 RevPAR decrease of 5 percent and FFO per share of $1.26. "On a sequential basis, our monthly RevPAR declines have improved from January through the end of March 2002. In April, RevPAR declined approximately 10 percent, which is worse than the April assumption included in our second quarter projection. On a positive note, based on prior year comparables for Silicon Valley, occupancy levels improved to 81 percent in April, albeit at a significantly lower ADR, and occupancy at our 67 hotels improved to 76 percent. We continue to be adversely impacted in our fly-to {PAGE} markets, including Atlanta, Boston, Chicago, Dallas, Denver, Detroit, Hartford, Los Angeles, Seattle, Silicon Valley, and Washington, D.C., which, in total, account for 70 percent of the company's percentage lease revenues for the 12 months ending March 31, 2002. "I'm hopeful that there will be a turnaround in the second half that will exert a positive impact on business travel and our `fly to' markets. With business transient demand still at relatively low levels, our operators have refocused their sales initiatives and marketing strategies on a different customer mix, e.g., the government sector and local events." Earnings Guidance "Based on April RevPAR results, we have revised our second quarter RevPAR guidance from down 6 percent to negative 11 percent. We also feel it is prudent to provide a range for our FFO per share guidance. Our revised FFO per share guidance range is $1.12 to $1.21 for 2002, based on a full-year RevPAR decline range of 7 percent to 9 percent," Fisher said. FFO Per Share and RevPAR Ranges for 2002 FFO/Share 1st quarter $0.27 (actual) 2nd quarter $0.30 3rd quarter $0.33 to $0.37 4th quarter $0.22 to $0.27 Full year $1.12 to $1.21 RevPAR 1st quarter -22% (actual) 2nd quarter -11% 3rd quarter -2% to 3% 4th quarter 1% to 8% Full year -9% to -7% 2 {PAGE} "Our assumptions for 2002 do not include the effects of any additional sales, acquisitions or development of new hotels, capital transactions or any other transactions that may occur in conjunction with the REIT Modernization Act, or otherwise," Fisher said. "Once again, the strength of the Residence Inn brand, which accounts for two-thirds of our hotels, enabled us to post better-than-industry occupancy levels at those properties in the first quarter. Our 45 Residence Inn by Marriott hotels achieved 70 percent occupancy for the first quarter." Dividend Update The company paid a $0.08 common share dividend for the first quarter and a regular dividend of $0.53906 per Series A cumulative convertible preferred share. "In January, we estimated our common share dividend for 2002 would be between $0.50 and $0.60, based on FFO per share of $1.26. We are adjusting our estimated 2002 common share from $0.40 to $0.50, based on our revised FFO per share guidance of $1.12 to $1.21. Common share dividend amounts will be decided each quarter based on our actual results of operations, economic conditions, capital expenditure requirements and minimum dividend payout requirement." Balance Sheet David Bulger, Innkeepers' chief financial officer, treasurer and executive vice president, noted that the company continues to maintain a strong capital structure with among the lowest levered balance sheets and best debt coverage ratios in the industry. "Our earnings before interest, taxes, depreciation and amortization (EBITDA)-to-interest expense coverage ratio and EBITDA-to-fixed charge coverage ratio are 4.5 times and 2.1 times, respectively. Our debt-to-investment in hotels at cost ratio is 30 percent at March 31, 2002, and our weighted average interest rate on our total debt is 7.2 percent. Approximately 88 percent of our total debt is at fixed rates, with 87 percent of our total debt due in 2005 and beyond. "Effective March 31, 2002, we amended our unsecured line of credit and relaxed various covenants pertaining to the year 2002. This amendment is effective until the end of the year and will enable the company to possess full borrowing capacity under the line of credit, assuming borrowing proceeds are used for acquisitions. The company may again have to amend the line of credit and relax various covenants for 2003." Capital Expenditures Bulger added that the company will continue to invest in its properties to ensure their competitive condition. "In 2002, we are committed to spending $20 269090	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Innkeepers USA Trust Announces First Quarter Earnings: Marriott International, Inc – ended March 31, % 2002 2001 Inc (dec) {S} {C} Occupancy 66.06% 71.37% -7.44% RevPAR $ 61.84 $ 75.48 -18.07% Marriott International, Inc . (8) Average Daily Rate $100.63 $127.38 -21.00% Occupancy 69.61% 77.90% -10.64% RevPAR $ 70.05 $ 99.23 - _____________ dt 275996 ; Innkeepers USA Innkeepers USA Trust ( Real Estate ) As referenced in this Innkeepers USA Trust Announces First Quarter Earnings: Innkeepers USA Trust – {DOCUMENT} {TYPE}EX-99.1 {SEQUENCE}7 {FILENAME}dex991.txt {DESCRIPTION}PRESS RELEASE {TEXT} {PAGE} EXHIBIT 99.1 Innkeepers USA Trust Announces First Quarter Earnings PALM BEACH, Fla.--(BUSINESS WIRE)--May 6, 2002--Innkeepers USA Trust (NYSE: KPA - news), a hotel real estate investment _____________ -Innkeepers USA Trust – DESCRIPTION}PRESS RELEASE {TEXT} {PAGE} EXHIBIT 99.1 Innkeepers USA Trust Announces First Quarter Earnings PALM BEACH, Fla.--(BUSINESS WIRE)--May 6, 2002--Innkeepers USA Trust (NYSE: KPA - news), a hotel real estate investment trust (REIT) and the nation's leading REIT owner of upscale, extended-stay hotel _____________ Innkeepers USA Trust – construction in Saddle River, N.J., is on target to open in September for a total estimated cost of $25 million," Bulger said. Innkeepers USA Trust is a hotel real estate investment trust (REIT) and the nation's leading REIT owner of upscale, extended-stay hotel properties throughout the _____________ Innkeepers USA Trust, – or developing Residence Inns and other upscale extended-stay hotels and the rebranding and repositioning of other hotel properties. For more information about Innkeepers USA Trust, visit the company's web site at www.innkeepersusa.com. To listen to a webcast of the company's first quarter conference _____________ INNKEEPERS USA TRUST – or that any deviations will not be material. We are not obligated, and may not, update forward-looking statements to reflect future circumstances. INNKEEPERS USA TRUST CONSOLIDATED STATEMENTS OF INCOME (in thousands, except share and per share data) Three Months Ended March 31, 2002 2001 Revenue: Percentage lease _____________ dt 176942 ;	Wyndham Wyndham International, Inc. ( Hotels & Motels ) As referenced in this Innkeepers USA Trust Announces First Quarter Earnings: Wyndham International, Inc – Average Daily Rate $100.63 $127.38 -21.00% Occupancy 69.61% 77.90% -10.64% RevPAR $ 70.05 $ 99.23 -29.41 Wyndham International, Inc . (9) Average Daily Rate $100.25 $122.12 -17.91% Occupancy 79.76% 82.44% -3.25% RevPAR $ 79.96 $100.67 - _____________ dt 305922
Full Doc	2003	Host Marriott Reports Results of Operations for Third Quarter 2003 Host Marriott Reports Results of Operations for Third Quarter 2003 (63K) Doc #268485: This document is immediately available for purchase, but does not have a preview available for viewing. HOST MARRIOTT REPORTS RESULTS OF OPERATIONS FOR THIRD QUARTER 2003 BETHESDA, MD; October 15, 2003 ? Host Marriott Corporation (NYSE: HMT), the nation?s largest lodging real estate investment trust (REIT), today announced results of operations for the third quarter of 2003. Third quarter results include the following: ? Total revenue was $760 million and $2,422 million, respectively, for the third quarter and year-to-date 2003 as compared to $777 million and $2,463 million, respectively, for the same periods of 2002. . . . 268485	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Host Marriott Reports Results of Operations for Third Quarter 2003: Marriott International, Inc – in our statement of operations are based on results reported to us by our hotel managers. These hotel managers use different reporting periods. Marriott International, Inc ., the manager of the majority of our properties, uses a year ending on the Friday closest to December 31 and reports twelve _____________ dt 275958 ; Host Marriott Host Marriott Corp. ( Real Estate ) As referenced in this Host Marriott Reports Results of Operations for Third Quarter 2003: Host Marriott Corp – dex991.htm EXHIBIT 99.1 Exhibit 99.1 HOST MARRIOTT REPORTS RESULTS OF OPERATIONS FOR THIRD QUARTER 2003 BETHESDA, MD; October 15, 2003 Host Marriott Corp oration (NYSE: HMT), the nations largest lodging real estate investment trust (REIT), today announced results of operations for the third quarter of 2003. _____________ HOST MARRIOTT CORP – Ritz-Carlton, Hyatt, Four Seasons and Hilton. For further information, please visit the Companys website at www.hostmarriott.com. * Tables to Follow* 3 HOST MARRIOTT CORP ORATION Index Page No. Introductory Notes to Financial Information 5 Consolidated Balance Sheets September 12, 2003 and December 31, 2002 9 Consolidated Statements _____________ HOST MARRIOTT CORP – Share for Full Year 2003 Forecasts 22 Reconciliation of Net Loss to EBITDA and Adjusted EBITDA for Full Year 2003 Forecasts 24 4 HOST MARRIOTT CORP ORATION Introductory Notes to Financial Information The Company Host Marriott Corporation, herein referred to as we or Host Marriott, is primarily the owner _____________ Host Marriott Corp – Loss to EBITDA and Adjusted EBITDA for Full Year 2003 Forecasts 24 4 HOST MARRIOTT CORPORATION Introductory Notes to Financial Information The Company Host Marriott Corp oration, herein referred to as we or Host Marriott, is primarily the owner of hotel properties. We operate as a self-managed and _____________ HOST MARRIOTT CORP – value of the company as a whole. We adjust EBITDA for the following items and refer to this measure as Adjusted EBITDA: 5 HOST MARRIOTT CORP ORATION Introductory Notes to Financial Information Gains and Losses on Dispositions and Related Debt Extinguishments We exclude the effect of the gains and _____________ dt 176371 ;	Host Marriott Host Marriott, LP ( Hotels & Motels ) As referenced in this Host Marriott Reports Results of Operations for Third Quarter 2003: Host Marriott, L.P. – managed and self-administered real estate investment trust, or REIT. We conduct our operations as an umbrella partnership REIT through an operating partnership, Host Marriott, L.P. , or Host LP, of which we are the sole general partner. For each share of our common stock, Host LP has issued _____________ Host Marriott, L.P. – and accrued expenses 148 118 Minority interest liability (b) 112 Other liabilities 184 252 Total liabilities 6,025 6,008 Minority interests of Host Marriott, L.P. 111 131 Interest of minority partners of other consolidated partnerships (b) 2 92 Company-obligated mandatorily redeemable convertible preferred securities of a _____________ dt 188949
Full Doc	2003	Host Marriott Reports Results of Operations for Second Quarter 2003 Host Marriott Reports Results of Operations for Second Quarter 2003 (72K) Doc #268494: This document is immediately available for purchase, but does not have a preview available for viewing. HOST MARRIOTT REPORTS RESULTS OF OPERATIONS FOR SECOND QUARTER 2003 BETHESDA, MD; July 23, 2003 ? Host Marriott Corporation (NYSE: HMT), the nation?s largest lodging real estate investment trust (REIT), today announced results of operations for the second quarter of 2003. The second quarter results reflect a difficult operating environment due to the effects of the war in Iraq, the outbreak of severe acute respiratory syndrome (SARS), and the generally weak economy, that has resulted in reduced group and business travel. Second quarter results include the following: . . . 268494	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Host Marriott Reports Results of Operations for Second Quarter 2003: Marriott International, Inc – laws to report results on a calendar year ended December 31. However, our quarterly results reflect the reporting cycle that is used by Marriott International, Inc ., the manager of the majority of our properties, whose year ends on the Friday closest to December 31 and which reflect twelve _____________ dt 275960 ; Host Marriott Host Marriott Corp. ( Real Estate ) As referenced in this Host Marriott Reports Results of Operations for Second Quarter 2003: Host Marriott Corp – 3 dex991.htm EARNINGS RELEASE FOR SECOND QUARTER HOST MARRIOTT REPORTS RESULTS OF OPERATIONS FOR SECOND QUARTER 2003 BETHESDA, MD; July 23, 2003 Host Marriott Corp oration (NYSE: HMT), the nations largest lodging real estate investment trust (REIT), today announced results of operations for the second quarter of 2003. _____________ HOST MARRIOTT CORP – Carlton, Hyatt, Four Seasons, Swisstel and Hilton. For further information, please visit the Companys website at www.hostmarriott.com. * Tables to Follow* 3 HOST MARRIOTT CORP ORATION Index Page No. Introductory Notes to Financial Information 5 Consolidated Balance Sheets June 20, 2003 and December 31, 2002 8 Consolidated Statements _____________ HOST MARRIOTT CORP – and First Quarter 2003 26 Reconciliation of EBITDA and Adjusted EBITDA to Previously Reported EBITDA for 2002 and First Quarter 2003 29 4 HOST MARRIOTT CORP ORATION Introductory Notes to Financial Information The Company Host Marriott Corporation, herein referred to as we or Host Marriott, is primarily the owner _____________ Host Marriott Corp – EBITDA to Previously Reported EBITDA for 2002 and First Quarter 2003 29 4 HOST MARRIOTT CORPORATION Introductory Notes to Financial Information The Company Host Marriott Corp oration, herein referred to as we or Host Marriott, is primarily the owner of hotel properties. We operate as a self-managed and _____________ HOST MARRIOTT CORP – value of acquisitions and dispositions and, like FFO per diluted share, it is widely used by management in the annual budget process. 5 HOST MARRIOTT CORP ORATION Introductory Notes to Financial Information Adjusted EBITDA Management has historically adjusted EBITDA when evaluating our performance because we believe that the exclusion _____________ dt 176379 ;	Host Marriott Host Marriott, LP ( Hotels & Motels ) As referenced in this Host Marriott Reports Results of Operations for Second Quarter 2003: Host Marriott, L.P. – managed and self-administered real estate investment trust, or REIT. We conduct our operations as an umbrella partnership REIT through an operating partnership, Host Marriott, L.P. , or Host LP, of which we are the sole general partner. For each share of our common stock, Host LP has issued _____________ dt 188953
Full Doc	2004	Host Marriott Reports Results of Operations for Second Quarter 2004 Host Marriott Reports Results of Operations for Second Quarter 2004 (67K) Doc #268434: This document is immediately available for purchase, but does not have a preview available for viewing. Table of Contents HOST MARRIOTT REPORTS RESULTS OF OPERATIONS FOR SECOND QUARTER 2004 BETHESDA, MD; July 21, 2004 ? Host Marriott Corporation (NYSE: HMT), the nation?s largest lodging real estate investment trust (REIT), today announced results of operations for the second quarter of 2004. Second quarter results include the following: ? Total revenue was $927 million and $1,730 million for the second quarter and year-to-date 2004, respectively, compared to $828 million and $1,597 million for the second quarter and year-to-date 2003, respectively. . . . 268434	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Host Marriott Reports Results of Operations for Second Quarter 2004: Marriott International, Inc – we report are based on results of our hotels reported to us by our hotel managers. Our hotel managers use different reporting periods. Marriott International, Inc ., the manager of the majority of our properties, uses a fiscal year ending on the Friday closest to December 31 and reports _____________ dt 275948 ; Host Marriott Host Marriott Corp. ( Real Estate ) As referenced in this Host Marriott Reports Results of Operations for Second Quarter 2004: Host Marriott Corp – dex991.htm EXHIBIT 99.1 Table of Contents HOST MARRIOTT REPORTS RESULTS OF OPERATIONS FOR SECOND QUARTER 2004 BETHESDA, MD; July 21, 2004 Host Marriott Corp oration (NYSE: HMT), the nations largest lodging real estate investment trust (REIT), today announced results of operations for the second quarter of 2004. _____________ HOST MARRIOTT CORP – forward-looking statement to conform the statement to actual results or changes in the Companys expectations. *Tables to Follow* 4 Table of Contents HOST MARRIOTT CORP ORATION INDEX Page No. Introductory Notes to Financial Information 6 Consolidated Balance Sheets June 18, 2004 and December 31, 2003 11 Consolidated Statements _____________ HOST MARRIOTT CORP – Year 2004 Forecasts 24 Reconciliation of Net Loss to EBITDA and Adjusted EBITDA for Full Year 2004 Forecasts 25 5 Table of Contents HOST MARRIOTT CORP ORATION Introductory Notes to Financial Information The Company Host Marriott Corporation, herein referred to as we or Host Marriott, is a self-managed _____________ Host Marriott Corp – and Adjusted EBITDA for Full Year 2004 Forecasts 25 5 Table of Contents HOST MARRIOTT CORPORATION Introductory Notes to Financial Information The Company Host Marriott Corp oration, herein referred to as we or Host Marriott, is a self-managed and self-administered real estate investment trust (REIT) that owns _____________ HOST MARRIOTT CORP – 1, 2003 to May 31, 2003 for operations of all other hotels which report results on a monthly basis. 6 Table of Contents HOST MARRIOTT CORP ORATION Introductory Notes to Financial Information Hotel results for year-to-date 2004 reflect 24 weeks for the period from January 3, 2004 _____________ dt 176321 ;	Host Marriott Host Marriott, LP ( Hotels & Motels ) As referenced in this Host Marriott Reports Results of Operations for Second Quarter 2004: Host Marriott, L.P. – real estate investment trust (REIT) that owns primarily hotel properties. We conduct our operations as an umbrella partnership REIT through an operating partnership, Host Marriott, L.P. , or Host LP, of which we are the sole general partner. For each share of our common stock, Host LP has issued _____________ Host Marriott L.P. – 108 Liabilities associated with assets held for sale 2 Other 161 166 Total liabilities 5,823 5,762 Interest of minority partners of Host Marriott L.P. 133 130 Interest of minority partners of other consolidated partnerships 88 89 Company-obligated mandatorily redeemable convertible preferred securities of a subsidiary _____________ dt 188923
Full Doc	2004	Host Marriott Reports Results of Operations for First Quarter 2004 and Announces the Acquisition of the Embassy Suites Chicago Downtown-Lakefront Hotel Host Marriott Reports Results of Operations for First Quarter 2004 and Announces the Acquisition of the Embassy Suites Chicago Downtown-Lakefront Hotel (58K) Doc #268457: This document is immediately available for purchase, but does not have a preview available for viewing. HOST MARRIOTT REPORTS RESULTS OF OPERATIONS FOR FIRST QUARTER 2004 AND ANNOUNCES THE ACQUISITION OF THE EMBASSY SUITES CHICAGO DOWNTOWN-LAKEFRONT HOTEL BETHESDA, MD; April 28, 2004 ? Host Marriott Corporation (NYSE: HMT), the nation?s largest lodging real estate investment trust (REIT), today announced results of operations for the first quarter of 2004. First quarter results include the following: ? Revenues increased $34 million, or 4%, to $809 million in the first quarter of 2004 compared to $775 million for the first quarter of 2003. . . . 268457	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Host Marriott Reports Results of Operations for First Quarter 2004 and Announces the Acquisition of the Embassy Suites Chicago Downtown-Lakefront Hotel: Marriott International, Inc – we report are based on results of our hotels reported to us by our hotel managers. Our hotel managers use different reporting periods. Marriott International, Inc ., the manager of the majority of our properties, uses a fiscal year ending on the Friday closest to December 31 and reports _____________ dt 275950 ; Host Marriott Host Marriott Corp. ( Real Estate ) As referenced in this Host Marriott Reports Results of Operations for First Quarter 2004 and Announces the Acquisition of the Embassy Suites Chicago Downtown-Lakefront Hotel: Host Marriott Corp – OF OPERATIONS FOR FIRST QUARTER 2004 AND ANNOUNCES THE ACQUISITION OF THE EMBASSY SUITES CHICAGO DOWNTOWN-LAKEFRONT HOTEL BETHESDA, MD; April 28, 2004 Host Marriott Corp oration (NYSE: HMT), the nations largest lodging real estate investment trust (REIT), today announced results of operations for the first quarter of 2004. _____________ HOST MARRIOTT CORP – to update any forward-looking statement to conform the statement to actual results or changes in the Companys expectations. * Tables to Follow* 3 HOST MARRIOTT CORP ORATION INDEX Page No. Introductory Notes to Financial Information 5 Consolidated Balance Sheets March 26, 2004 and December 31, 2003 10 Consolidated Statements _____________ HOST MARRIOTT CORP – Share for Full Year 2004 Forecasts 22 Reconciliation of Net Loss to EBITDA and Adjusted EBITDA for Full Year 2004 Forecasts 23 4 HOST MARRIOTT CORP ORATION Introductory Notes to Financial Information The Company Host Marriott Corporation, herein referred to as we or Host Marriott, is a self-managed _____________ Host Marriott Corp – Loss to EBITDA and Adjusted EBITDA for Full Year 2004 Forecasts 23 4 HOST MARRIOTT CORPORATION Introductory Notes to Financial Information The Company Host Marriott Corp oration, herein referred to as we or Host Marriott, is a self-managed and self-administered real estate investment trust (REIT) that owns _____________ HOST MARRIOTT CORP – results from January 1, 2004 to February 29, 2004 for operations of all other hotels which report results on a monthly basis. 5 HOST MARRIOTT CORP ORATION Introductory Notes to Financial Information Hotel results for the first quarter of 2003 reflect 12 weeks of operations for the period from _____________ dt 176343 ;	Host Marriott Host Marriott, LP ( Hotels & Motels ) As referenced in this Host Marriott Reports Results of Operations for First Quarter 2004 and Announces the Acquisition of the Embassy Suites Chicago Downtown-Lakefront Hotel: Host Marriott, L.P. – real estate investment trust (REIT) that owns primarily hotel properties. We conduct our operations as an umbrella partnership REIT through an operating partnership, Host Marriott, L.P. , or Host LP, of which we are the sole general partner. For each share of our common stock, Host LP has issued _____________ Host Marriott L.P. – 108 Liabilities associated with assets held for sale 2 Other 151 166 Total liabilities 6,432 5,762 Interest of minority partners of Host Marriott L.P. 124 130 Interest of minority partners of other consolidated partnerships 94 89 Company-obligated mandatorily redeemable exchangeable preferred securities of a subsidiary _____________ dt 188934
Preview Full Doc	2004	Innkeepers USA Trust Announces First Quarter Earnings Innkeepers USA Trust Announces First Quarter Earnings (37K) Doc #269028: Click preview link for longer preview. For Immediate Release Contact: David Bulger (Company) Jerry Daly or Carol McCune EVP, CFO and Treasurer Daly Gray (Media) (561) 227-1302 (703) 435-6293 Innkeepers USA Trust Announces First Quarter Earnings *RevPAR Increases 4.5 Percent in First Quarter* PALM BEACH, Fla., May 4, 2004?Innkeepers USA Trust (NYSE: KPA), a hotel real estate investment trust (REIT) and a leading owner of upscale, extended-stay hotel properties throughout the United States, today announced results . . . 269028	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Innkeepers USA Trust Announces First Quarter Earnings: Marriott International, Inc – include $250,000 to be paid to Innkeepers Hospitality Management, Inc. (IHM) relating to reimbursement of expenses incurred for the transition of 17 Marriott International, Inc . managed hotel properties to IHM. Other charges in 2003 include TRS transaction costs. (2) Discontinued operations in 2004 include a hotel property _____________ Marriott International, Inc – 2004 first quarter (3) 17 of the 60 hotel properties managed by Innkeepers Hospitality Management, Inc. (IHM) were previously managed by affiliates of Marriott International, Inc . for the three months ended March 31, 2003. IHM assumed management of one Sunrise Suites previously managed by affiliates of Wyndham International, _____________ dt 275991 ; Innkeepers USA Innkeepers USA Trust ( Real Estate ) As referenced in this Innkeepers USA Trust Announces First Quarter Earnings: Innkeepers USA Trust – Release Contact: David Bulger (Company) Jerry Daly or Carol McCune EVP, CFO and Treasurer Daly Gray (Media) (561) 227-1302 (703) 435-6293 Innkeepers USA Trust Announces First Quarter Earnings RevPAR Increases 4.5 Percent in First Quarter PALM BEACH, Fla., May 4, 2004Innkeepers USA Trust (NYSE: KPA), a _____________ Innkeepers USA Trust – measures within the meaning of Securities and Exchange Commission rules and regulations and are discussed in further detail on pages 5-7. - more - Innkeepers USA Trust Page 2 3 FFO and diluted FFO per share for the 2004 first quarter include $4,249,000 of issuance costs pertaining _____________ Innkeepers USA Trust – demand, and our properties also benefited from the extensive investments we have made during the past three years. We have seen steady - more - Innkeepers USA Trust Page 3 improvement in our operations over the last three months, with increases in occupancy reported for each successive month. During the _____________ Innkeepers USA Trust – common share dividend for the first quarter and will continue to evaluate common share dividend levels on a quarterly basis. As the - more - Innkeepers USA Trust Page 4 recovery gains traction and fundamentals continue to improve, we believe that our business strategies will enhance the cash available for _____________ Innkeepers USA Trust – currently are in discussions with our revolving unsecured line of credit lenders concerning a three-year extension to the line of credit. - more - Innkeepers USA Trust Page 5 Capital Expenditures Bulger noted that the company spent $6.8 million on selective capital projects in the 2004 first quarter _____________ dt 176886 ;	Wyndham Wyndham International, Inc. ( Hotels & Motels ) As referenced in this Innkeepers USA Trust Announces First Quarter Earnings: Wyndham International, Inc – Marriott International, Inc. for the three months ended March 31, 2003. IHM assumed management of one Sunrise Suites previously managed by affiliates of Wyndham International, Inc . on March 1, 2004, and five Summerfield Suites by Wyndham previously managed by affiliates of Wyndham International, Inc. on April 1, 2004. _____________ Wyndham International, Inc – previously managed by affiliates of Wyndham International, Inc. on March 1, 2004, and five Summerfield Suites by Wyndham previously managed by affiliates of Wyndham International, Inc . on April 1, 2004. _____________ dt 305913
Preview Full Doc	2000	Agreement and Plan of Merger Agreement and Plan of Merger (31K) Doc #732237: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER by and among CBM JOINT VENTURE LLC, CBM I ACQUISITION, L.P. and COURTYARD BY MARRIOTT LIMITED PARTNERSHIP DATE: _____________ ___, 2000 TABLE OF CONTENTS Page . . . 732237	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Agreement and Plan of Merger: Marriott International, Inc – wholly owned subsidiary of the Joint Venture ("Merger Sub"), and Courtyard by Marriott Limited Partnership, a Delaware limited partnership (the "Partnership"). WHEREAS, Rockledge Hotel Properties, Inc., a Delaware corporation ("Rockledge"), Marriott International, Inc ., a Delaware corporation ("Marriott") and certain other entities and persons are parties to a settlement agreement dated March 9, 2000 (the "Settlement Agreement") relating to the settlement (the "Settlement") _____________ Marriott International, Inc – if to the Joint Venture or Merger Sub to: CBM Joint Venture LLC 10400 Fernwood Road Bethesda, MD 20817 Attention: Christopher G. Townsend Facsimile: (301) 380-3588 and 7 {PAGE} Marriott International, Inc . 10400 Fernwood Road Bethesda, MD 20817 Attention: Ward R. Cooper Facsimile: (301) 380-8150 with copies (which shall not constitute notice) to: Hogan & Hartson L.L.P. 555 13th _____________ dt 1805761 ;	Hogan & Hartson Hogan & Hartson ( Legal ) As referenced in this Agreement and Plan of Merger: Hogan & Hartson – subject to satisfaction or waiver of the conditions set forth herein) as soon as practical following consummation of the Purchase Offer (the 2 {PAGE} "Closing Date"), at the offices of Hogan & Hartson L.L.P., 555 13th Street, N.W., Washington, D.C. or such other place to which the parties may agree. 1.5. Conversion of Partnership Interests At the Effective _____________ Hogan & Hartson – 380-3588 and 7 {PAGE} Marriott International, Inc. 10400 Fernwood Road Bethesda, MD 20817 Attention: Ward R. Cooper Facsimile: (301) 380-8150 with copies (which shall not constitute notice) to: Hogan & Hartson L.L.P. 555 13th Street, N.W. Washington, D.C. 20004 Attention: J. Warren Gorrell, Jr. Bruce W. Gilchrist Facsimile: (202) 637-5910 and O'Melveny & Myers LLP 555 _____________ dt 1701926
Preview Full Doc	2000	Agreement and Plan of Merger Agreement and Plan of Merger (31K) Doc #732252: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER by and among CBM JOINT VENTURE LLC, CBM II ACQUISITION, L.P. and COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP DATE: _____________ ___, 2000 TABLE OF CONTENTS Page . . . 732252	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Agreement and Plan of Merger: Marriott International, Inc – owned subsidiary of the Joint Venture ("Merger Sub"), and Courtyard by Marriott II Limited Partnership, a Delaware limited partnership (the "Partnership"). WHEREAS, Rockledge Hotel Properties, Inc., a Delaware corporation ("Rockledge"), Marriott International, Inc ., a Delaware corporation ("Marriott") and certain other entities and persons are parties to a settlement agreement dated March 9, 2000 (the "Settlement Agreement") relating to the settlement (the "Settlement") _____________ Marriott International, Inc – if to the Joint Venture or Merger Sub to: CBM Joint Venture LLC 10400 Fernwood Road Bethesda, MD 20817 Attention: Christopher G. Townsend Facsimile: (301) 380-3588 and 7 {PAGE} Marriott International, Inc . 10400 Fernwood Road Bethesda, MD 20817 Attention: Ward R. Cooper Facsimile: (301) 380-8150 with copies (which shall not constitute notice) to: Hogan & Hartson L.L.P. 555 13/ _____________ dt 1805762 ;	Hogan & Hartson Hogan & Hartson ( Legal ) As referenced in this Agreement and Plan of Merger: Hogan & Hartson – subject to satisfaction or waiver of the conditions set forth herein) as soon as practical following consummation of the Purchase Offer (the 2 {PAGE} "Closing Date"), at the offices of Hogan & Hartson L.L.P., 555 13th Street, N.W., Washington, D.C. or such other place to which the parties may agree. 1.5. Conversion of Partnership Interests At the Effective _____________ Hogan & Hartson – 380-3588 and 7 {PAGE} Marriott International, Inc. 10400 Fernwood Road Bethesda, MD 20817 Attention: Ward R. Cooper Facsimile: (301) 380-8150 with copies (which shall not constitute notice) to: Hogan & Hartson L.L.P. 555 13/th/ Street, N.W. Washington, D.C. 20004 Attention: J. Warren Gorrell, Jr. Bruce W. Gilchrist Facsimile: (202) 637-5910 and O'Melveny & Myers LLP _____________ dt 1701927
Preview Full Doc	2003	Agreement of Purchase and Sale Agreement of Purchase and Sale (127K) Doc #984679: Click preview link for longer preview. EXHIBIT 10.22 EXHIBIT 10.22 EXHIBIT 10.22 AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE (“Agreement”) is made as of September 19, 2003 (the “Contract Date”), between BARCELO CRESTLINE CORPORATION, a Maryland corporation (“Purchaser”), and HMC RETIREMENT PROPERTIES, L.P., a Delaware limited partnership (“Seller”). ARTICLE 1. INTERPRETATION 1.1 Definitions. For purposes of this Agreement, the following capitalized terms shall have the meanings indicated: 1.1.1 90 Day Receivables: as . . . 984679	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Agreement of Purchase and Sale: Marriott International, Inc – 5 - 1.1.48 Liquor License Applicant: as defined in Section 5.7.1. 1.1.49 Liquor Licenses: as defined in Section 5.7.1. 1.1.50 Marriott: Marriott International, Inc . and its Affiliates. 1.1.51 Miscellaneous Hotel Assets: with respect to the Hotel, all general intangibles relating to design, development, operation and use of the Hotel, all rights _____________ dt 1326869 ; Host Marriott Host Marriott Corp. ( Real Estate ) As referenced in this Agreement of Purchase and Sale: Host Marriott Corp – date on which the Closing occurs. 1.1.15 Code: the Internal Revenue Code of 1986, as amended. 1.1.16 Confidentiality Agreement: Confidentiality Agreement dated September 13, 2002 between Host Marriott Corp oration and Purchaser. 1.1.17 Consumables: with respect to the Hotel, all opened and unopened food and alcoholic or non-alcoholic beverages located at the Land, excluding any alcoholic _____________ Host Marriott Corp – recognized overnight delivery service, by certified or registered mail, postage prepaid, with return receipt requested or by telefacsimile. All notices shall be addressed as follows: If to Seller: c/o Host Marriott Corp oration 6903 Rockledge Drive, Suite 1500 Bethesda, Maryland 20817 Attn: Ms. Lan Elliott Fax: 240/744-5706 with a copy to: Host Marriott Corporation 6903 Rockledge Drive, Suite 1500 Bethesda, _____________ Host Marriott Corp – as follows: If to Seller: c/o Host Marriott Corporation 6903 Rockledge Drive, Suite 1500 Bethesda, Maryland 20817 Attn: Ms. Lan Elliott Fax: 240/744-5706 with a copy to: Host Marriott Corp oration 6903 Rockledge Drive, Suite 1500 Bethesda, Maryland 20817 Attn: David L. Buckley, Esquire Fax: 240/744-5866 with a copy to: Ballard Spahr Andrews & Ingersoll, LLP 601 13th _____________ dt 1477060 ;	Host Marriott Host Marriott, LP ( Hotels & Motels ) As referenced in this Agreement of Purchase and Sale: Host Marriott, L.P. – including such fixtures and appurtenances as shall constitute real property, located on the Land. 1.1.43 Inspection Agreement: that certain Inspection Agreement dated as of August 22, 2003 between Host Marriott, L.P. and Purchaser. 1.1.44 Intellectual Property: with respect to the Hotel, (i) all trademarks, service marks, trade dress, logos and trade names and any applications and/or registrations _____________ dt 1418867
Preview Full Doc	2005	Agreement of Purchase and Sale Agreement of Purchase and Sale (258K) Doc #1013309: Click preview link for longer preview. AGREEMENT OF PURCHASE AND SALE THE SELLER PARTIES Identified herein "SELLER" ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership "BUYER" AGREEMENT OF PURCHASE AND SALE INDEX ARTICLE I. ASSETS PURCHASED AND SOLD 11 Section 1.01 Purchase and Sale 11 Section 1.02 Personal Property 11 Section 1.03 Operating Agreements 12 Section 1. . . . 1013309	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Agreement of Purchase and Sale: Marriott International, Inc – to provide an estoppel certificate pursuant to the terms of the Ground Lease) in form and substance required under the Ground Lease, if any. (e) Sellers shall have paid to Marriott International, Inc ., or its affiliates, the sum of Ten Million Five Hundred Thousand and No/100 Dollars ($10,500,000.00) in satisfaction of accumulated loans. ARTICLE X. CONVEYANCE OF ASSETS _____________ Marriott International, Inc – recorded in the Register of Deeds Office for Durham County in Book 144, Page 162 and containing 4.780 acres on a plat entitled ALTA/ACSM Land Title Survey for Marriott International, Inc ., 920 Slater Road, Durham County, Durham, North Carolina (Imperial Center) (Springhill Suites), dated December 12, 2000, and last revised January 30, 2001, by Site Design, Inc. with the following _____________ MARRIOTT INTERNATIONAL, INC – RECORDED IN THE R.O.D. OFFICE FOR MECKLENBURG COUNTY IN MAP BOOK 31, PAGE 881 AND CONTAINING 3.620 ACRES ACCORDING TO AN -ALTA/ACSM LAND TITLE SURVEY FOR MARRIOTT INTERNATIONAL, INC ., 8700 RESEARCH DRIVE. MECKLENBURG COUNTY. CHARLOTTE, NORTH CAROLINA (SPRINGHILL SUITES)", DATED 02/27/01. AND LAST REVISED MARCH 16, 2001 BY SITE DESIGN. INC. Tract 2 (Fee Tract): ALL _____________ Marriott International, Inc – CNL Hospitality Partners, LP EVERY PAGE= "EVERY PAGE" 0020399\111199\821280\10 134 Exhibit M Litigation Schedule CLAIMANT OWNER/DEFENDANT SITE DESCRIPTION OF CLAIM AMOUNT OF CLAIM LITIGATION Berrett, Jana Marriott International, Inc . SpringHill Suites, Centerville, VA Alleges laptop notebook was damaged by property Unspecified Yes Erwin, Massangk Rose SPE 1 LP Residence Inn Orlando, FL Robbed at gunpoint; Jewelry and cash _____________ Marriott International, Inc – his race Unspecified No Rice, Dennis Rose SPE 1 LP Residence Inn Sacramento, CA Alleges he was denied service and discriminated against because of his race Unspecified No Schwartz, Ruth Marriott International, Inc . TownePlace Suites, Tewksbury, MA Slip and Fall resulting in an injury Unspecified Yes Wong, Ronald County of Riverside and Marriott International, Inc. Residence Inn Palm Desert, CA Alleges he _____________ dt 1326876 ; MICROS MICROS Systems, Inc. ( Software & Programming ) As referenced in this Agreement of Purchase and Sale: MICROS Systems, Inc – Linens Service Agreement ADT Security Services Allen Foods, Inc Agreement Dressler Consutlting Engineers,Inc - Stormwater Detention Kansas Logos, Inc- Dept of Transportation Logo Sign MARSH USA, Inc - Certificate of Insurance MICROS Systems, Inc - Facilities Service Agreement Ocean Spray Juice Vending XETA Corp Software Agreement STSN 105 (e) CY Palm Desert [Missing Graphic Reference] Motor Vehicle Lease Agreement Pitney Bowes Agreement Canon Sales _____________ dt 1510424 ;	BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Agreement of Purchase and Sale: Banc of America Securities LLC – any liens or mortgages assumed or entered into by Buyer; or (ii) any personal property sales tax or other tax) first accruing from and after the Transfer Time. 9. Broker: Banc of America Securities LLC . 10. Buyer: Ashford Hospitality Limited Partnership, a Delaware limited partnership or its Permitted Assignee(s). 11. Closing: The consummation of the transactions contemplated by this Agreement which shall occur _____________ dt 1356004
Preview Full Doc	2006	Agreement of Purchase and Sale Agreement of Purchase and Sale (88K) Doc #2576143: Click preview link for longer preview. AGREEMENT OF PURCHASE AND SALE BY THIS AGREEMENT OF PURCHASE AND SALE (this ?Agreement?), and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto declare, covenant and agree as follows: 1. DEFINITIONS. The following terms are hereby defined as set forth below for purposes of this Agreement and shall be given such meanings wherever appearing in this Agreement unless the context requires otherwise, and subject to such further qualifications as are expressly set forth hereafter: Seller: . . . 2576143	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Agreement of Purchase and Sale: Marriott International Inc – the members can take advantage of IRC Section 1031 exchange provisions individually. 14. FRANCHISE AND MANAGEMENT. 14.01 Franchise Agreement. Seller has entered into a (the Existing Franchise Agreement) with Marriott International Inc . (the Franchisor) governing the use of the Hotel as a Courtyard by Marriott (the Brand). At the Closing, Buyer and the Franchisor shall enter into a new franchise agreement, _____________ dt 1638783 ;	Apple REIT Seven Apple REIT Seven, Inc.
Preview Full Doc	2005	Agreement of Sale Agreement of Sale (98K) Doc #1045828: Click preview link for longer preview. Exhibit 10.1 Exhibit 10.1 AGREEMENT OF SALE THIS AGREEMENT OF SALE (this “Agreement”) is made this 24^th day of October, 2005, by and between CHARLENE SCHWARTZ, an adult individual with an address of 1070 Eagle Road, Newtown, Pennsylvania 18940, LANGHORNE COURTYARD, INC., a Pennsylvania corporation with an address of 1070 Eagle Road, Newtown, Pennsylvania 18940, MT. LAUREL FFI, INC., a New Jersey corporation with an address of 1070 Eagle Road, Newtown, Pennsylvania 18940 and . . . 1045828	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Agreement of Sale: Marriott International, Inc – For purposes of this Agreement, Solow, Inc. is not a Manager. “Management Agreement” shall have the meaning set forth in Section 12(a). “Marriott” shall mean Marriott International, Inc . or its affiliate. “Mt. Laurel Fairfield” shall mean the 118 room Fairfield Inn and Suites which is currently operated by Seller on the New Jersey Property. “ _____________ dt 1326884 ;	Hersha Hersha Hospitality Trust ( Real Estate ) As referenced in this Agreement of Sale: HERSHA HOSPITALITY TRUST, – 1070 Eagle Road, Newtown, Pennsylvania 18940 and BETHLEHEM FFI, INC., a Pennsylvania corporation with an address of 1070 Eagle Road, Newtown, Pennsylvania 18940 (hereinafter collectively called “Seller”) and HERSHA HOSPITALITY TRUST, a Maryland real estate investment trust with an address of 510 Walnut Street, 9th Floor, Philadelphia, Pennsylvania 19106 (hereinafter called “Buyer”). W I T N E S _____________ HERSHA HOSPITALITY TRUST& – SCHWARTZ, President BUYER: HERSHA HOSPITALITY TRUST& #160; By: Witness Name: Title: 31 _____________ dt 1399872
Preview Full Doc	2003	Annual Report to Shareholders Annual Report to Shareholders (449K) Doc #1919815: Click preview link for longer preview. ADVANTUS EQUITY FUNDS [LOGO] ANNUAL REPORT TO SHAREHOLDERS DATED JULY 31, 2002 ADVANTUS CORNERSTONE FUND, INC. A LARGE COMPANY VALUE FUND ADVANTUS ENTERPRISE FUND, INC. A SMALL COMPANY GROWTH FUND ADVANTUS HORIZON FUND, INC. A LARGE COMPANY GROWTH FUND ADVANTUS INDEX 500 FUND, INC. A LARGE COMPANY INDEX FUND ADVANTUS REAL ESTATE SECURITIES FUND, INC. A REAL ESTATE - RELATED SECURITIES FUND ADVANTUS VENTURE FUND, INC. A SMALL COMPANY VALUE FUND CUT DOWN PAPERWORK, NOT TREES Advantus now offers e-delivery of prospectuses, annual and semi-annual reports. To find out more, call Advantus Shareholder Services at (800) 665-6005. ADVANTUS EQUITY FUNDS TABLE OF CONTENTS PERFORMANCE UPDATES Cornerstone Fund 3 Enterprise Fund 7 Horizon Fund 12 Index 500 Fund 18 Real Estate Securities Fund 22 Venture Fund 27 INVESTMENTS IN SECURITIES Cornerstone Fund 31 Enterprise Fund 37 Horizon Fund 42 Index 500 Fund 48 Real Estate Securities Fund 65 Venture Fund 68 FINANCIAL STATEMENTS Statements of Assets and Liabilities 76 Statements of Operations 80 Statements of Changes in Net Assets 84 Notes to Financial Statements 90 INDEPENDENT AUDITORS' REPORT 117 FEDERAL INCOME TAX INFORMATION 118 DIRECTORS AND EXECUTIVE OFFICERS 120 SHAREHOLDER SERVICES 122 LETTER FROM THE PRESIDENT [PHOTO OF DIANNE ORBISON] Dear Shareholders: It's been a very eventful year in the economy and the markets. We've seen a major rally in the bond market, and a major sell off in stocks. Negative events, questionable earnings reports, and unscrupulous corporate leadership is a lot of weight for the stock market to carry. Investors are still not confident that the market can bear the load, which contributed to the stock sell off during the first half of the year. A flight to quality is still underway, and this is not unusual when political, social, and economic events hold uncertainty. In the period ended July 31, 2002, strong fixed income performance (Lehman Aggregate Bond Index* at 7.84%) and very weak equity performance (S&P 500 Index** at -23.63) was recorded. The difference in returns between stocks and bonds, as measured by these two benchmark indices, was near record levels. We believe the capital markets will continue to be volatile and suggest that investors adjust their expectations for a time-specific market recovery. Current market conditions didn't happen overnight, and it has taken longer than expected for a sustainable recovery to surface. Although most segments of the stock market were down at the end of our reporting period, we believe valuations are fair and better than they have been in six months. The economy is growing, albeit slowly. We expect that U.S. growth, as measured by GDP, will be a respectable 2.5 percent in 2002. Monetary policy is still easy, and we expect no changes from the Federal Reserve in the near term. Inflation is running less than two percent annually with little, if any, increase expected. Also, the underlying strength of the U.S. economy remains solid. The weakness of the dollar, however, may benefit investors considering a greater allocation to international investments. Consider having a periodic conversation with your financial advisor about your goals, risk tolerance, and allocation strategy. You will notice that all Advantus equity funds are included in this report. The remaining Advantus Funds (fixed income and balanced) will be published in an annual report to be dated September 30, 2002. We have combined the reports for the funds into two mailings to achieve economies of scale in report preparation and mailing. We are also moving forward with plans to combine Advantus Funds prospectuses in the same way and for the same reasons. This is my first letter to you as President of the Advantus Funds. Bill Westhoff, former President and investment management veteran, retired in late July, 2002 after 31 years of service to shareholders. I look forward to communicating with 1 you on a regular basis and bringing you news of the economy, markets, and Advantus. Sincerely, /s/ Dianne Orbison Dianne Orbison President, Advantus Funds *The LEHMAN BROTHERS AGGREGATE BOND INDEX is a market-weighted index that covers the U.S. investment grade fixed rate bond market. The index includes government and corporate securities, agency mortgage pass-through securities and asset backed securities. 1919815	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Annual Report to Shareholders: Marriott International, Inc – See accompanying notes to investments in securities. 51 {PAGE} {TABLE} {CAPTION} MARKET SHARES VALUE(a) ------ -------- {S} {C} CONSUMER CYCLICAL--CONTINUED Lodging-- Hotel (.1%) 1,384 Hilton Hotels $ 16,912 964 Marriott International, Inc . 32,294 ---------- 49,206 ---------- Photography/Imagery (.1%) 1,128 Eastman Kodak Company 34,720 ---------- Publishing (.7%) 324 Dow Jones and Company, Inc. 13,349 1,121 Gannett Company, Inc. _____________ dt 1326934 ; Adaptec Adaptec Inc. ( Semiconductors ) As referenced in this Annual Report to Shareholders: Adaptec, Inc – Renal Care Group, Inc. (b) 405,000 ------------- 1,877,626 ------------- TECHNOLOGY (14.7%) Communications Equipment (.3%) 89,100 Openwave Systems, Inc. (b) 89,100 ------------- Computer Networking (2.1%) 39,100 Adaptec, Inc . (b) 230,690 42,500 Legato Systems, Inc. (b) 114,750 40,250 Radiant Systems, Inc. (b) 313,950 ------------- 659,390 ------------- Computer Services & Software (7.0%) 30,600 Agile _____________ dt 1515926 ; Adaptec Adaptec Inc. ( Semiconductors ) As referenced in this Annual Report to Shareholders: Adaptec, Inc. – Renal Care Group, Inc. (b) 405,000 ------------- 1,877,626 ------------- TECHNOLOGY (14.7%) Communications Equipment (.3%) 89,100 Openwave Systems, Inc. (b) 89,100 ------------- Computer Networking (2.1%) 39,100 Adaptec, Inc. (b) 230,690 42,500 Legato Systems, Inc. (b) 114,750 40,250 Radiant Systems, Inc. (b) 313,950 ------------- 659,390 ------------- Computer Services & Software (7.0%) 30,600 Agile _____________ dt 1457199 ;	Aeroflex Aeroflex Inc. ( Semiconductors ) As referenced in this Annual Report to Shareholders: Aeroflex, Inc. – 12,500 Precise Software Solutions, Ltd. (b)(c) 157,000 ------------- 2,170,305 ------------- Data Processing (1.6%) 30,304 Documentum, Inc. (b) 490,828 ------------- Electrical Defense (1.0%) 40,300 Aeroflex, Inc. (b) 306,280 ------------- {/TABLE} See accompanying notes to investments in securities. 40 {PAGE} {TABLE} {CAPTION} MARKET SHARES VALUE(a) ------ --------- {S} {C} TECHNOLOGY--CONTINUED Electrical Instruments (--) 51,700 APW, Ltd. ( _____________ dt 1459645 ; Affymetrix Affymetrix, Inc. ( Biotechnology & Drugs ) As referenced in this Annual Report to Shareholders: Affymetrix, Inc – 128 2.2% Lifepoint Hospitals, Inc. 17,600 599,280 2.2% CACI International, Inc. 17,200 589,616 2.1% Education Management Corporation 13,800 550,758 2.0% Affymetrix, Inc . 30,100 537,285 1.9% ---------- ----- $6,195,635 22.3% ========== ==== {/TABLE} [CHART] {TABLE} {S} {C} Cash and Other Assets/Liabilities (10.9%) Transportation (1.0%) Basic Materials (1. _____________ Affymetrix, Inc – 6,100 Affiliated Managers Group (b) 288,042 ------------- Savings and Loans (1.1%) 15,000 IndyMac Bancorp, Inc. (b) 330,750 ------------- HEALTH CARE (24.8%) Biotechnology (3.0%) 30,100 Affymetrix, Inc . (b) 537,285 14,800 Lynx Therapeutics, Inc. (b) 14,652 11,800 Scios, Inc. (b) 370,048 ------------- 921,985 ------------- Drugs (4.9%) 12,600 Cubist Pharmaceuticals, Inc. (b) _____________ dt 1551693 ; More...
Preview Full Doc	2003	Annual Report to Shareholders Annual Report to Shareholders (449K) Doc #1922269: Click preview link for longer preview. ADVANTUS EQUITY FUNDS [LOGO] ANNUAL REPORT TO SHAREHOLDERS DATED JULY 31, 2002 ADVANTUS CORNERSTONE FUND, INC. A LARGE COMPANY VALUE FUND ADVANTUS ENTERPRISE FUND, INC. A SMALL COMPANY GROWTH FUND ADVANTUS HORIZON FUND, INC. A LARGE COMPANY GROWTH FUND ADVANTUS INDEX 500 FUND, INC. A LARGE COMPANY INDEX FUND ADVANTUS REAL ESTATE SECURITIES FUND, INC. A REAL ESTATE - RELATED SECURITIES FUND ADVANTUS VENTURE FUND, INC. A SMALL COMPANY VALUE FUND CUT DOWN PAPERWORK, NOT TREES Advantus now offers e-delivery of prospectuses, annual and semi-annual reports. To find out more, call Advantus Shareholder Services at (800) 665-6005. ADVANTUS EQUITY FUNDS TABLE OF CONTENTS PERFORMANCE UPDATES Cornerstone Fund 3 Enterprise Fund 7 Horizon Fund 12 Index 500 Fund 18 Real Estate Securities Fund 22 Venture Fund 27 INVESTMENTS IN SECURITIES Cornerstone Fund 31 Enterprise Fund 37 Horizon Fund 42 Index 500 Fund 48 Real Estate Securities Fund 65 Venture Fund 68 FINANCIAL STATEMENTS Statements of Assets and Liabilities 76 Statements of Operations 80 Statements of Changes in Net Assets 84 Notes to Financial Statements 90 INDEPENDENT AUDITORS' REPORT 117 FEDERAL INCOME TAX INFORMATION 118 DIRECTORS AND EXECUTIVE OFFICERS 120 SHAREHOLDER SERVICES 122 LETTER FROM THE PRESIDENT [PHOTO OF DIANNE ORBISON] Dear Shareholders: It's been a very eventful year in the economy and the markets. We've seen a major rally in the bond market, and a major sell off in stocks. Negative events, questionable earnings reports, and unscrupulous corporate leadership is a lot of weight for the stock market to carry. Investors are still not confident that the market can bear the load, which contributed to the stock sell off during the first half of the year. A flight to quality is still underway, and this is not unusual when political, social, and economic events hold uncertainty. In the period ended July 31, 2002, strong fixed income performance (Lehman Aggregate Bond Index* at 7.84%) and very weak equity performance (S&P 500 Index** at -23.63) was recorded. The difference in returns between stocks and bonds, as measured by these two benchmark indices, was near record levels. We believe the capital markets will continue to be volatile and suggest that investors adjust their expectations for a time-specific market recovery. Current market conditions didn't happen overnight, and it has taken longer than expected for a sustainable recovery to surface. Although most segments of the stock market were down at the end of our reporting period, we believe valuations are fair and better than they have been in six months. The economy is growing, albeit slowly. We expect that U.S. growth, as measured by GDP, will be a respectable 2.5 percent in 2002. Monetary policy is still easy, and we expect no changes from the Federal Reserve in the near term. Inflation is running less than two percent annually with little, if any, increase expected. Also, the underlying strength of the U.S. economy remains solid. The weakness of the dollar, however, may benefit investors considering a greater allocation to international investments. Consider having a periodic conversation with your financial advisor about your goals, risk tolerance, and allocation strategy. You will notice that all Advantus equity funds are included in this report. The remaining Advantus Funds (fixed income and balanced) will be published in an annual report to be dated September 30, 2002. We have combined the reports for the funds into two mailings to achieve economies of scale in report preparation and mailing. We are also moving forward with plans to combine Advantus Funds prospectuses in the same way and for the same reasons. This is my first letter to you as President of the Advantus Funds. Bill Westhoff, former President and investment management veteran, retired in late July, 2002 after 31 years of service to shareholders. I look forward to communicating with 1 you on a regular basis and bringing you news of the economy, markets, and Advantus. Sincerely, /s/ Dianne Orbison Dianne Orbison President, Advantus Funds *The LEHMAN BROTHERS AGGREGATE BOND INDEX is a market-weighted index that covers the U.S. investment grade fixed rate bond market. The index includes government and corporate securities, agency mortgage pass-through securities and asset backed securities. 1922269	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Annual Report to Shareholders: Marriott International, Inc – See accompanying notes to investments in securities. 51 {PAGE} {TABLE} {CAPTION} MARKET SHARES VALUE(a) ------ -------- {S} {C} CONSUMER CYCLICAL--CONTINUED Lodging-- Hotel (.1%) 1,384 Hilton Hotels $ 16,912 964 Marriott International, Inc . 32,294 ---------- 49,206 ---------- Photography/Imagery (.1%) 1,128 Eastman Kodak Company 34,720 ---------- Publishing (.7%) 324 Dow Jones and Company, Inc. 13,349 1,121 Gannett Company, Inc. _____________ dt 1326936 ; Adaptec Adaptec Inc. ( Semiconductors ) As referenced in this Annual Report to Shareholders: Adaptec, Inc – Renal Care Group, Inc. (b) 405,000 ------------- 1,877,626 ------------- TECHNOLOGY (14.7%) Communications Equipment (.3%) 89,100 Openwave Systems, Inc. (b) 89,100 ------------- Computer Networking (2.1%) 39,100 Adaptec, Inc . (b) 230,690 42,500 Legato Systems, Inc. (b) 114,750 40,250 Radiant Systems, Inc. (b) 313,950 ------------- 659,390 ------------- Computer Services & Software (7.0%) 30,600 Agile _____________ dt 1515928 ; Adaptec Adaptec Inc. ( Semiconductors ) As referenced in this Annual Report to Shareholders: Adaptec, Inc. – Renal Care Group, Inc. (b) 405,000 ------------- 1,877,626 ------------- TECHNOLOGY (14.7%) Communications Equipment (.3%) 89,100 Openwave Systems, Inc. (b) 89,100 ------------- Computer Networking (2.1%) 39,100 Adaptec, Inc. (b) 230,690 42,500 Legato Systems, Inc. (b) 114,750 40,250 Radiant Systems, Inc. (b) 313,950 ------------- 659,390 ------------- Computer Services & Software (7.0%) 30,600 Agile _____________ dt 1457201 ;	Aeroflex Aeroflex Inc. ( Semiconductors ) As referenced in this Annual Report to Shareholders: Aeroflex, Inc. – 12,500 Precise Software Solutions, Ltd. (b)(c) 157,000 ------------- 2,170,305 ------------- Data Processing (1.6%) 30,304 Documentum, Inc. (b) 490,828 ------------- Electrical Defense (1.0%) 40,300 Aeroflex, Inc. (b) 306,280 ------------- {/TABLE} See accompanying notes to investments in securities. 40 {PAGE} {TABLE} {CAPTION} MARKET SHARES VALUE(a) ------ --------- {S} {C} TECHNOLOGY--CONTINUED Electrical Instruments (--) 51,700 APW, Ltd. ( _____________ dt 1459646 ; Affymetrix Affymetrix, Inc. ( Biotechnology & Drugs ) As referenced in this Annual Report to Shareholders: Affymetrix, Inc – 128 2.2% Lifepoint Hospitals, Inc. 17,600 599,280 2.2% CACI International, Inc. 17,200 589,616 2.1% Education Management Corporation 13,800 550,758 2.0% Affymetrix, Inc . 30,100 537,285 1.9% ---------- ----- $6,195,635 22.3% ========== ==== {/TABLE} [CHART] {TABLE} {S} {C} Cash and Other Assets/Liabilities (10.9%) Transportation (1.0%) Basic Materials (1. _____________ Affymetrix, Inc – 6,100 Affiliated Managers Group (b) 288,042 ------------- Savings and Loans (1.1%) 15,000 IndyMac Bancorp, Inc. (b) 330,750 ------------- HEALTH CARE (24.8%) Biotechnology (3.0%) 30,100 Affymetrix, Inc . (b) 537,285 14,800 Lynx Therapeutics, Inc. (b) 14,652 11,800 Scios, Inc. (b) 370,048 ------------- 921,985 ------------- Drugs (4.9%) 12,600 Cubist Pharmaceuticals, Inc. (b) _____________ dt 1551694 ; More...
Preview Full Doc	2003	Assignment and Assumption Agreement Assignment and Assumption Agreement (6K) Doc #464739: Click preview link for longer preview. ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("ASSIGNMENT") is entered into effective as of the 8th day of February, 2002, but and between Pegasus Solutions, Inc., a Delaware corporation ("ASSIGNOR") and Hotel Distribution System, LLC, a Delaware limited liability company ("ASSIGNEE"). WHEREAS, Assignor and Orbitz, LLC, a Delware limited liability company ("ORBITZ"), have entered into that certain Agreement, dated as of January 7, 2002 (the "ORBITZ AGREEMENT"); . . . 464739	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Assignment and Assumption Agreement: Marriott International, Inc – January 7, 2002 (the "ORBITZ AGREEMENT"); and WHEREAS, Assignor has entered into Preferred Distribution Agreements, each dated as of January 7, 2002, with each of Hilton Hotels Corporation, Hyatt Corporation, Marriott International, Inc ., Six Continents Hotels, Inc. Starwood Hotels and Resorts Worldwide, Inc., and Utell International (each, a "PREFERRED DISTRIBUTION AGREEMENTS"); and WHEREAS, subject to certain other conditions, including notice to Orbitz, _____________ Marriott International, Inc – permits the assignment of the Orbitz Agreement from Assignor to any joint venture or similarly entity formed by at least three (3) of the following: Hilton Hotels Corporation, Hyatt Corporation, Marriott International, Inc ., Six Continents Hotels, Inc. and Starwood Hotels and Resorts Worldwide, Inc. (together, the "PARTICIPANTS"); and WHEREAS, subject to certain other conditions, Section 15.4(b) of each Preferred Distribution _____________ Marriott International, Inc – of the Participants; and WHEREAS, Hilton Electronic Distribution Systems, LLC, an Affiliate of Hilton Hotels Corporation, HT-HDS, Inc., an Affiliate of Hyatt Corporation, MI Distribution, LLC, an Affiliate of Marriott International, Inc ., Six Continents Hotels, Inc. Starwood Reseventure Corp., an Affiliate of Starwood Hotels & resorts Worldwide, Inc., and Assignor have entered into that certain Limited Liability Company Operating Agreement of the _____________ dt 1326850 ; Orbitz Orbitz, Inc. ( Personal Services ) ; Pegasus Pegasus Solutions, Inc. ( Computer Services ) As referenced in this Assignment and Assumption Agreement: Pegasus Solutions, Inc. – TEXT} {Page} Exhibit 10.14 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("ASSIGNMENT") is entered into effective as of the 8th day of February, 2002, but and between Pegasus Solutions, Inc. , a Delaware corporation ("ASSIGNOR") and Hotel Distribution System, LLC, a Delaware limited liability company ("ASSIGNEE"). WHEREAS, Assignor and Orbitz, LLC, a Delware limited liability company ("ORBITZ"), have entered into _____________ Pegasus Solutions, Inc. – Assignment. [SIGNATURE PAGE FOLLOWS] {Page} IN WITNESS WHEREOF, the parties hereto have executed and delivered this Assignment and Assumption Agreement effective as of the date first set forth above. ASSIGNOR: Pegasus Solutions, Inc. By: /s/ Ric L. Floyd ---------------------------------- Name: Ric L. Floyd ---------------------------------- Title: EVP & General Counsel ---------------------------------- ASSIGNEE: Hotel Distribution System, LLC By: /s/ Joe Humphry ---------------------------------- Name: ---------------------------------- Title: ---------------------------------- {/TEXT} {/DOCUMENT} _____________ dt 1320810 ;	Starwood Hotels Starwood Hotels & Resorts ( Hotels & Motels ) As referenced in this Assignment and Assumption Agreement: Starwood Hotels & resorts – Hilton Hotels Corporation, HT-HDS, Inc., an Affiliate of Hyatt Corporation, MI Distribution, LLC, an Affiliate of Marriott International, Inc., Six Continents Hotels, Inc. Starwood Reseventure Corp., an Affiliate of Starwood Hotels & resorts Worldwide, Inc., and Assignor have entered into that certain Limited Liability Company Operating Agreement of the Assignee, dated as of February 8, 2002. NOW, THEREFORE, in accordance with Section 16. _____________ dt 1412338 ; Starwood Hotels Starwood Hotels & Resorts Worldwide, Inc. ( Hotels & Motels ) As referenced in this Assignment and Assumption Agreement: Starwood Hotels & resorts Worldwide, Inc – Hilton Hotels Corporation, HT-HDS, Inc., an Affiliate of Hyatt Corporation, MI Distribution, LLC, an Affiliate of Marriott International, Inc., Six Continents Hotels, Inc. Starwood Reseventure Corp., an Affiliate of Starwood Hotels & resorts Worldwide, Inc ., and Assignor have entered into that certain Limited Liability Company Operating Agreement of the Assignee, dated as of February 8, 2002. NOW, THEREFORE, in accordance with Section 16.4( _____________ dt 1337236
Preview Full Doc	2001	Assistance Agreement Assistance Agreement (22K) Doc #924212: Click preview link for longer preview. ASSISTANCE AGREEMENT This ASSISTANCE AGREEMENT (this "Agreement") is made and entered into as of March 27, 1998 by and between SODEXHO ALLIANCE, S.A. a societe anonyme organized under the laws of the Republic of France ("Sodexho"), and MARRIOTT INTERNATIONAL, INC., a Delaware corporation to be renamed "Sodexho Marriott Services, Inc." ("SMS"). W I T N E S S E T H: WHEREAS, Sodexho has significant experience and knowledge in the administration, trading, organization, control, . . . 924212	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Assistance Agreement: MARRIOTT INTERNATIONAL, INC – made and entered into as of March 27, 1998 by and between SODEXHO ALLIANCE, S.A. a societe anonyme organized under the laws of the Republic of France ("Sodexho"), and MARRIOTT INTERNATIONAL, INC ., a Delaware corporation to be renamed "Sodexho Marriott Services, Inc." ("SMS"). W I T N E S S E T H: WHEREAS, Sodexho has significant experience and knowledge in _____________ Marriott International, Inc – dated as of the date hereof by and between Sodexho and SMS (the "Royalty Agreement"), the Agreement and Plan of Merger dated as of September 30, 1997 by and among Marriott International, Inc . ("MII"), Marriott-ICC Merger Corp., New Marriott MI, Inc. ("Spinco"), Sodexho and International Catering Corporation, as amended (the "Merger Agreement"), the Distribution Agreement dated as of September 30, 1997 _____________ MARRIOTT INTERNATIONAL, INC – hereto have executed this Agreement as of the date first above written. SODEXHO ALLIANCE, S.A. /s/ Bernard Carton ------------------------------------------ Name: Bernard Carton Title: Senior Vice President And Chief Financial Officer MARRIOTT INTERNATIONAL, INC . (to be renamed "Sodexho Marriott Services, Inc.") /s/ Lawrence E. Hyatt ------------------------------------------ Name: Lawrence E. Hyatt Title: Vice President Annex A Termination of Assistance Agreement The undersigned hereby agree _____________ dt 1326867 ; Sodexho Alliance, SA Sodexho Alliance, SA ( Restaurants ) As referenced in this Assistance Agreement: SODEXHO ALLIANCE, – OF MARCH 27, 1998 Exhibit 99.(d)(5) ASSISTANCE AGREEMENT This ASSISTANCE AGREEMENT (this "Agreement") is made and entered into as of March 27, 1998 by and between SODEXHO ALLIANCE, S.A. a societe anonyme organized under the laws of the Republic of France ("Sodexho"), and MARRIOTT INTERNATIONAL, INC., a Delaware corporation to be renamed "Sodexho Marriott Services, Inc." (" _____________ Sodexho Alliance, – Financial Officer With a copy to: Sodexho Marriott Services, Inc. 10400 Fernwood Road Bethesda, MD 20817 U.S.A. Fax: (301) 380-6727 Attn: General Counsel If to Sodexho, to: Sodexho Alliance, S.A. 3, avenue Newton 78180 Montigny Le Bretonneux France Fax: 011-33-1-3085-5005 Attn: Bernard Carton All such notices, requests and other communications shall be deemed _____________ SODEXHO ALLIANCE, – injunction or any other equitable remedy which may then be available. 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. SODEXHO ALLIANCE, S.A. /s/ Bernard Carton ------------------------------------------ Name: Bernard Carton Title: Senior Vice President And Chief Financial Officer MARRIOTT INTERNATIONAL, INC. (to be renamed "Sodexho Marriott Services, Inc.") /s/ Lawrence E. _____________ Sodexho Alliance, – Termination of Assistance Agreement The undersigned hereby agree that, effective as of the date hereof, the Assistance Agreement (the "1992 Agreement") dated as of September 1, 1992, as amended, between Sodexho Alliance, S.A. ("Sodexho SA") and Sodexho USA, Inc. ("Sodexho USA") shall terminate and have no further force or effect. Sodexho SA shall promptly issue to Sodexho USA an invoice _____________ SODEXHO ALLIANCE, – 1992 Agreement, and Sodexho USA shall promptly make payment in respect thereof. IN WITNESS WHEREOF, the parties hereto have caused this Termination to be duly executed on March 27, 1998. SODEXHO ALLIANCE, S.A. ------------------------------------------ Name: Title: SODEXHO USA, Inc. ------------------------------------------ Name: Title: _____________ dt 1548945 ;	Sodexho Alliance, SA Sodexho Alliance, SA ( Apparel ) As referenced in this Assistance Agreement: SODEXHO ALLIANCE, – OF MARCH 27, 1998 Exhibit 99.(d)(5) ASSISTANCE AGREEMENT This ASSISTANCE AGREEMENT (this "Agreement") is made and entered into as of March 27, 1998 by and between SODEXHO ALLIANCE, S.A. a societe anonyme organized under the laws of the Republic of France ("Sodexho"), and MARRIOTT INTERNATIONAL, INC., a Delaware corporation to be renamed "Sodexho Marriott Services, Inc." (" _____________ Sodexho Alliance, – Financial Officer With a copy to: Sodexho Marriott Services, Inc. 10400 Fernwood Road Bethesda, MD 20817 U.S.A. Fax: (301) 380-6727 Attn: General Counsel If to Sodexho, to: Sodexho Alliance, S.A. 3, avenue Newton 78180 Montigny Le Bretonneux France Fax: 011-33-1-3085-5005 Attn: Bernard Carton All such notices, requests and other communications shall be deemed _____________ SODEXHO ALLIANCE, – injunction or any other equitable remedy which may then be available. 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. SODEXHO ALLIANCE, S.A. /s/ Bernard Carton ------------------------------------------ Name: Bernard Carton Title: Senior Vice President And Chief Financial Officer MARRIOTT INTERNATIONAL, INC. (to be renamed "Sodexho Marriott Services, Inc.") /s/ Lawrence E. _____________ Sodexho Alliance, – Termination of Assistance Agreement The undersigned hereby agree that, effective as of the date hereof, the Assistance Agreement (the "1992 Agreement") dated as of September 1, 1992, as amended, between Sodexho Alliance, S.A. ("Sodexho SA") and Sodexho USA, Inc. ("Sodexho USA") shall terminate and have no further force or effect. Sodexho SA shall promptly issue to Sodexho USA an invoice _____________ SODEXHO ALLIANCE, – 1992 Agreement, and Sodexho USA shall promptly make payment in respect thereof. IN WITNESS WHEREOF, the parties hereto have caused this Termination to be duly executed on March 27, 1998. SODEXHO ALLIANCE, S.A. ------------------------------------------ Name: Title: SODEXHO USA, Inc. ------------------------------------------ Name: Title: _____________ dt 1360599
Preview Full Doc	2001	Assistance Agreement Assistance Agreement (22K) Doc #1397239: Click preview link for longer preview. ASSISTANCE AGREEMENT This ASSISTANCE AGREEMENT (this "Agreement") is made and entered into as of March 27, 1998 by and between SODEXHO ALLIANCE, S.A. a societe anonyme organized under the laws of the Republic of France ("Sodexho"), and MARRIOTT INTERNATIONAL, INC., a Delaware corporation to be renamed "Sodexho Marriott Services, Inc." ("SMS"). W I T N E S S E T H: WHEREAS, Sodexho has significant experience and knowledge in the administration, trading, organization, . . . 1397239	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Assistance Agreement: MARRIOTT INTERNATIONAL, INC – made and entered into as of March 27, 1998 by and between SODEXHO ALLIANCE, S.A. a societe anonyme organized under the laws of the Republic of France ("Sodexho"), and MARRIOTT INTERNATIONAL, INC ., a Delaware corporation to be renamed "Sodexho Marriott Services, Inc." ("SMS"). W I T N E S S E T H: WHEREAS, Sodexho has significant experience and knowledge in _____________ Marriott International, Inc – dated as of the date hereof by and between Sodexho and SMS (the "Royalty Agreement"), the Agreement and Plan of Merger dated as of September 30, 1997 by and among Marriott International, Inc . ("MII"), Marriott-ICC Merger Corp., New Marriott MI, Inc. ("Spinco"), Sodexho and International Catering Corporation, as amended (the "Merger Agreement"), the Distribution Agreement dated as of September 30, 1997 _____________ MARRIOTT INTERNATIONAL, INC – hereto have executed this Agreement as of the date first above written. SODEXHO ALLIANCE, S.A. /s/ Bernard Carton ------------------------------------------ Name: Bernard Carton Title: Senior Vice President And Chief Financial Officer MARRIOTT INTERNATIONAL, INC . (to be renamed "Sodexho Marriott Services, Inc.") /s/ Lawrence E. Hyatt ------------------------------------------ Name: Lawrence E. Hyatt Title: Vice President <PAGE> Annex A Termination of Assistance Agreement The undersigned _____________ dt 1326894 ; Sodexho Alliance, SA Sodexho Alliance, SA ( Restaurants ) As referenced in this Assistance Agreement: SODEXHO ALLIANCE, – lt;TEXT> <PAGE> Exhibit 99.(d)(5) ASSISTANCE AGREEMENT This ASSISTANCE AGREEMENT (this "Agreement") is made and entered into as of March 27, 1998 by and between SODEXHO ALLIANCE, S.A. a societe anonyme organized under the laws of the Republic of France ("Sodexho"), and MARRIOTT INTERNATIONAL, INC., a Delaware corporation to be renamed "Sodexho Marriott Services, Inc." (" _____________ Sodexho Alliance, – Financial Officer With a copy to: Sodexho Marriott Services, Inc. 10400 Fernwood Road Bethesda, MD 20817 U.S.A. Fax: (301) 380-6727 Attn: General Counsel If to Sodexho, to: Sodexho Alliance, S.A. 3, avenue Newton 78180 Montigny Le Bretonneux France Fax: 011-33-1-3085-5005 Attn: Bernard Carton All such notices, requests and other communications shall be deemed _____________ SODEXHO ALLIANCE, – any other equitable remedy which may then be available. 9 <PAGE> IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. SODEXHO ALLIANCE, S.A. /s/ Bernard Carton ------------------------------------------ Name: Bernard Carton Title: Senior Vice President And Chief Financial Officer MARRIOTT INTERNATIONAL, INC. (to be renamed "Sodexho Marriott Services, Inc.") /s/ Lawrence E. _____________ Sodexho Alliance, – Termination of Assistance Agreement The undersigned hereby agree that, effective as of the date hereof, the Assistance Agreement (the "1992 Agreement") dated as of September 1, 1992, as amended, between Sodexho Alliance, S.A. ("Sodexho SA") and Sodexho USA, Inc. ("Sodexho USA") shall terminate and have no further force or effect. Sodexho SA shall promptly issue to Sodexho USA an invoice _____________ SODEXHO ALLIANCE, – 1992 Agreement, and Sodexho USA shall promptly make payment in respect thereof. IN WITNESS WHEREOF, the parties hereto have caused this Termination to be duly executed on March 27, 1998. SODEXHO ALLIANCE, S.A. ------------------------------------------ Name: Title: SODEXHO USA, Inc. ------------------------------------------ Name: Title: </TEXT> </DOCUMENT> _____________ dt 1548953 ;	Sodexho Alliance, SA Sodexho Alliance, SA ( Apparel ) As referenced in this Assistance Agreement: SODEXHO ALLIANCE, – lt;TEXT> <PAGE> Exhibit 99.(d)(5) ASSISTANCE AGREEMENT This ASSISTANCE AGREEMENT (this "Agreement") is made and entered into as of March 27, 1998 by and between SODEXHO ALLIANCE, S.A. a societe anonyme organized under the laws of the Republic of France ("Sodexho"), and MARRIOTT INTERNATIONAL, INC., a Delaware corporation to be renamed "Sodexho Marriott Services, Inc." (" _____________ Sodexho Alliance, – Financial Officer With a copy to: Sodexho Marriott Services, Inc. 10400 Fernwood Road Bethesda, MD 20817 U.S.A. Fax: (301) 380-6727 Attn: General Counsel If to Sodexho, to: Sodexho Alliance, S.A. 3, avenue Newton 78180 Montigny Le Bretonneux France Fax: 011-33-1-3085-5005 Attn: Bernard Carton All such notices, requests and other communications shall be deemed _____________ SODEXHO ALLIANCE, – any other equitable remedy which may then be available. 9 <PAGE> IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. SODEXHO ALLIANCE, S.A. /s/ Bernard Carton ------------------------------------------ Name: Bernard Carton Title: Senior Vice President And Chief Financial Officer MARRIOTT INTERNATIONAL, INC. (to be renamed "Sodexho Marriott Services, Inc.") /s/ Lawrence E. _____________ Sodexho Alliance, – Termination of Assistance Agreement The undersigned hereby agree that, effective as of the date hereof, the Assistance Agreement (the "1992 Agreement") dated as of September 1, 1992, as amended, between Sodexho Alliance, S.A. ("Sodexho SA") and Sodexho USA, Inc. ("Sodexho USA") shall terminate and have no further force or effect. Sodexho SA shall promptly issue to Sodexho USA an invoice _____________ SODEXHO ALLIANCE, – 1992 Agreement, and Sodexho USA shall promptly make payment in respect thereof. IN WITNESS WHEREOF, the parties hereto have caused this Termination to be duly executed on March 27, 1998. SODEXHO ALLIANCE, S.A. ------------------------------------------ Name: Title: SODEXHO USA, Inc. ------------------------------------------ Name: Title: </TEXT> </DOCUMENT> _____________ dt 1360607 ; Sodexho Marriott Services Sodexho Marriott Services Inc
Preview Full Doc	2003	Assumption and Reimbursement Agreement Assumption and Reimbursement Agreement (174K) Doc #152378: Click preview link for longer preview. ASSUMPTION AND REIMBURSEMENT AGREEMENT (CNL) This ASSUMPTION AND REIMBURSEMENT AGREEMENT (this "Agreement") is made effective as of March 28, 2003, by and among MARRIOTT INTERNATIONAL, INC., a Delaware corporation ("Marriott Parent"), MARRIOTT CONTINUING CARE, LLC, a Delaware limited liability company ("MCC" and, together with Marriott Parent, "Assignors"), CNL RETIREMENT PROPERTIES, INC., a Delaware corporation ("CNL Parent"), CNL Retirement MA3 Pennsylvania, LP, a Delaware limited partnership ("PA Assignee"), and CNL Retirement MA3 Virginia, LP, a Delaware limited partnership ("VA Assignee" and, together with PA Assignee, "Operating Assignees;" Operating Assignees and CNL Parent, collectively, "Assignees"). RECITALS A. On the date hereof, pursuant to a Purchase and Sale Agreement dated as of December 20, 2002 by and among MCC (as Seller), CNL Retirement MA3, LP, a Delaware limited partnership, or assigns (as Purchaser), Marriott Parent and CNL Parent (as amended or modified from time to time, the "Real Estate Purchase Agreement"), the VA Assignee is purchasing from MCC the senior living facility located in Ft. Belvoir, Virginia more specifically described in Exhibit A-1 attached hereto (the "Fairfax") and PA Assignee is purchasing the senior living facility located in Haverford, Pennsylvania more specifically described in Exhibit A-2 attached hereto (the "Quadrangle," and collectively with the Fairfax, the "Facilities"); and, pursuant to a Stock Purchase Agreement dated as of December 30, 2002 by and among Marriott Parent, Sunrise Assisted Living, Inc. ("Sunrise") and certain affiliates of Marriott Parent (as amended or modified from time to time, the "Stock Purchase Agreement"), Sunrise is acquiring all of the issued and outstanding stock of Marriott Senior Living Services, Inc., a Delaware corporation to be renamed Sunrise Senior Living Services, Inc. (the "Company") and, indirectly through the Company, all of the issued and outstanding stock of MCC (capitalized terms used and not defined herein shall have the meanings given them in the Real Estate Purchase Agreement); B. Each of MCC, Company (as predecessor to MCC) and Marriott Retirement Communities - Haverford, Inc. (as predecessor to Company and MCC) have from time to time issued to residents of the Quadrangle and to certain other Persons in connection with continuing care arrangements at the Quadrangle obligations known as "Lifecare Bonds" as more specifically described on Schedule 1 hereto (the "Outstanding Quadrangle Bonds"); C. Each of MCC, Company (as predecessor to MCC) and Marriott Retirement Communities - Fairfax, Inc., as predecessor to Company and MCC, have from time to time issued to residents of the Fairfax and to certain other Persons in connection with continuing care arrangements at the Fairfax obligations known as "Lifecare Bonds" as more specifically described on Schedule 2 hereto (the "Outstanding Fairfax Bonds" and, together with the Outstanding Quadrangle Bonds, the "Outstanding Bonds"); D. Pursuant to the Lifecare Agreements of Undertaking set forth on Schedule 3 hereto (the "Lifecare Undertakings"), Marriott Parent has agreed to provide all financial and other support that may be required to comply with obligations under "Lifecare Bonds" issued in respect of the Facilities ("Lifecare Bonds") and continuing care agreements entered into in respect of the Facilities ("Continuing Care Agreements"); E. Pursuant to the Host Marriott Indemnity Agreement, dated as of October 8, 1993, among Marriott International, Inc., Marriott Senior Living Services, Inc., Marriott Corporation, HMC Retirement Properties, Inc. and HMH Properties, Inc. (the "Host Marriott Indemnity Agreement," and, together with the Lifecare Undertakings, the "Parent Lifecare Agreements"), Marriott Parent has agreed to indemnify and hold harmless Host Marriott Corporation from and against liabilities in respect of Continuing Care Agreements and Lifecare Bonds; F. Pursuant to the Real Estate Purchase Agreement, PA Operating Assignee and VA Operating Assignee respectively have agreed to assume and perform all of the obligations of MCC in respect of the Outstanding Quadrangle Bonds and the Outstanding Fairfax Bonds respectively; and CNL Parent has agreed to assume all of the financial obligations of Marriott Parent under the Parent Lifecare Agreements and to indemnify and reimburse Marriott Parent as provided herein; G. Pursuant to the Real Estate Purchase Agreement, contemporaneous with the execution and delivery hereof, VA Operating Assignee is entering into a Deed of Trust, Assignment of Rents and Security Agreement dated as of the date hereof granting to Marriott Parent a lien on and security interest in the Fairfax as security for the obligations of Assignees to Marriott Parent hereunder (the "VA Deed of Trust") and PA Operating Assignee is entering into a Mortgage, Assignment of Rents and Security Agreement dated as of the date hereof granting to Marriott Parent a lien on and security interest in the Quadrangle as security for the obligations of Assignees to Marriott Parent hereunder (the "PA Mortgage" and with the VA Deed of Trust, collectively, the "Mortgages"); H On the date hereof, MCC and Operating Assignees are entering into certain lease agreements in respect of the Facilities (collectively, the "Operating Agreements"), and, pursuant thereto, from and after the Closing, Lifecare Bonds will be issued by MCC or another Affiliate of Sunrise, Continuing Care Agreements will be entered into by MCC or another Affiliate of Sunrise, and CNL Parent will provide financial support in respect thereof; and I. Assignors and Assignees desire to confirm the foregoing assumptions and agreements, and to provide certain related assurances; and MCC and Operating Assignees desire to consent to the assumption by CNL Parent of Marriott Parent's financial obligations with respect to the Parent Lifecare Undertakings, all on the terms and conditions set forth herein. AGREEMENT NOW, THEREFORE, in consideration of the premises, the agreements and covenants herein contained and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Assignment. (a) MCC hereby assigns to VA Operating Assignee all of the obligations, liabilities, duties and covenants to be performed by MCC or any Affiliate of MCC after the date hereof under or in respect of each of the Outstanding Fairfax Bonds (the "Assumed Fairfax Obligations"). (b) MCC hereby assigns to PA Operating Assignee all of the obligations, liabilities, duties and covenants to be performed by MCC or any Affiliate of MCC after the date hereof under or in respect of each of the Outstanding Quadrangle Bonds (the "Assumed Quadrangle Obligations" and, together with the Assumed Fairfax Obligations, the "Assumed Operating Obligations"). (c) Marriott Parent hereby assigns to CNL Parent and the Operating Assignees, as joint and several obligors, all of the financial obligations, liabilities, duties and covenants to be performed by Marriott Parent or any Affiliate of Marriott Parent after the date hereof under each of the Lifecare Undertakings and, to the extent related to Lifecare Bonds or Continuing Care Agreements, the Host Marriott Indemnity Agreement (collectively, the "Assumed Parent Obligations" and, together with the Assumed Operating Obligations, the "Assumed Obligations"). For the avoidance of doubt, (i) the parties acknowledge that, pursuant to the Operating Agreements, the management and operation of the Facilities from and after the Closing, including the provision of living accommodations, facilities, services and programs provided for in the Continuing Care Agreements, will be the exclusive responsibility of MCC and/or its Affiliates, and (ii) without limiting the obligation of Assignees to (x) provide financial support in respect of Lifecare Bonds and Continuing Care Agreements, (y) reimburse and indemnify Marriott Parent in accordance with the terms hereof, and (z) provide for operation of the Facilities by entities not affiliated with CNL Parent pursuant to the Operating Agreements or successor leases, management agreements, operating agreements or contracts, the parties agree that nothing in this Agreement shall obligate CNL Parent or its Affiliates to provide directly the living accommodations, facilities, services and programs provided for in the Continuing Care Agreements. 2. Assumption. Each Assignee hereby (i) accepts the foregoing assignment to such Assignee, (ii) irrevocably assumes each of the Assumed Obligations assigned to such Assignee, (iii) unconditionally agrees to pay or otherwise discharge the Assumed Obligations assigned to such Assignee when and as the same may be due, and (iv) consents to each other assignment and 152378	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Assumption and Reimbursement Agreement: MARRIOTT INTERNATIONAL, INC – ASSUMPTION AND REIMBURSEMENT AGREEMENT (CNL) This ASSUMPTION AND REIMBURSEMENT AGREEMENT (this "Agreement") is made effective as of March 28, 2003, by and among MARRIOTT INTERNATIONAL, INC ., a Delaware corporation ("Marriott Parent"), MARRIOTT CONTINUING CARE, LLC, a Delaware limited liability company ("MCC" and, together with Marriott Parent, "Assignors"), CNL _____________ Marriott International, Inc – in respect of the Facilities ("Continuing Care Agreements"); E. Pursuant to the Host Marriott Indemnity Agreement, dated as of October 8, 1993, among Marriott International, Inc ., Marriott Senior Living Services, Inc., Marriott Corporation, HMC Retirement Properties, Inc. and HMH Properties, Inc. (the "Host Marriott Indemnity Agreement," and, together _____________ "Marriott International, Inc – dress or design owned by Marriott Parent or its Affiliates, including the word mark "Marriott" (the "Marriott Word Mark"), the name and mark "Marriott International, Inc .", the "M" logo (a copy of which is attached hereto as Schedule (4)) or any composite or other name or mark containing " _____________ Marriott International, Inc – or required delivery shall automatically be extended to the next Business Day. All such notices shall be addressed, if to Marriott Parent, to: Marriott International, Inc . 10400 Fernwood Road Bethesda, Maryland 20817 Attn: Chief Financial Officer with a copy to: Marriott International, Inc. 10400 Fernwood Road Bethesda, Maryland _____________ Marriott International, Inc – addressed, if to Marriott Parent, to: Marriott International, Inc. 10400 Fernwood Road Bethesda, Maryland 20817 Attn: Chief Financial Officer with a copy to: Marriott International, Inc . 10400 Fernwood Road Bethesda, Maryland 20817 Attn: General Counsel and Marriott International, Inc. 10400 Fernwood Road Bethesda, Maryland 20817 Attn: Treasurer and _____________ dt 275874 ; Citibank Citibank, NA As referenced in this Assumption and Reimbursement Agreement: Citibank, N.A. – first to interest due, if any, and then to the principal of the Parent Reimbursement Obligations. (iii) "Prime Rate" means the rate that Citibank, N.A. (or any successor entity) publishes from time to time as its prime lending rate, as in effect from time to time. (b) _____________ dt 145935 ; Host Marriott Host Marriott Corp. ( Real Estate ) As referenced in this Assumption and Reimbursement Agreement: Host Marriott Corp – Host Marriott Indemnity Agreement," and, together with the Lifecare Undertakings, the "Parent Lifecare Agreements"), Marriott Parent has agreed to indemnify and hold harmless Host Marriott Corp oration from and against liabilities in respect of Continuing Care Agreements and Lifecare Bonds; F. Pursuant to the Real Estate Purchase Agreement, PA _____________ Host Marriott Corp – feet to the first mentioned point and place of BEGINNING. BEING known as 3300 Darby Road, Haverford, Pennsylvania. BEING the same premises which Host Marriott Corp oration, a Delaware corporation by Quit Claim Deed dated 3/26/1998 and recorded 4/24/1998 in the County of Delaware in _____________ dt 110501 ;	Sunrise Senior Sunrise Senior Living Services, Inc. ( Miscellany ) As referenced in this Assumption and Reimbursement Agreement: Sunrise Senior Living Services, Inc – Agreement"), Sunrise is acquiring all of the issued and outstanding stock of Marriott Senior Living Services, Inc., a Delaware corporation to be renamed Sunrise Senior Living Services, Inc . (the "Company") and, indirectly through the Company, all of the issued and outstanding stock of MCC (capitalized terms used and not defined _____________ dt 268264 ; Arent Fox Arent Fox PLLC ( Legal ) As referenced in this Assumption and Reimbursement Agreement: Arent Fox – General Counsel and Marriott International, Inc. 10400 Fernwood Road Bethesda, Maryland 20817 Attn: Treasurer and Arent Fox Kintner Plotkin & Kahn, PLLC 1050 Connecticut Avenue, N.W. Washington, DC 20036-5339 Attn: dt 29266 ; Hogan & Hartson Hogan & Hartson ( Legal ) As referenced in this Assumption and Reimbursement Agreement: Hogan & Hartson – Counsel Telecopier No.: (703) 744-1628 With a copy to (which shall not constitute notice): Hogan & Hartson LLP 555 Thirteenth Street, N.W. Washington, D.C. 20004 Attention: George P. Barsness Telecopier dt 37316
Preview Full Doc	2003	Assumption and Reimbursement Agreement Assumption and Reimbursement Agreement (45K) Doc #152379: Click preview link for longer preview. ASSUMPTION AND REIMBURSEMENT AGREEMENT This ASSUMPTION AND REIMBURSEMENT AGREEMENT (this "Assumption Agreement" or "Agreement") is made effective as of March 28, 2003, by and among MARRIOTT INTERNATIONAL, INC., a Delaware corporation ("Assignor"), SUNRISE ASSISTED LIVING, INC., a Delaware corporation ("Assignee"), MARRIOTT SENIOR LIVING SERVICES, INC., a Delaware corporation to be renamed Sunrise Senior Living Services, Inc. ("Company"), and MARRIOTT CONTINUING CARE, LLC, a Delaware limited liability company ("MCC"). RECITALS A. On the date hereof, pursuant to a Stock Purchase Agreement dated as of December 30, 2002, by and among Assignor, Assignee and certain affiliates of Assignor (as such agreement may be amended, supplemented or modified from time to time, the "Purchase Agreement"), Assignee is acquiring, indirectly, all of the issued and outstanding stock of Company (capitalized terms used and not defined herein shall have the meanings given them in the Purchase Agreement); B. Pursuant to the Lease Guaranties listed on Schedule 1 hereto (the "Lease Guaranties"), Assignor has guaranteed the obligations of Company under certain Leases and related agreements described on Schedule 2 hereto (the "Leases"); C. Pursuant to the Host Marriott Indemnity Agreement(s) listed on Schedule 1 hereto (the "Host Marriott Indemnity Agreement"), Assignor has indemnified Host Marriott against certain liabilities arising under the Lifecare Agreements of Undertaking (defined below); D. Pursuant to the Funding Guaranties set forth on Schedule 1 hereto (the "Funding Guaranties"), Parent has guaranteed the obligations of Company (or, in the case of the Funding Guaranty in favor of Care Institute - Texas, Marriott International Credit Corporation ("MICC")) under the Subordinate Loan Agreements described on Schedule 2 hereto (the "Loan Agreements"); and, pursuant to a Participation Agreement dated the date hereof, Company has acquired a 100% participation in all of the obligations of MICC under the Loan Agreement with Care Institute - Texas; E. Pursuant to the Lifecare Agreements of Undertaking set forth on Schedule 3 hereto (the "Lifecare Agreements of Undertaking" and, together with the Lease Guaranties, the Host Marriott Indemnity Agreement and the Funding Guaranties, the "Assumed Agreements"), Parent has agreed to provide all financial and other support that MCC may require to comply with its obligations under certain Lifecare Bonds and Continuing Care Agreements (collectively, the "Lifecare Obligations" and, together with the Leases and the Loan Agreements, the "Underlying Agreements") in favor of residents of the retirement communities known as "Bedford Court" and "The Colonnades" (together, the "Communities"); F. Pursuant to the Unconditional Guaranty of Payment (Limited) dated as of December 27, 2001 (the "Retained Guaranty") by Assignor and Company in favor of California 1 {PAGE} Bank & Trust ("CB&T"), Assignor and Company, as joint and several obligors, have guaranteed certain obligations of Senior Living of Denver, LLC ("Denver SLS") under a certain Promissory Note (the "Denver Note"); G. Pursuant to the Purchase Agreement, Assignee has agreed to assume and perform all of the obligations of Assignor and its Affiliates under each of the Lease Guaranties, the Host Marriott Indemnity Agreements, the Funding Guaranties, and the Lifecare Undertakings; Assignor has agreed to assume all of the obligations of Company under the Retained Guaranty; and Assignor, Assignee and Company desire to confirm such assumption, and to provide certain related assurances, all on the terms and conditions set forth herein; H. MCC desires to consent to the assumption by Assignee of Assignor's obligations with respect to the Lifecare Obligations, on the terms and conditions set forth herein; and I. Pursuant to the Stock Purchase Agreement, Assignee has assumed Sellers' Patient Injury Claims insurance program effective as of October 1, 2002 (with a retroactive date of October 1, 2001), and the parties hereto wish to provide certain assurances on the terms and conditions set forth herein respecting the liability of Assignee for self-insured retentions in respect of Buyer Patient Injury Claims (the "Insurance Retention Obligations"). AGREEMENT NOW, THEREFORE, in consideration of the premises, the agreements and covenants herein contained and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. ASSIGNMENT. (a) By Assignor. Assignor hereby assigns to Assignee all of the obligations, liabilities, duties and covenants to be performed by Assignor or any Affiliate of Assignor after the date hereof under each of the Lease Guaranties, the Host Marriott Indemnity Agreement, the Funding Guaranties, and the Lifecare Agreements of Undertaking (collectively, the "Assumed Obligations"). (b) By Company. Company hereby assigns to Assignor (x) all of the obligations, liabilities, duties and covenants to be performed by Company or any Affiliate of Company after the date hereof under the Retained Guaranty (the "Retained Obligations") and (y) all of the rights, if any, of Company under the Reimbursement Agreement dated December 27, 2001 between Assignor and Denver SLS (the "Denver Reimbursement Agreement") respecting the Retained Guaranty. 2. ASSUMPTION. (a) By Assignee. Assignee hereby (i) accepts the foregoing assignment of the Assumed Obligations, (ii) irrevocably assumes each of the Assumed Obligations, and (iii) unconditionally agrees to pay or otherwise discharge the Assumed Obligations when and as the same may be due. 152379	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Assumption and Reimbursement Agreement: MARRIOTT INTERNATIONAL, INC – REIMBURSEMENT AGREEMENT This ASSUMPTION AND REIMBURSEMENT AGREEMENT (this "Assumption Agreement" or "Agreement") is made effective as of March 28, 2003, by and among MARRIOTT INTERNATIONAL, INC ., a Delaware corporation ("Assignor"), SUNRISE ASSISTED LIVING, INC., a Delaware corporation ("Assignee"), MARRIOTT SENIOR LIVING SERVICES, INC., a Delaware corporation to be _____________ MARRIOTT INTERNATIONAL, INC – PAGE} IN WITNESS WHEREOF, the parties have caused this Assumption Agreement to be executed as of the date first set forth above. ASSIGNOR: MARRIOTT INTERNATIONAL, INC . By: /s/ Michael F. Dearing Name: Michael F. Dearling Title: Vice President ASSIGNEE: SUNRISE ASSISTED LIVING, INC By: /s/ Thomas B. Newell _____________ Marriott International, Inc – the undersigned, a Notary Public in and for the jurisdiction aforesaid, do hereby certify that Michael Dearing, whose name as Authorized Signatory of Marriott International, Inc ., a Delaware corporation, is signed to the foregoing and annexed instrument, did personally appear before me this day and acknowledged the same _____________ Marriott International, Inc – the foregoing and annexed instrument, did personally appear before me this day and acknowledged the same to be the act and deed of Marriott International, Inc . GIVEN under my hand and seal this 27th day of March, 2003. /s/ Donna M. Gorman NOTARY PUBLIC [Notarial Seal] My Commission _____________ dt 275876 ; Sunrise Senior Sunrise Senior Living Services, Inc. ( Miscellany ) As referenced in this Assumption and Reimbursement Agreement: Sunrise Senior Living Services, Inc – a Delaware corporation ("Assignor"), SUNRISE ASSISTED LIVING, INC., a Delaware corporation ("Assignee"), MARRIOTT SENIOR LIVING SERVICES, INC., a Delaware corporation to be renamed Sunrise Senior Living Services, Inc . ("Company"), and MARRIOTT CONTINUING CARE, LLC, a Delaware limited liability company ("MCC"). RECITALS A. On the date hereof, pursuant to a Stock _____________ dt 268265 ;	Sunrise Senior Sunrise Senior Living, Inc. ( Healthcare Facilities ) ; Sunrise Assisted Living, Inc.
Preview Full Doc	2003	Assumption and Reimbursement Agreement Assumption and Reimbursement Agreement (55K) Doc #152380: Click preview link for longer preview. ASSUMPTION AND REIMBURSEMENT AGREEMENT (CNL) This ASSUMPTION AND REIMBURSEMENT AGREEMENT (this "Agreement") is made effective as of March 28, 2003, by and among MARRIOTT INTERNATIONAL, INC., a Delaware corporation ("Marriott Parent"), MARRIOTT CONTINUING CARE, LLC, a Delaware limited liability company ("MCC" and, together with Marriott Parent, "Assignors"), CNL RETIREMENT PROPERTIES, INC., a Delaware corporation ("CNL Parent"), CNL Retirement MA3 Pennsylvania, LP, a Delaware limited partnership ("PA Assignee"), and CNL Retirement MA3 Virginia, LP, a Delaware limited partnership ("VA Assignee" and, together with PA Assignee, "Operating Assignees;" Operating Assignees and CNL Parent, collectively, "Assignees"). RECITALS A. On the date hereof, pursuant to a Purchase and Sale Agreement dated as of December 20, 2002 by and among MCC (as Seller), CNL Retirement MA3, LP, a Delaware limited partnership, or assigns (as Purchaser), Marriott Parent and CNL Parent (as amended or modified from time to time, the "Real Estate Purchase Agreement"), the VA Assignee is purchasing from MCC the senior living facility located in Ft. Belvoir, Virginia more specifically described in EXHIBIT A-1 attached hereto (the "Fairfax") and PA Assignee is purchasing the senior living facility located in Haverford, Pennsylvania more specifically described in EXHIBIT A-2 attached hereto (the "Quadrangle," and collectively with the Fairfax, the "Facilities"); and, pursuant to a Stock Purchase Agreement dated as of December 30, 2002 by and among Marriott Parent, Sunrise Assisted Living, Inc. ("Sunrise") and certain affiliates of Marriott Parent (as amended or modified from time to time, the "Stock Purchase Agreement"), Sunrise is acquiring all of the issued and outstanding stock of Marriott Senior Living Services, Inc., a Delaware corporation to be renamed Sunrise Senior Living Services, Inc. (the "Company") and, indirectly through the Company, all of the issued and outstanding stock of MCC (capitalized terms used and not defined herein shall have the meanings given them in the Real Estate Purchase Agreement); B. Each of MCC, Company (as predecessor to MCC) and Marriott Retirement Communities - Haverford, Inc. (as predecessor to Company and MCC) have from time to time issued to residents of the Quadrangle and to certain other Persons in connection with continuing care arrangements at the Quadrangle obligations known as "Lifecare Bonds" as more specifically described on Schedule 1 hereto (the "Outstanding Quadrangle Bonds"); C. Each of MCC, Company (as predecessor to MCC) and Marriott Retirement Communities - Fairfax, Inc., as predecessor to Company and MCC, have from time to time issued to residents of the Fairfax and to certain other Persons in connection with continuing care arrangements at the Fairfax obligations known as "Lifecare Bonds" as more specifically 1 {PAGE} described on Schedule 2 hereto (the "Outstanding Fairfax Bonds" and, together with the Outstanding Quadrangle Bonds, the "Outstanding Bonds"); D. Pursuant to the Lifecare Agreements of Undertaking set forth on Schedule 3 hereto (the "Lifecare Undertakings"), Marriott Parent has agreed to provide all financial and other support that may be required to comply with obligations under "Lifecare Bonds" issued in respect of the Facilities ("Lifecare Bonds") and continuing care agreements entered into in respect of the Facilities ("Continuing Care Agreements"); E. Pursuant to the Host Marriott Indemnity Agreement, dated as of October 8, 1993, among Marriott International, Inc., Marriott Senior Living Services, Inc., Marriott Corporation, HMC Retirement Properties, Inc. and HMH Properties, Inc. (the "Host Marriott Indemnity Agreement," and, together with the Lifecare Undertakings, the "Parent Lifecare Agreements"), Marriott Parent has agreed to indemnify and hold harmless Host Marriott Corporation from and against liabilities in respect of Continuing Care Agreements and Lifecare Bonds; F. Pursuant to the Real Estate Purchase Agreement, PA Operating Assignee and VA Operating Assignee respectively have agreed to assume and perform all of the obligations of MCC in respect of the Outstanding Quadrangle Bonds and the Outstanding Fairfax Bonds respectively; and CNL Parent has agreed to assume all of the financial obligations of Marriott Parent under the Parent Lifecare Agreements and to indemnify and reimburse Marriott Parent as provided herein; G. Pursuant to the Real Estate Purchase Agreement, contemporaneous with the execution and delivery hereof, VA Operating Assignee is entering into a Deed of Trust, Assignment of Rents and Security Agreement dated as of the date hereof granting to Marriott Parent a lien on and security interest in the Fairfax as security for the obligations of Assignees to Marriott Parent hereunder (the "VA Deed of Trust") and PA Operating Assignee is entering into a Mortgage, Assignment of Rents and Security Agreement dated as of the date hereof granting to Marriott Parent a lien on and security interest in the Quadrangle as security for the obligations of Assignees to Marriott Parent hereunder (the "PA Mortgage" and with the VA Deed of Trust, collectively, the "Mortgages"); H. On the date hereof, MCC and Operating Assignees are entering into certain lease agreements in respect of the Facilities (collectively, the "Operating Agreements"), and, pursuant thereto, from and after the Closing, Lifecare Bonds will be issued by MCC or another Affiliate of Sunrise, Continuing Care Agreements will be entered into by MCC or another Affiliate of Sunrise, and CNL Parent will provide financial support in respect thereof; and I. Assignors and Assignees desire to confirm the foregoing assumptions and agreements, and to provide certain related assurances; and MCC and Operating Assignees desire to consent to the assumption by CNL Parent of Marriott Parent's financial obligations with respect to the Parent Lifecare Undertakings, all on the terms and conditions set forth herein. AGREEMENT NOW, THEREFORE, in consideration of the premises, the agreements and covenants herein contained and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 152380	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Assumption and Reimbursement Agreement: MARRIOTT INTERNATIONAL, INC – ASSUMPTION AND REIMBURSEMENT AGREEMENT (CNL) This ASSUMPTION AND REIMBURSEMENT AGREEMENT (this "Agreement") is made effective as of March 28, 2003, by and among MARRIOTT INTERNATIONAL, INC ., a Delaware corporation ("Marriott Parent"), MARRIOTT CONTINUING CARE, LLC, a Delaware limited liability company ("MCC" and, together with Marriott Parent, "Assignors"), CNL _____________ Marriott International, Inc – in respect of the Facilities ("Continuing Care Agreements"); E. Pursuant to the Host Marriott Indemnity Agreement, dated as of October 8, 1993, among Marriott International, Inc ., Marriott Senior Living Services, Inc., Marriott Corporation, HMC Retirement Properties, Inc. and HMH Properties, Inc. (the "Host Marriott Indemnity Agreement," and, together _____________ "Marriott International, Inc – dress or design owned by Marriott Parent or its Affiliates, including the word mark "Marriott" (the "Marriott Word Mark"), the name and mark "Marriott International, Inc .", the "M" logo (a copy of which is attached hereto as Schedule (4)) or any composite or other name or mark containing " _____________ Marriott International, Inc – or required delivery shall automatically be extended to the next Business Day. All such notices shall be addressed, if to Marriott Parent, to: Marriott International, Inc . 10400 Fernwood Road Bethesda, Maryland 20817 Attn: Chief Financial Officer with a copy to: Marriott International, Inc. 10400 Fernwood Road Bethesda, Maryland _____________ Marriott International, Inc – addressed, if to Marriott Parent, to: Marriott International, Inc. 10400 Fernwood Road Bethesda, Maryland 20817 Attn: Chief Financial Officer with a copy to: Marriott International, Inc . 10400 Fernwood Road Bethesda, Maryland 20817 Attn: General Counsel 14 {PAGE} and Marriott International, Inc. 10400 Fernwood Road Bethesda, Maryland 20817 Attn: _____________ dt 275879 ; Citibank Citibank, NA As referenced in this Assumption and Reimbursement Agreement: Citibank, N.A. – first to interest due, if any, and then to the principal of the Parent Reimbursement Obligations. (iii) "PRIME RATE" means the rate that Citibank, N.A. (or any successor entity) publishes from time to time as its prime lending rate, as in effect from time to time. (b) _____________ dt 145936 ; Host Marriott Host Marriott Corp. ( Real Estate ) As referenced in this Assumption and Reimbursement Agreement: Host Marriott Corp – Host Marriott Indemnity Agreement," and, together with the Lifecare Undertakings, the "Parent Lifecare Agreements"), Marriott Parent has agreed to indemnify and hold harmless Host Marriott Corp oration from and against liabilities in respect of Continuing Care Agreements and Lifecare Bonds; F. Pursuant to the Real Estate Purchase Agreement, PA _____________ dt 110502 ;	Sunrise Senior Sunrise Senior Living Services, Inc. ( Miscellany ) As referenced in this Assumption and Reimbursement Agreement: Sunrise Senior Living Services, Inc – Agreement"), Sunrise is acquiring all of the issued and outstanding stock of Marriott Senior Living Services, Inc., a Delaware corporation to be renamed Sunrise Senior Living Services, Inc . (the "Company") and, indirectly through the Company, all of the issued and outstanding stock of MCC (capitalized terms used and not defined _____________ dt 268266 ; Sunrise Senior Sunrise Senior Living, Inc. ( Healthcare Facilities ) ; More...
Preview Full Doc	2005	Consent and Agreement Consent and Agreement (54K) Doc #731531: Click preview link for longer preview. CONSENT AND AGREEMENT This CONSENT AND AGREEMENT (this ï¿½Consent and Agreementï¿½) is made and entered into as of July 22, 2005, by and among Marriott Hotel Services, Inc., a Delaware corporation (ï¿½MHSIï¿½), Synthetic American Fuel Enterprises Holdings, Inc., an Oregon corporation (ï¿½Holdingsï¿½ and together with MHSI, the ï¿½Marriott Entitiesï¿½), Synthetic American Fuel Enterprises I, LLC, a Delaware limited liability company (the ï¿½Companyï¿½), Serratus LLC, a Delaware limited liability company (ï¿½Sellerï¿½) and IL Synfuel LLC, a Delaware limited liability company (ï¿½Buyerï¿½). . . . 731531	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Consent and Agreement: Marriott International, Inc – 2003, made by MHSI in favor of Seller and the Company (as assigned, the MHSI Pledge Agreement), and (v) that certain guaranty dated as of January 28, 2003, made by Marriott International, Inc ., a Delaware corporation, in favor of Seller (as assigned, the Original Marriott Parent Guaranty), to the limited extent set forth in the Omnibus Assignment; WHEREAS, pursuant to Section 10. _____________ dt 1326859
Preview Full Doc	2003	Contribution Agreement Contribution Agreement (66K) Doc #176386: Click preview link for longer preview. CONTRIBUTION AGREEMENT BY AND AMONG CCC CHESAPEAKE LLC, a Delaware limited liability company, as the Contributor, BARCELO CRESTLINE CORPORATION, a Maryland corporation AND HIGHLAND HOSPITALITY, L.P., a Delaware limited partnership, as the Acquirer {PAGE} TABLE OF CONTENTS Page ---- ARTICLE I The Contribution....................................................1 1.1 Contribution of Contributed Assets....................................1 1.2 Consideration.........................................................1 1.3 Redemption Rights for Units...........................................3 1.4 Tax Consequences to Contributor.......................................3 ARTICLE II Representations and Covenants......................................3 2.1 Representations by Acquirer...........................................3 2.2 Representations by Contributor and BCC................................4 2.3 Satisfaction of Conditions...........................................10 2.4 Contributor's and BCC's Indemnity....................................10 2.5 Acquirer's Indemnity.................................................11 ARTICLE III Conditions Precedent to the Closing..............................11 3.1 Conditions to Acquirer's Obligations.................................11 3.2 Conditions to Contributor's Obligations..............................12 ARTICLE IV Closing and Closing Documents.....................................13 4.1 Closing..............................................................13 4.2 Contributor's Deliveries.............................................13 4.3 Acquirer's Deliveries................................................13 4.4 Fees and Expenses; Closing Costs.....................................14 4.5 Default Remedies.....................................................14 ARTICLE V Miscellaneous......................................................14 5.1 Notices..............................................................14 5.2 Entire Agreement; Modifications and Waivers; Cumulative Remedies.....15 5.3 Exhibits.............................................................16 5.4 Successors and Assigns...............................................16 5.5 Article Headings.....................................................16 5.6 Governing Law........................................................16 5.7 Counterparts.........................................................16 5.8 Survival.............................................................16 5.9 Further Acts.........................................................16 5.10 Severability........................................................16 5.11 Attorneys' Fees.....................................................16 5.12 Confidentiality.....................................................17 EXHIBITS A. Assignment B. Partnership Agreement {PAGE} CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this "Agreement") is made as of the 4th day of September, 2003 by and among CCC CHESAPEAKE LLC, a Delaware limited liability company (the "Contributor"); BARCELO CRESTLINE CORPORATION, a Maryland corporation ("BCC"); and HIGHLAND HOSPITALITY, L.P., a Delaware limited partnership (the "Acquirer"). RECITALS A. Portsmouth Hotel Associates, LLC, a Delaware limited liability company (the "Company") is the owner of the leasehold interest in the 250-room hotel and adjacent conference center known as the Renaissance Portsmouth Hotel and Conference Center located in the City of Portsmouth, Virginia (the "Project"). B. The Contributor is the record and beneficial owner of 66.67% of the membership interests in the Company (the "Contributed Assets"). Portsmouth Hotel Developers, LLC (the "Stormont Member") is the owner of 33.33% of the membership interests in the Company. BCC is the sole member of the Contributor. The Contributor desires to contribute the Contributed Assets to the Acquirer, and the Acquirer desires to acquire the Contributed Assets from the Contributor, on the terms and conditions hereinafter set forth. AGREEMENT NOW, THEREFORE, for and in consideration of the mutual covenants herein contained, the parties hereto agree as follows: ARTICLE I THE CONTRIBUTION 1.1 Contribution of Contributed Assets. The Contributor agrees to contribute and transfer the Contributed Assets to the Acquirer, and the Acquirer agrees to accept transfer of the Contributed Assets pursuant to the terms and conditions set forth in this Agreement. The Acquirer shall have the right (at its sole option) to designate and direct the Contributor to transfer all or a portion of the Contributed Assets to an affiliate of the Acquirer. The Contributed Assets shall be transferred to the Acquirer (and/or to its designees or affiliates) free and clear of all liens, encumbrances, security interests, prior assignments or conveyances, conditions, restrictions, claims, and other matters affecting title thereto. 1.2 Consideration. The total consideration (the "Consideration") for which the Contributor agrees to contribute and assign the Contributed Assets to the Acquirer, and which the Acquirer agrees to pay or deliver to BCC (as the Contributor's designee for such payment and delivery), subject to the terms of this Agreement, shall be the issuance to BCC of a number of units of limited partnership interests in the Acquirer ("Units") equal to (a) the excess of (i) Sixteen Million Eight Hundred Sixty-Six Thousand One Hundred Thirty-Two Dollars -1- {PAGE} ($16,866,132), which amount includes sixty-six and sixty-seven hundredths percent (66.67%) of the "Purchased Working Capital" (as defined below), over (ii) the sum of (1) the actual principal amount of the "Project Loan" (as defined below) which is paid off at Closing, plus (2) $1,750,000 (which is to be paid to the Stormont Member at the closing under that certain Contribution Agreement dated as of August 6, 2003 (the "Stormont Contribution Agreement") between the Stormont Member and the Acquirer), plus (3) the amount (if any) of the adjusted working capital paid to the Stormont Member after closing pursuant to Section 1.2 of the Stormont Contribution Agreement, divided by (b) the price (net of the underwriting discount) at which the common shares (the "Common Shares") of Highland Hospitality Corporation, a Maryland corporation (the "REIT"), are offered to (X) the public in the underwritten initial public offering of the Common Shares, or (Y) Qualified Institutional Buyers in a private placement of the Common Shares under Rule 144A of the Securities Act of 1933, as amended, either of which offering shall result in gross offering proceeds of not less than Two Hundred Million Dollars ($200,000,000) (either of which offering shall hereinafter be referred to as the "IPO") before any discounts or fees paid to underwriters or placement agents. No fractional Units will be issued as Consideration hereunder, but in lieu of issuing fractional Units, the value thereof shall be paid in cash. The Contributor hereby directs the Acquirer to issue and distribute the Units on the Closing Date (as defined below) directly to BCC, which executes this Agreement for the purpose of acknowledging and agreeing to such distribution of the Units to BCC and for the other purposes set forth herein. The Contributor and BCC acknowledge that any certificates evidencing the Units will bear appropriate legends indicating (i) that the Units have not been registered under the Securities Act of 1933, as amended ("Securities Act"), and (ii) that the Acquirer's Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement") will restrict the transfer of the Units. Upon receipt of the Units, BCC shall become a limited partner of the Acquirer and shall execute the Acquirer's Partnership Agreement. The Contributor and BCC acknowledge and agree that once Closing occurs, the Contributor shall no longer be a member of the Company, shall no longer be entitled to receive any distributions from the Company, and shall have no further right, title or interest in the Company. The term "Purchased Working Capital" shall mean the agreed upon sum of Two Hundred Fifty Thousand Dollars ($250,000), which amount represents the Company's good faith estimate of the Company's current assets shown on the hotel balance sheet (exclusive of any FF&E Reserves) less the Company's current liabilities shown on the hotel balance sheet at the close of business on the Closing Date. The Contributor shall be permitted an opportunity to review the books and records of the Company prior to the Closing Date (and for sixty (60) days thereafter) to verify the calculation of Purchased Working Capital and all other working capital as of the Closing Date ("Total Working Capital"). Within such sixty (60) day period, the parties hereto agree to calculate Total Working Capital as of the Closing Date (including any amounts in any escrow or reserve accounts (including the FF&E Reserves) as of the Closing Date). In the event that actual working capital at Closing is more or less than Two Hundred Fifty Thousand Dollars ($250,000), then the Contributor and BCC jointly and severally agree to pay to the Acquirer 66.67% of the amount by which actual working capital as of the Closing Date is less than $250,000, and the Acquirer will pay to BCC 66.67% of the amount by which actual working capital as of the Closing Date exceeds $250,000. The Contributor and BCC hereby acknowledge and agree that any such adjustments shall be deemed final. All such adjusted amounts shall be paid in cash (other than any portion thereof that was held in any escrow or 176386	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Contribution Agreement: Marriott International, Inc – Company's Operating Agreement), the Acquirer shall have obtained the consent of the Industrial Development Authority of the City of Portsmouth and/or Marriott International, Inc . (the "Franchisor") to (i) the Acquirer's acquisition of the Contributed Assets, (ii) the lease or sublease of the Project from the _____________ dt 275893 ; CCC Chesapeake LLC; Barcelo Crestline Corp.;	Highland Hospitality, LP; Portsmouth Hotel Associates, LLC; More...
Preview Full Doc	2003	Credit Agreement [Amended and Restated] Credit Agreement [Amended and Restated] (234K) Doc #269053: Click preview link for longer preview. AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of July 31, 2001, among INNKEEPERS USA TRUST, a Maryland real estate investment trust (the Trust) and INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited partnership (the Partnership) (the Trust and the Partnership are individually called a Borrower and collectively called Borrowers), each of the lenders that are a signatory hereto or that becomes a signatory hereto as provided in Section 13.11(a) (individually, together with its successors and permitted assigns, a Lender and collectively, the Lenders), BANK OF AMERICA, N.A. (Bank of America), a national banking association (formerly NationsBank, N.A.), as Administrative Agent (in such capacity, together with its successors and permitted assigns, Administrative Agent) and as Issuing Bank (in such capacity, together with its successors and permitted assigns, Issuing Bank), and CREDIT LYONNAIS NEW YORK BRANCH, as Syndication Agent (in such capacity, together with its successors and permitted assigns, Syndication Agent). RECITALS: 1. Reference is hereby made to that certain Amended and Restated Credit Agreement dated as of May 10, 2000, executed by Borrowers, Administrative Agent, the other Agents defined therein, and the Lenders defined therein (the Existing Agreement) pursuant to which such Lenders extended to Borrowers a revolving credit facility. 2. Borrowers, Agents, and Lenders desire to amend and restate the Existing Agreement as and pursuant to this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1 DEFINITIONS AND TERMS 1.1 Definitions. Unless otherwise indicated, as used in the Loan Documents: Additional Guarantors means Consolidated Affiliates of the Trust (other than the Partnership and Consolidated Affiliates that own any Borrowing Base Properties) that have Secured Recourse Debt. Adjusted CAD means, for the Trust as of any date of determination, (a) Cash Available for Distribution for the fiscal year most-recently ended, plus (b) Designated Net Proceeds, minus (c) all regularly scheduled principal payments in respect of all Liabilities of the Companies during the most-recently ended twelve (12) month period ending on or before the date of determination, minus (d) the greater of (i) all Distributions by the Trust during the most- recently ended twelve (12) month period ending on or before the date of determination, and (ii) the amount of Distributions required to be paid during such period in order for the Trust to qualify as a REIT. Adjusted EBITDA means, for any Person for any period, (a) EBITDA, minus (b) to the extent not already deducted from EBITDA, all ground lease payments, minus (c) a Capital Expenditure reserve equal to the greater of (i) four percent (4%) of Gross Room Revenue for such period with respect to all Properties owned by such Person, and (ii) any reserves required under all Operating Leases of such Person during such period. Adjusted Eurodollar Rate means, for any Eurodollar Borrowing for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined by Administrative Agent to be equal to the quotient obtained by dividing (a) the Eurodollar Rate (LIBOR) for such Eurodollar Borrowing for such Interest Period by (b) one (1) minus the Reserve Requirement for such Eurodollar Borrowing for such Interest Period. Adjusted FFO means, for the Trust as of any date of determination, (a) Funds from Operations for the fiscal year most recently ended, plus (b) Designated Net Proceeds, minus (c) all regularly scheduled principal payments in respect of all Liabilities of the Companies during the most-recently ended twelve (12) month period ending on or before the date of determination, minus (d) the greater of (i) all Distributions by the Trust during the most-recently ended twelve (12) month period ending on or before the date of determination, and (ii) the amount of Distributions required to be paid during such period in order for the Trust to qualify as a REIT. Adjusted Fixed Charges means, for any Person for any period, the sum of (a) all Debt Service during such period, (b) all Distributions paid or payable during such period in respect of any preferred Stock of such Person, and (c) all actual Capital Expenditures during such period. Adjusted NOI means, for any Hotel or any Borrowing Base Property for any period, (a) all lease payments pursuant to the Operating Lease for such Hotel or Borrowing Base Property, minus (b) any ground lease payments, minus (c) appropriate accruals for items such as annual taxes, insurance, or other operating expenses payable by the owner (as opposed to the applicable Lessee) of such Hotel or Borrowing Base Property reasonably determined by Administrative Agent with respect to such Hotel or Borrowing Base Property, minus (iv) a Capital Expenditure reserve equal to the greater of (A) four percent (4%) of Gross Room Revenue for such period, and (B) any reserves required under the Operating Lease for such Hotel or Borrowing Base Property, all as determined in accordance with accounting principles reasonably acceptable to Administrative Agent, consistently applied. If the Lessee of any Hotel or Borrowing Base Property is a wholly-owned Consolidated Affiliate of the Trust, then Adjusted NOI shall include the Net Income of such Consolidated Affiliate attributable to such Hotel or Borrowing Base Property. Administrative Agent is defined in the preamble. Affiliate of a Person means any other individual or entity who directly or indirectly controls, or is controlled by, or is under common control with, that Person. For purposes of this definition control, controlled by, and under common control with mean possession, directly or indirectly, of power to direct (or cause the direction of) management or policies (whether through ownership of voting Stock, by contract, or otherwise). Agent-Related Persons means Administrative Agent (including any successor administrative agent), together with its Affiliates (including, in the case of Bank of America, in its capacity as Administrative Agent, Banc of America Securities LLC), and the Representatives of such Persons and Affiliates. 269053	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Credit Agreement [Amended and Restated]: Marriott International, Inc – any predecessor Operating Lease paid to the immediately prior Lessee that was not a Consolidated Affiliate of the Trust. Approved Franchise means any Marriott International, Inc . Hilton Hotels Corporation, Bass Hotels & Resorts, Wyndham International, Inc., or Starwood Hotels & Resorts Worldwide Inc. franchise or license or another franchise or _____________ dt 275992 ; Innkeepers USA Innkeepers USA Trust ( Real Estate ) As referenced in this Credit Agreement [Amended and Restated]: INNKEEPERS USA TRUST – Exhibit 10.10 EX-10.10 3 dex1010.htm EXHIBIT 10.10 AMENDED AND RESTATED CREDIT AGREEMENT among INNKEEPERS USA TRUST and INNKEEPERS USA LIMITED PARTNERSHIP, as Borrowers BANK OF AMERICA, N.A., as Administrative Agent and as Issuing Bank CREDIT LYONNAIS NEW _____________ INNKEEPERS USA TRUST, – of Assignment and Acceptance AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of July 31, 2001, among INNKEEPERS USA TRUST, a Maryland real estate investment trust (the Trust) and INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited partnership (the Partnership) (the Trust and _____________ INNKEEPERS USA TRUST, – each Continuing Lenders Commitment. [Remainder of Page Intentionally Left Blank; Signature Pages Follow. ] 65 SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED PARTNERSHIP, BANK OF AMERICA, N. A., AS ADMINISTRATIVE AGENT, THE SYNDICATION AGENT DEFINED THEREIN, AND THE LENDERS DEFINED THEREIN _____________ INNKEEPERS USA TRUST, – A., AS ADMINISTRATIVE AGENT, THE SYNDICATION AGENT DEFINED THEREIN, AND THE LENDERS DEFINED THEREIN EXECUTED as of the day and year first mentioned. INNKEEPERS USA TRUST, a Maryland real estate investment trust, as a Borrower By: /s/ Mark Murphy Mark Murphy General Counsel and Secretary INNKEEPERS USA LIMITED _____________ INNKEEPERS USA TRUST, – Virginia corporation, General Partner By: /s/ Mark Murphy Mark Murphy Vice President and Secretary SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED PARTNERSHIP, BANK OF AMERICA, N. A., AS ADMINISTRATIVE AGENT, THE SYNDICATION AGENT DEFINED THEREIN, AND THE LENDERS DEFINED THEREIN _____________ dt 176910 ; Wyndham Wyndham International, Inc. ( Hotels & Motels ) As referenced in this Credit Agreement [Amended and Restated]: Wyndham International, Inc – Lessee that was not a Consolidated Affiliate of the Trust. Approved Franchise means any Marriott International, Inc. Hilton Hotels Corporation, Bass Hotels & Resorts, Wyndham International, Inc ., or Starwood Hotels & Resorts Worldwide Inc. franchise or license or another franchise or license approved by Required Lenders in writing. Assignment and _____________ dt 305916 ;	BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Credit Agreement [Amended and Restated]: BANC OF AMERICA SECURITIES LLC – As of July 31, 2001 FIRST UNION NATIONAL BANK, PNC BANK, NATIONAL ASSOCIATION, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents BANC OF AMERICA SECURITIES LLC and CREDIT LYONNAIS NEW YORK BRANCH, as Joint Lead Arrangers and Joint Book Managers TABLE OF CONTENTS Page SECTION 1 DEFINITIONS AND _____________ Banc of America Securities LLC – including any successor administrative agent), together with its Affiliates (including, in the case of Bank of America, in its capacity as Administrative Agent, Banc of America Securities LLC ), and the Representatives of such Persons and Affiliates. 2 Agents means Administrative Agent and Syndication Agent, and Agent means any one of _____________ dt 167337 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Credit Agreement [Amended and Restated]: BANK OF AMERICA, N.A. – 10 3 dex1010.htm EXHIBIT 10.10 AMENDED AND RESTATED CREDIT AGREEMENT among INNKEEPERS USA TRUST and INNKEEPERS USA LIMITED PARTNERSHIP, as Borrowers BANK OF AMERICA, N.A. , as Administrative Agent and as Issuing Bank CREDIT LYONNAIS NEW YORK BRANCH, as Syndication Agent and THE LENDERS NAMED HEREIN, as Lenders $ _____________ BANK OF AMERICA, N.A. – signatory hereto as provided in Section 13.11(a) (individually, together with its successors and permitted assigns, a Lender and collectively, the Lenders), BANK OF AMERICA, N.A. (Bank of America), a national banking association (formerly NationsBank, N.A.), as Administrative Agent (in such capacity, together with its successors and _____________ BANK OF AMERICA, N.A. – TRUST, INNKEEPERS USA LIMITED PARTNERSHIP, BANK OF AMERICA, N. A., AS ADMINISTRATIVE AGENT, THE SYNDICATION AGENT DEFINED THEREIN, AND THE LENDERS DEFINED THEREIN BANK OF AMERICA, N.A. , as Administrative Agent, Issuing Bank, and a Lender By: /s/ Roger C. Davis Name: Roger C. Davis Title: Vice President SIGNATURE PAGE _____________ BANK OF AMERICA, N.A. – Name: Roger C. Davis Title: Vice President SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED PARTNERSHIP, BANK OF AMERICA, N.A. , AS ADMINISTRATIVE AGENT, THE SYNDICATION AGENT DEFINED THEREIN, AND THE LENDERS DEFINED THEREIN CREDIT LYONNAIS NEW YORK BRANCH, as Syndication Agent and _____________ BANK OF AMERICA, N.A. – Bowers Name: David Bowers Title: Vice President SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED PARTNERSHIP, BANK OF AMERICA, N.A. , AS ADMINISTRATIVE AGENT, THE SYNDICATION AGENT DEFINED THEREIN, AND THE LENDERS DEFINED THEREIN FIRST UNION NATIONAL BANK, as a Lender By: /s/ _____________ dt 168578 ; More...
Preview Full Doc	2001	Credit Agreement [Amended and Restated] Credit Agreement [Amended and Restated] (264K) Doc #269098: Click preview link for longer preview. AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of May 10, 2000, among INNKEEPERS USA TRUST, a Maryland real estate investment trust (the "TRUST") and INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited partnership (the "PARTNERSHIP") (the Trust and the Partnership are individually called a "BORROWER" and collectively called "BORROWERS"), each of the lenders that are a signatory hereto or that becomes a signatory hereto as provided in SECTION 13.11(A) (individually, together with its successors and permitted assigns, a "LENDER" and collectively, the "LENDERS"), BANK OF AMERICA, N.A., a national banking association (formerly NationsBank, N.A.), as Administrative Agent (in such capacity, together with its successors and permitted assigns, "ADMINISTRATIVE AGENT") and as Issuing Bank (in such capacity, together with its successors and permitted assigns, "ISSUING BANK"), CREDIT LYONNAIS NEW YORK BRANCH, as Syndication Agent (in such capacity, together with its successors and permitted assigns, "SYNDICATION AGENT"), BANK ONE, N.A., as Documentation Agent (in such capacity, together with its successors and permitted assigns, "DOCUMENTATION AGENT"), and FIRST UNION NATIONAL BANK and PNC BANK, NATIONAL ASSOCIATION, as Co-Agents (in such capacity, "CO-AGENTS"). R E C I T A L S: 1. Reference is hereby made to that certain Credit Agreement dated as of February 17, 1998, executed by Borrowers, Administrative Agent, the other Agents defined therein, and the Lenders defined therein (the "EXISTING AGREEMENT") pursuant to which such Lenders extended to Borrowers a revolving credit facility. 2. Borrowers, Agents, and Lenders desire to amend and restate the Existing Agreement as and pursuant to this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1 DEFINITIONS AND TERMS 1.1 DEFINITIONS. Unless otherwise indicated, as used in the Loan Documents: "ADJUSTED CAD" means, for the Trust as of any date of determination, (a) Cash Available for Distribution for the fiscal year most-recently ended, PLUS (b) Designated Net Proceeds, MINUS (c) all regularly scheduled principal payments in respect of all Liabilities of the Companies during the most-recently ended twelve (12) month period ending on or before the date of determination, MINUS (d) THE GREATER OF (i) all Distributions by the Trust during the most-recently ended twelve (12) month period ending on or before the date of determination, and (ii) the amount of Distributions required to be paid during such period in order for the Trust to qualify as a REIT. "ADJUSTED FFO" means, for the Trust as of any date of determination, (a) Funds from Operations for the fiscal year most recently ended, PLUS (b) Designated Net Proceeds, MINUS (c) all regularly scheduled principal payments in respect of all Liabilities of the Trust during the most-recently ended twelve (12) month period ending on or before the date of determination, MINUS (d) THE GREATER OF (i) all Distributions by the Trust during the most-recently ended twelve (12) month period ending on or before the date of determination (other {PAGE} than redemptions or purchases of the Trust's Stock), and (ii) the amount of Distributions required to be paid during such period in order for the Trust to qualify as a REIT. "ADJUSTED EBITDA" means, for any Person for any period, (a) EBITDA, MINUS (b) to the extent not already deducted from EBITDA, all ground lease payments, MINUS (c) a Capital Expenditure reserve equal to THE GREATER OF (i) four percent (4%) of Gross Room Revenue for such period with respect to all Properties owned by such Person, and (ii) any reserves required under all Operating Leases of such Person during such period. "ADJUSTED EURODOLLAR RATE" means, for any Eurodollar Borrowing for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined by Administrative Agent to be equal to the quotient obtained BY dividing (a) the Eurodollar Rate (LIBOR) for such Eurodollar Borrowing for such Interest Period BY (b) one (1) MINUS the Reserve Requirement for such Eurodollar Borrowing for such Interest Period. "ADJUSTED FIXED CHARGES" means, for any Person for any period, THE SUM OF (a) all Debt Service during such period, (b) all Distributions paid or payable during such period in respect of any preferred Stock of such Person, and (c) all actual Capital Expenditures during such period. "ADJUSTED NOI" means, for any Hotel or any Borrowing Base Property for any period, (a) all lease payments pursuant to the Operating Lease for such Hotel or Borrowing Base Property, MINUS (b) any ground lease payments, MINUS (c) appropriate accruals for items such as annual taxes, insurance, or other operating expenses payable by the owner (as opposed to the applicable Lessee) of such Hotel or Borrowing Base Property reasonably determined by Administrative Agent with respect to such Hotel or Borrowing Base Property, MINUS (iv) a Capital Expenditure reserve equal to THE GREATER OF (A) four percent (4%) of Gross Room Revenue for such period, and (B) any reserves required under the Operating Lease for such Hotel or Borrowing Base Property, all as determined in accordance with accounting principles reasonably acceptable to Administrative Agent, consistently applied. If the Lessee of any Hotel or Borrowing Base Property is a wholly-owned Consolidated Affiliate of the Trust, then Adjusted NOI shall include the Net Income of such Consolidated Affiliate attributable to such Hotel or Borrowing Base Property. "ADMINISTRATIVE AGENT" is defined in the preamble. "AFFILIATE" of a Person means any other individual or entity who directly or indirectly controls, or is controlled by, or is under common control with, that Person. For purposes of this definition "CONTROL," "CONTROLLED BY," and "UNDER COMMON CONTROL WITH" mean possession, directly or indirectly, of power to direct (or cause the direction of) management or policies (whether through ownership of voting Stock, by contract, or otherwise). "AGENTS" means Administrative Agent, Syndication Agent, and Documentation Agent, and "AGENT" means any one of the Agents. "AGREEMENT" means this Credit Agreement, as modified, amended, supplemented, or restated from time to time. "APPLICABLE LENDING OFFICE" means, for each Lender and for each Type of Borrowing, the "LENDING OFFICE" of such Lender (or of an Affiliate of such Lender) designated for such Type of Borrowing on SCHEDULE 1 or such other office of such Lender (or an Affiliate of such Lender) as such Lender may from time to time specify to Administrative Agent and Borrowers by written notice in accordance with the terms hereof as the office by which its Borrowings of such Type are to be made and maintained. 269098	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Credit Agreement [Amended and Restated]: "Marriott International, Inc – any predecessor Operating Lease paid to the immediately prior Lessee that was not a Consolidated Affiliate of the Trust. "APPROVED FRANCHISE" means any "Marriott International, Inc .," "Hilton Hotels Corporation," "Bass Hotels & Resorts," or "Wyndham International, Inc." franchise or license or another franchise or license approved by Required Lenders _____________ dt 275997 ; Innkeepers USA Innkeepers USA Trust ( Real Estate ) As referenced in this Credit Agreement [Amended and Restated]: INNKEEPERS USA TRUST – {DOCUMENT} {TYPE}EX-10.10 {SEQUENCE}7 {FILENAME}0007.txt {TEXT} EXHBIT 10.10 AMENDED AND RESTATED CREDIT AGREEMENT among INNKEEPERS USA TRUST and INNKEEPERS USA LIMITED PARTNERSHIP, as Borrowers BANK OF AMERICA, N.A., as Administrative Agent CREDIT LYONNAIS NEW YORK BRANCH, as Syndication _____________ INNKEEPERS USA TRUST, – and Acceptance {/TABLE} {PAGE} AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of May 10, 2000, among INNKEEPERS USA TRUST, a Maryland real estate investment trust (the "TRUST") and INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited partnership (the "PARTNERSHIP") (the Trust and _____________ INNKEEPERS USA TRUST, – Lender's Commitment. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW.] 60 {PAGE} SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED PARTNERSHIP, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, THE SYNDICATION AGENT DEFINED THEREIN, THE DOCUMENTATION AGENT DEFINED THEREIN, _____________ INNKEEPERS USA TRUST, – DOCUMENTATION AGENT DEFINED THEREIN, THE CO-AGENTS DEFINED THEREIN, AND THE LENDERS DEFINED THEREIN EXECUTED as of the day and year first mentioned. INNKEEPERS USA TRUST, a Maryland real estate investment trust, as a Borrower By: -------------------------------------------- Mark Murphy General Counsel and Secretary INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia _____________ INNKEEPERS USA TRUST, – CORPORATION, a Virginia corporation, General Partner By: --------------------------------------- Mark Murphy Vice President and Secretary {PAGE} SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED PARTNERSHIP, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, THE SYNDICATION AGENT DEFINED THEREIN, THE DOCUMENTATION AGENT DEFINED THEREIN, _____________ dt 176950 ; Wyndham Wyndham International, Inc. ( Hotels & Motels ) As referenced in this Credit Agreement [Amended and Restated]: "Wyndham International, Inc – that was not a Consolidated Affiliate of the Trust. "APPROVED FRANCHISE" means any "Marriott International, Inc.," "Hilton Hotels Corporation," "Bass Hotels & Resorts," or "Wyndham International, Inc ." franchise or license or another franchise or license approved by Required Lenders in writing. "BASE RATE" means, for any day, THE GREATER _____________ dt 305923 ;	BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Credit Agreement [Amended and Restated]: BANC OF AMERICA SECURITIES LLC – and PNC BANK, NATIONAL ASSOCIATION, as Co-Agents and THE LENDERS NAMED HEREIN, as Lenders $130,000,000 AS OF MAY 10, 2000 BANC OF AMERICA SECURITIES LLC and CREDIT LYONNAIS NEW YORK BRANCH, as Joint Lead Arrangers and Book Managers {PAGE} {TABLE} {CAPTION} TABLE OF CONTENTS Page {S} {C} { _____________ dt 167339 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Credit Agreement [Amended and Restated]: BANK OF AMERICA, N.A. – FILENAME}0007.txt {TEXT} EXHBIT 10.10 AMENDED AND RESTATED CREDIT AGREEMENT among INNKEEPERS USA TRUST and INNKEEPERS USA LIMITED PARTNERSHIP, as Borrowers BANK OF AMERICA, N.A. , as Administrative Agent CREDIT LYONNAIS NEW YORK BRANCH, as Syndication Agent BANK ONE, N.A., as Documentation Agent FIRST UNION NATIONAL BANK _____________ BANK OF AMERICA, N.A. – signatory hereto as provided in SECTION 13.11(A) (individually, together with its successors and permitted assigns, a "LENDER" and collectively, the "LENDERS"), BANK OF AMERICA, N.A. , a national banking association (formerly NationsBank, N.A.), as Administrative Agent (in such capacity, together with its successors and permitted assigns, "ADMINISTRATIVE _____________ Bank of America, N.A. – this Agreement is not a bank organized under the Governmental Requirements of the United States or any State, then the rate announced by Bank of America, N.A. , or any successor thereof, as its prime rate) in effect at its principal office, automatically fluctuating upward and downward with and as _____________ BANK OF AMERICA, N.A. – LEFT BLANK; SIGNATURE PAGES FOLLOW.] 60 {PAGE} SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED PARTNERSHIP, BANK OF AMERICA, N.A. , AS ADMINISTRATIVE AGENT, THE SYNDICATION AGENT DEFINED THEREIN, THE DOCUMENTATION AGENT DEFINED THEREIN, THE CO-AGENTS DEFINED THEREIN, AND THE LENDERS DEFINED _____________ BANK OF AMERICA, N.A. – Mark Murphy Vice President and Secretary {PAGE} SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED PARTNERSHIP, BANK OF AMERICA, N.A. , AS ADMINISTRATIVE AGENT, THE SYNDICATION AGENT DEFINED THEREIN, THE DOCUMENTATION AGENT DEFINED THEREIN, THE CO-AGENTS DEFINED THEREIN, AND THE LENDERS DEFINED _____________ dt 168581 ; More...
Preview Full Doc	2002	Credit Agreement Credit Agreement (578K) Doc #277148: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10.37 {SEQUENCE}3 {FILENAME}dex1037.txt {DESCRIPTION}EXHIBIT 10.37 {TEXT} {PAGE} Exhibit 10.37 Conformed copy U.S. $400,000,000 CREDIT AGREEMENT among HOST MARRIOTT, L.P., as the U.S. Borrower CERTAIN CANADIAN SUBSIDIARIES OF HOST MARRIOTT, L.P., as the Canadian Revolving Loan Borrowers, VARIOUS LENDERS, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent, and BANK OF AMERICA, N.A. as Syndication Agent CITICORP REAL ESTATE, INC. CREDIT LYONNAIS NEW YORK BRANCH and WELLS FARGO BANK, N.A., as Co-Documentation Agents =============================== Dated as of June 6, 2002 =============================== DEUTSCHE BANK SECURITIES INC. AND BANC OF AMERICA SECURITIES LLC. as Co-Lead Arrangers and Joint Book Running Managers ================================================================================ {PAGE} Table of Contents {TABLE} {CAPTION} Page ---- {S} {C} SECTION 1. Definitions and Accounting Terms.................................................................... 1 1.01 Defined Terms....................................................................................... 1 SECTION 2. Amount and Terms of Credit.......................................................................... 40 2.01 The Commitments..................................................................................... 40 2.02 Minimum Amount of Each Borrowing.................................................................... 42 2.03 Notice of Borrowing................................................................................. 42 2.04 Extension of Maturity Date.......................................................................... 43 2.05 Disbursement of Funds............................................................................... 44 2.06 Notes............................................................................................... 44 2.07 Conversions......................................................................................... 46 2.08 Pro Rata Borrowings................................................................................. 47 2.09 Interest............................................................................................ 48 2.10 Interest Periods.................................................................................... 49 2.11 Increased Costs, Illegality, etc.................................................................... 50 2.12 Compensation........................................................................................ 52 2.13 Lending Offices; Changes Thereto.................................................................... 53 2.14 Replacement of Lenders.............................................................................. 53 2.15 Bankers' Acceptance Provisions...................................................................... 55 2.16 Additional Revolving Loan Commitments............................................................... 55 2.17 Special Provisions Regarding RL Lenders and Canadian Revolving Loans................................ 56 2.18 Voluntary Adjustment or Termination of Total Maximum Canadian Dollar Revolving Loan Sub-Commitment and Total Canadian Dollar Revolving Loan Sub-Commitment.......................................... 59 SECTION 3. Letters of Credit................................................................................... 61 3.01 Letters of Credit................................................................................... 61 3.02 Maximum Letter of Credit Outstandings; Final Maturities; etc........................................ 62 3.03 Letter of Credit Requests; Notices of Issuance...................................................... 63 3.04 Letter of Credit Participations..................................................................... 63 3.05 Agreement to Repay Letter of Credit Drawings........................................................ 66 3.06 Increased Letter of Credit Costs.................................................................... 67 SECTION 4. Commitment Commission; Canadian Commitment Commission; Fees; Reductions of Commitment.................................................................................. 67 4.01 Fees................................................................................................ 67 4.02 Voluntary Termination or Reduction of Total Unutilized Revolving Loan Commitment......................................................................................... 69 {/TABLE} -i- {PAGE} {TABLE} {S} {C} SECTION 5. Prepayments; Payments; Taxes............................................................. 69 5.01 Voluntary Prepayments.................................................................... 69 5.02 Mandatory Repayments and Commitment Reductions........................................... 70 5.03 Method and Place of Payment.............................................................. 74 5.04 Net Payments............................................................................. 74 SECTION 6. Conditions Precedent to Initial Credit Events............................................ 77 6.01 Execution of Agreement; Notes............................................................ 77 6.02 Opinions of Counsel...................................................................... 77 6.03 Corporate Documents; Proceedings; etc.................................................... 78 6.04 Fees, etc................................................................................ 78 6.05 Pledge and Security Agreement............................................................ 78 6.06 Subsidiaries Guaranty.................................................................... 79 6.07 Adverse Change, etc...................................................................... 79 6.08 Litigation............................................................................... 80 6.09 Original Credit Agreement................................................................ 80 6.10 Solvency Certificate; Insurance Certificates............................................. 80 6.11 Financial Statements; Projections........................................................ 80 6.12 No Default; Representations and Warranties............................................... 80 SECTION 7. Conditions Precedent to All Credit Events................................................ 81 7.01 No Default; Representations and Warranties............................................... 81 7.02 Notice of Borrowing; Letter of Credit Request............................................ 81 SECTION 8. Representations, Warranties and Agreements............................................... 81 8.01 Status................................................................................... 81 8.02 Power and Authority...................................................................... 82 8.03 No Violation............................................................................. 82 8.04 Governmental Approvals................................................................... 82 8.05 Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc........................................................................ 83 8.06 Litigation............................................................................... 84 8.07 True and Complete Disclosure............................................................. 84 8.08 Use of Proceeds; Margin Regulations...................................................... 84 8.09 Tax Returns and Payments................................................................. 84 8.10 Compliance with ERISA.................................................................... 85 8.11 The Pledge and Security Agreement; Equity Pledges........................................ 86 8.12 Properties............................................................................... 86 8.13 Subsidiaries............................................................................. 87 8.14 Compliance with Statutes, etc............................................................ 87 8.15 Investment Company Act................................................................... 87 8.16 Public Utility Holding Company Act....................................................... 87 8.17 Environmental Matters.................................................................... 87 {/TABLE} -ii- {PAGE} {TABLE} {S} {C} 8.18 Labor Relations.......................................................................... 88 8.19 Intellectual Property.................................................................... 88 8.20 Indebtedness............................................................................. 88 8.21 Management Agreements, Franchise Agreements, Operating Leases, Ground Leases.................................................................................. 88 8.22 Status as REIT........................................................................... 89 8.23 Facility Managers; Approved Lessees...................................................... 89 SECTION 9. Financial Covenants...................................................................... 89 9.01 Maximum Leverage Ratio................................................................... 89 9.02 Minimum Consolidated Interest Coverage Ratio; Minimum Unsecured Interest Coverage Ratio................................................................. 90 9.03 Minimum Consolidated Fixed Charge Coverage Ratio......................................... 91 9.04 Additional Financial Covenants and Limitations on Incurrence of Indebtedness............. 92 SECTION 10. Affirmative Covenants.................................................................... 92 10.01 Compliance with Laws, Etc................................................................ 92 10.02 Conduct of Business...................................................................... 93 10.03 Payment of Taxes, Etc.................................................................... 93 10.04 Maintenance of Insurance................................................................. 93 10.05 Preservation of Existence, Etc........................................................... 93 10.06 Access; Annual Meetings with Lenders..................................................... 93 10.07 Keeping of Books......................................................................... 94 10.08 Maintenance of Properties, Etc........................................................... 94 10.09 Management Agreements, Operating Leases and Certain Other Contracts...................... 94 10.10 Application of Proceeds.................................................................. 95 10.11 Information Covenants.................................................................... 95 10.12 Intentionally Omitted.................................................................... 98 10.13 Certain Subsidiaries..................................................................... 98 10.14 Foreign Subsidiaries Security............................................................ 99 10.15 Additional Guarantors; Release of Guarantors and Collateral.............................. 99 10.16 End of Fiscal Years; Fiscal Quarters..................................................... 102 10.17 Environmental Matters.................................................................... 102 SECTION 11. Negative Covenants....................................................................... 103 11.01 Liens.................................................................................... 103 11.02 Indebtedness............................................................................. 103 11.03 Limitation on Certain Restrictions on Subsidiaries....................................... 104 11.04 Limitation on Issuance of Capital Stock.................................................. 104 11.05 Modification and Enforcement of Certain Agreements....................................... 104 11.06 Limitation on Creation of Subsidiaries................................................... 105 11.07 Transactions with Affiliates............................................................. 105 11.08 Sales of Assets.......................................................................... 106 {/TABLE} -iii- {PAGE} {TABLE} {S} {C} 11.09 Consolidation, Merger, etc................................................................. 107 11.10 Acquisitions; Investments.................................................................. 108 11.11 Dividends.................................................................................. 111 11.12 Capital Expenditures....................................................................... 112 11.13 Limitation on Payments of Certain Indebtedness; Modifications of Certain Indebtedness; Modifications of Organizational Documents; etc........................................... 113 11.14 Business................................................................................... 114 SECTION 12. Events of Default.......................................................................... 114 12.01 Payments................................................................................... 114 12.02 Representations, etc....................................................................... 115 12.03 Covenants.................................................................................. 115 12.04 Default Under Other Agreements............................................................. 115 12.05 Bankruptcy, etc............................................................................ 115 12.06 ERISA...................................................................................... 116 12.07 Pledge and Security Agreement.............................................................. 116 12.08 Guaranty................................................................................... 116 12.09 Judgments.................................................................................. 117 12.10 Management Agreements...................................................................... 117 12.11 Operating Leases........................................................................... 117 12.12 Change of Control.......................................................................... 117 12.13 Trademark Permission....................................................................... 117 12.14 REIT Status; Cash Proceeds Retained by HMC................................................. 117 12.15 General Partner Status..................................................................... 118 12.16 Certain FF&E............................................................................... 118 SECTION 13. The Agents................................................................................. 119 13.01 Appointment................................................................................ 119 13.02 Nature of Duties........................................................................... 119 13.03 Lack of Reliance on the Agents............................................................. 119 13.04 Certain Rights of the Agents............................................................... 120 13.05 Reliance................................................................................... 120 13.06 Indemnification............................................................................ 120 13.07 Each Agent in its Individual Capacity...................................................... 120 277148	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Credit Agreement: Marriott International, Inc – foregoing, or any trust or other entity established primarily for the benefit of one or more of the foregoing. "Marriott International" shall mean Marriott International, Inc ., a Delaware corporation. "Material Adverse Change" shall mean a material adverse change in any of (i) the business, operations, property, assets, liabilities _____________ dt 276100 ; Citibank Citibank, NA As referenced in this Credit Agreement: CITIBANK, N.A. – BRANCH) By: /s/ Donald R. Chung ---------------------------------------- Name: Donald R. Chung Title: Vice President Corporate Investment Banking [SIGNATURE PAGE TO THE CREDIT AGREEMENT] {PAGE} CITIBANK, N.A. , CANADIAN BRANCH By: /s/ Adam Shepherd ---------------------------------------- Name: Adam Shepherd Title: Authorized Signer [SIGNATURE PAGE TO THE CREDIT AGREEMENT] {PAGE} THE BANK OF _____________ Citibank, N.A. – Loan Sub-Commitments -------------------- {S} {C} Deutsche Bank AG Canada Branch $ 25,000,000 Bank of America, N.A. (Canada Branch) $ 25,000,000 Citibank, N.A. Canadian Branch $ 15,000,000 The Bank of Nova Scotia $ 15,000,000 Societe Generale (Canada) $ 15,000,000 UBS Bank (Canada) $ _____________ Citibank, N.A. – 200 Font Street West, Suite 2700 Toronto, Ontario M5V 3L2 Attention: Medina Sales de Andrade Telephone: (416) 349-5433 Facsimile: (416) 349-4283 Citibank, N.A. Canadian Branch 390 Greenwich Street New York, New York 10013 Attention: Blake R. Gronich Telephone: (212) 723-6570 Facsimile: (212) 723-8380 {/ _____________ dt 196507 ; Citicorp R.E. Citicorp Real Estate, Inc. ( Real Estate ) As referenced in this Credit Agreement: CITICORP REAL ESTATE, INC – Canadian Revolving Loan Borrowers, VARIOUS LENDERS, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent, and BANK OF AMERICA, N.A. as Syndication Agent CITICORP REAL ESTATE, INC . CREDIT LYONNAIS NEW YORK BRANCH and WELLS FARGO BANK, N.A., as Co-Documentation Agents =============================== Dated as of June 6, 2002 =============================== DEUTSCHE _____________ Citicorp Real Estate, Inc – and in the other Credit Documents. The Lenders hereby designate (x) Bank of America, N.A. as Syndication Agent and (z) each of Citicorp Real Estate, Inc ., Credit Lyonnais New York Branch and Wells Fargo Bank, N.A., as Co-Documentation Agents, in each case to act as specified _____________ CITICORP REAL ESTATE , INC – BANK OF AMERICA, N.A. By: /s/ Lesa J. Butler -------------------------------------- Name: Lesa J. Butler Title: Principal [SIGNATURE PAGE TO THE CREDIT AGREEMENT] {PAGE} CITICORP REAL ESTATE , INC . By: /s/ David Bouton ------------------------------------- Name: David Bouton Title: Vice President [SIGNATURE PAGE TO THE CREDIT AGREEMENT] {PAGE} WELLS FARGO BANK, N.A. _____________ Citicorp Real Estate, Inc – I-A COMMITMENTS Revolving Loan Lender Commitment ------ ---------- Deutsche Bank Trust Company Americas $42,000,000 Bank of America, N.A. $42,000,000 Citicorp Real Estate, Inc . $33,000,000 Wells Fargo Bank, N.A. $33,000,000 Credit Lyonnais New York Branch $33,000,000 The Bank of _____________ Citicorp Real Estate, Inc – America, N.A. 901 Main Street, 64th Floor Dallas, Texas 75202-3714 Attention: Lesa Butler Telephone: (214) 209-1506 Facsimile: (214) 209-0085 Citicorp Real Estate, Inc . 390 Greenwich Street New York, New York 10013 Attention: Blake R. Gronich Telephone: (212) 723-6570 Facsimile: (212) 723-8380 Wells Fargo _____________ dt 312401 ;	Hilton Hotels Hilton Hotels Corp. ( Hotels & Motels ) As referenced in this Credit Agreement: Hilton Hotels Corp – Capital Corporation, a Wholly-Owned Subsidiary of Crestline Capital Corporation, Westin Hotels & Resorts, a Wholly-Owned -27- {PAGE} Subsidiary of Westin Hotels & Resorts, Hilton Hotels Corp ., a Wholly-Owned Subsidiary of Hilton Hotels Corp., or another first-class hotel management company in good standing. "Permitted Investments" shall mean _____________ Hilton Hotels Corp – Capital Corporation, Westin Hotels & Resorts, a Wholly-Owned -27- {PAGE} Subsidiary of Westin Hotels & Resorts, Hilton Hotels Corp., a Wholly-Owned Subsidiary of Hilton Hotels Corp ., or another first-class hotel management company in good standing. "Permitted Investments" shall mean any of the following: (a) Investments in Cash _____________ dt 305788 ; Host Marriott Host Marriott Corp. ( Real Estate ) As referenced in this Credit Agreement: Host Marriott Corp – toxic substances," "toxic pollutants," "contaminants," or "pollutants," or words of similar import, which are regulated under any applicable Environmental Law. "HMC" shall mean Host Marriott Corp oration, a Maryland corporation. "Hotel" shall mean any Real Property (including Improvements thereon and any retail, golf, tennis, spa or other resort amenities _____________ Host Marriott Corp – at 90 Hudson Street, 5th Floor, Jersey City, New Jersey 07302, ABA Number: 021-001-033, Credit to Commercial Loan Division, Account Name: Host Marriott Corp oration, Account Number: 99-401-268, Attention: Wendy Williams, and (ii) in respect of Canadian Revolving Loans, Royal Bank of Canada, Toronto, Ontario _____________ Host Marriott Corp – of Canadian Revolving Loans, Royal Bank of Canada, Toronto, Ontario Canada ROYCCAT2, Account Number: 071720000109 Account Name: Deutsche Bank AG, Canada Branch, Reference: Host Marriott Corp oration or in each case such other office as the Administrative Agent may hereafter designate in writing as such to the other parties _____________ Host Marriott Corp – and deliver this Agreement as of the date first above written. Address: ------- 10400 Fernwood Road* HOST MARRIOTT, L.P. Bethesda, Maryland 20817 By: Host Marriott Corp oration, Telecopier No.: (301) 380-6999 its General Partner Attention: General Counsel, Dept. 923 with a copy to: By: /s/ John A. Carnella ----------------------------------- _____________ dt 196113 ; More...
Preview Full Doc	2000	Credit Agreement [Amended and Restated 2000] Credit Agreement [Amended and Restated 2000] (464K) Doc #277194: Click preview link for longer preview. AMENDED AND RESTATED CREDIT AGREEMENT among HOST MARRIOTT CORPORATION, HOST MARRIOTT, L.P., VARIOUS BANKS, and BANKERS TRUST COMPANY, as Administrative Agent ---------------------------------- Dated as of June 19, 1997 and Amended and Restated as of August 5, 1998 and further Amended and Restated as of May 31, 2000 ================================================================================ DEUTSCHE BANK SECURITIES INC., as ARRANGER AND SOLE BOOKRUNNER, CREDIT LYONNAIS NEW YORK BRANCH, as SYNDICATION AGENT and a CO-AGENT, THE BANK OF NOVA SCOTIA, as DOCUMENTATION AGENT and a CO-AGENT, and BANK OF AMERICA, N.A., SOCIETE GENERALE, SOUTHWEST AGENCY, and WELLS FARGO BANK, N.A., as SENIOR MANAGING AGENTS {PAGE} TABLE OF CONTENTS ----------------- Page ---- SECTION 1. Amount and Terms of Credit.........................................1 1.01 The Commitments.................................................1 1.02 Minimum Amount of Each Borrowing................................2 1.03 Notice of Borrowing.............................................2 1.04 Disbursement of Funds...........................................2 1.05 Notes...........................................................3 1.06 Conversions.....................................................4 1.07 Pro Rata Borrowings.............................................5 1.08 Interest........................................................5 1.09 Interest Periods................................................6 1.10 Increased Costs, Illegality, etc................................7 1.11 Compensation....................................................9 1.12 Change of Lending Office........................................9 1.13 Replacement of Banks............................................9 1.14 Additional Revolving Loan Commitments..........................10 SECTION 2. Fees; Reductions of Commitment....................................12 2.01 Fees...........................................................12 2.02 Voluntary Termination of Unutilized Commitments................12 2.03 Mandatory Termination of Commitments...........................13 SECTION 3. Prepayments; Payments; Taxes......................................13 3.01 Voluntary Prepayments..........................................13 3.02 Mandatory Repayments and Commitment Reductions.................14 3.03 Method and Place of Payment....................................17 3.04 Net Payments; Taxes............................................17 SECTION 4. Conditions Precedent to Loans.....................................19 4.01 Execution of Agreement; Notes..................................19 4.02 Fees, etc......................................................19 4.03 Opinions of Counsel............................................19 4.04 Organizational Documents; Proceedings; etc.....................19 4.05 Pledge and Security Agreement..................................20 4.06 Subsidiaries Guaranty..........................................21 4.07 Adverse Change, etc............................................21 4.08 Litigation.....................................................21 4.09 Original Credit Agreement......................................21 4.10 Solvency Certificate; Insurance Certificates...................21 4.11 Financial Statements; Projections..............................22 4.12 No Default; Representations and Warranties.....................22 (i) {PAGE} Page ---- SECTION 5. Conditions Precedent to All Loans.................................22 5.01 Effective Date.................................................22 5.02 No Default; Representations and Warranties.....................22 5.03 Notice of Borrowing............................................23 SECTION 6. Representations and Warranties....................................23 6.01 Status.........................................................23 6.02 Power and Authority............................................23 6.03 No Violation...................................................24 6.04 Governmental Approvals.........................................24 6.05 Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc..................................24 6.06 Litigation.....................................................25 6.07 True and Complete Disclosure...................................25 6.08 Use of Proceeds; Margin Regulations............................25 6.09 Tax Returns and Payments.......................................26 6.10 Compliance with ERISA..........................................26 6.11 The Pledge and Security Agreement; Equity Pledges..............27 6.12 Properties.....................................................28 6.13 Subsidiaries...................................................28 6.14 Compliance with Statutes, etc..................................28 6.15 Investment Company Act.........................................28 6.16 Public Utility Holding Company Act.............................28 6.17 Environmental Matters..........................................29 6.18 Labor Relations................................................29 6.19 Intellectual Property..........................................29 6.20 Indebtedness...................................................30 6.21 Management Agreements, Franchise Agreements, Operating Leases, Ground Leases..........................................30 6.22 Status as REIT.................................................30 6.23 Facility Managers; Approved Lessees............................30 SECTION 7. Affirmative Covenants.............................................31 7.01 Information Covenants..........................................31 7.02 Books, Records and Inspections; Annual Meetings................34 7.03 Maintenance of Property and Insurance..........................34 7.04 Corporate Franchises...........................................38 7.05 Compliance with Statutes, etc..................................38 7.06 Compliance with Environmental Laws.............................39 7.07 ERISA..........................................................39 7.08 End of Fiscal Years; Fiscal Quarters...........................40 7.09 Performance of Obligations.....................................40 7.10 Payment of Taxes...............................................41 7.11 Certain Subsidiaries...........................................41 7.12 Management Agreements; Operating Leases........................41 (ii) {PAGE} Page ---- 7.13 REIT Requirements..............................................42 7.14 Contributions..................................................42 7.15 Foreign Subsidiaries Security..................................42 7.16 Additional Subsidiary Guarantors; Release of Subsidiary Guarantors and Collateral......................................43 7.17 Capital Expenditures...........................................44 7.18 Certain Inventory, Fixed Asset Supplies and Working Capital Receivables............................................44 SECTION 8. Negative Covenants................................................45 8.01 Liens..........................................................45 8.02 Consolidation, Merger, Purchase or Sale of Assets, etc.........48 8.03 Dividends......................................................52 8.04 Indebtedness...................................................53 8.05 Advances, Investments and Loans................................55 8.06 Transactions with Affiliates...................................57 8.07 Capital Expenditures...........................................57 8.08 Minimum Consolidated Interest Coverage Ratio; Minimum Unsecured Interest Coverage Ratio..............................58 8.09 Minimum Fixed Charge Coverage Ratio............................58 8.10 Tangible Net Worth.............................................58 8.11 Maximum Leverage Ratio.........................................58 8.12 Unencumbered EBITDA Ratio......................................58 8.13 Limitation on Payments of Certain Indebtedness; Modifications of Certain Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain Agreements; etc................................................58 8.14 Limitation on Certain Restrictions on Subsidiaries.............59 8.15 Limitation on Issuance of Capital Stock........................60 8.16 Business.......................................................61 8.17 Limitation on Creation of Subsidiaries.........................61 8.18 The Courtyard Settlement.......................................62 SECTION 9. Events of Default.................................................62 9.01 Payments.......................................................62 9.02 Representations, etc...........................................62 9.03 Covenants......................................................62 9.04 Default Under Other Agreements.................................63 9.05 Bankruptcy, etc................................................63 9.06 ERISA..........................................................63 9.07 Pledge and Security Agreement..................................64 9.08 Subsidiaries Guaranty..........................................64 9.09 Judgments......................................................64 9.10 Management Agreements..........................................65 9.11 Operating Leases...............................................65 9.12 Change of Control..............................................65 9.13 Trademark Permission...........................................65 9.14 REIT Status....................................................65 (iii) {PAGE} Page ---- 9.15 General Partner Status........................................65 9.16 Certain FF&E..................................................65 SECTION 10. Definitions and Accounting Terms.................................66 10.01 Defined Terms.................................................66 SECTION 11. The Administrative Agent.........................................97 11.01 Appointment...................................................97 11.02 Nature of Duties..............................................97 11.03 Lack of Reliance on the Administrative Agent..................98 11.04 Certain Rights of the Administrative Agent....................98 11.05 Reliance......................................................98 11.06 Indemnification...............................................98 11.07 The Administrative Agent in its Individual Capacity...........99 11.08 Holders.......................................................99 11.09 Resignation by the Administrative Agent; Removal of the Administrative Agent......................................99 SECTION 12. Miscellaneous...................................................100 12.01 Payment of Expenses, etc.....................................100 12.02 Right of Setoff..............................................101 12.03 Notices......................................................101 12.04 Benefit of Agreement.........................................102 12.05 No Waiver; Remedies Cumulative...............................103 12.06 Payments Pro Rata............................................104 12.07 Calculations; Computations...................................104 12.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL.........................................105 12.09 Counterparts.................................................106 12.10 Effectiveness................................................106 12.11 Headings Descriptive.........................................106 12.12 Amendment or Waiver; etc.....................................107 12.13 Survival.....................................................108 12.14 Domicile of Loans............................................108 12.15 Confidentiality..............................................108 12.16 Register.....................................................109 12.17 Commercial Loan Transactions.................................109 12.18 Limitations on Recourse......................................110 (iv) {PAGE} SCHEDULE I Commitments SCHEDULE II Bank Addresses SCHEDULE III Pledge of Equity Interests SCHEDULE IV Subsidiaries SCHEDULE V Existing Indebtedness SCHEDULE VI Certain Section 7.11(b) Exceptions SCHEDULE VII Existing Liens SCHEDULE VIII Certain Assets and Liabilities of Holdings SCHEDULE IX Certain Existing General Partnership Interests SCHEDULE X Courtyard Settlement Terms EXHIBIT A Notice of Borrowing EXHIBIT B-1 Form of Term Note EXHIBIT B-2 Form of Revolving Note EXHIBIT C Section 3.04(b)(ii) Certificate EXHIBIT D-1 Opinion of Christopher Townsend, Esq., General Counsel EXHIBIT D-2 Opinion of Hogan & Hartson L.L.P. EXHIBIT E Officers' Certificate EXHIBIT F Amended and Restated Pledge and Security Agreement EXHIBIT G Amended and Restated Subsidiaries Guaranty EXHIBIT H Officer's Solvency Certificate EXHIBIT I Assignment and Assumption Agreement EXHIBIT J Additional Revolving Loan Commitment Agreement EXHIBIT K Subordination Provisions (v) {PAGE} AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 19, 1997, and amended and restated as of August 5, 1998, and further amended and restated as of May 31, 2000, among HOST MARRIOTT CORPORATION, a Maryland corporation ("Holdings"), HOST MARRIOTT, L.P., a Delaware limited partnership (the "Borrower"), the Banks party hereto from time to time, and BANKERS TRUST COMPANY, as Administrative Agent (all capitalized terms used herein and defined in Section 10 are used herein as therein defined). WITNESSETH: ---------- WHEREAS, Holdings, the Borrower, the lenders party thereto on (and immediately before giving effect to) the Effective Date and the Administrative Agent are parties to a Credit Agreement, dated as of June 19, 1997 and amended and restated as August 5, 1998 (as the same has been further amended, modified or supplemented to, but not including, the Effective Date, the "Original Credit Agreement"); and WHEREAS, the parties hereto wish to amend and restate the Original Credit Agreement in its entirety in the form of this Agreement; NOW, THEREFORE, the parties hereto agree that, from and after the Effective Date, the Original Credit Agreement shall be and hereby is amended and restated in its entirety as follows: SECTION 1. Amount and Terms of Credit. -------------------------- 1.01 The Commitments. (a) Subject to and upon the terms and conditions set --------------- forth herein, each Bank with a Term Loan Commitment severally agrees to make, on the Effective Date, a term loan or term loans (each, a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, except as otherwise -------- specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall not exceed for any such Bank, in aggregate principal amount, that amount which equals the Term Loan Commitment of such Bank on the Effective Date (before giving effect to the termination thereof on such date pursuant to Section 2.03(b)). Once repaid, Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees to make, at any time and from time to time on and after the Effective Date and prior to the Maturity Date, a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, except as -------- otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed at any time in accordance with the provisions hereof, and (iii) shall not exceed for any such Bank at any time {PAGE} outstanding that aggregate principal amount which equals the Revolving Loan Commitment of such Bank at such time. 1.02 Minimum Amount of Each Borrowing. The aggregate principal amount of -------------------------------- each Borrowing of Loans under a respective Tranche shall not be less than the Minimum Borrowing Amount applicable to such Tranche. More than one Borrowing may occur on the same date, but at no time shall there be outstanding more than ten Borrowings of Eurodollar Loans. 1.03 Notice of Borrowing. (a) Whenever the Borrower desires to incur a ------------------- Borrowing of Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of each Base Rate Loan to be incurred hereunder and at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Eurodollar Loan to be incurred hereunder, provided that any such notice shall be deemed to have been -------- given on a certain day only if given before 11:00 A.M. (New York time) on such day. Each such written notice or written confirmation of telephonic notice (each, a "Notice of Borrowing"), except as otherwise expressly provided in Section 1.10, shall be irrevocable and shall be given by the Borrower in the form of Exhibit A, appropriately completed to specify (i) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) the specific uses to be made of the proceeds of the Loans, (iv) whether the Loans being incurred pursuant to such Borrowing shall constitute Term Loans or Revolving Loans, and (v) whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto. The Administrative Agent shall promptly give each Bank which is required to make Loans specified in the respective Notice of Borrowing facsimile or other written notice (i) of such proposed Borrowing, (ii) of such Bank's proportionate share thereof and (iii) of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. Notwithstanding anything to the contrary contained in this Agreement, unless the Administrative Agent otherwise agrees, no more than four Notices of Borrowing may be given in any 30 consecutive day period. (b) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing of Loans, the Administrative Agent may act without liability upon the basis of telephonic notice of such Borrowing believed by the Administrative Agent in good faith to be from an Authorized Officer of the Borrower prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of such telephonic notice of such Borrowing. 1.04 Disbursement of Funds. No later than 1:00 P.M. (New York time) on the --------------------- date specified in each Notice of Borrowing, each Bank with a Commitment for the respective Tranche of Loans and which has received the notice referred to in the next to last sentence of Section 1.03(a) will disburse its pro rata portion of --- ---- each Borrowing requested to be made on such date. All such amounts shall be disbursed in Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will promptly disburse to the Borrower at the Payment Office, in Dollars and in immediately available funds, the aggregate of 277194	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Credit Agreement [Amended and Restated 2000]: Marriott International, Inc – foregoing, or any trust or other entity established primarily for the benefit of one or more of the foregoing. "Marriott International" shall mean Marriott International, Inc ., a Delaware corporation. "Material Adverse Effect" shall mean (i) a material adverse effect on the business, operations, properties, assets, liabilities, condition (financial _____________ Marriott International, Inc – i) the formation of a joint venture ("CBM JV") between Rockledge Hotel Properties, Inc. ("Rockledge"), or one or more Subsidiaries of Rockledge, and Marriott International, Inc . ("MII"), or one or more Subsidiaries of MII, the contribution by the Borrower of cash or the making by the Borrower of _____________ dt 276116 ; HPT Hospitality Properties Trust ( Real Estate ) As referenced in this Credit Agreement [Amended and Restated 2000]: Hospitality Properties Trust – any casino -------- or gaming hotel. "HPT Leases" shall mean (a) the Master Lease Agreement, dated as of April 30, 1999, by and among Hospitality Properties Trust and HPTCY Properties Trust, as landlord, and HMH HPT Courtyard LLC, as tenant, and (b) the Master Lease Agreement, dated as of April _____________ dt 196080 ; Host Marriott Host Marriott Corp. ( Real Estate ) As referenced in this Credit Agreement [Amended and Restated 2000]: HOST MARRIOTT CORP – 10.40 {TEXT} {PAGE} Exhibit 10.40 [Conformed Copy with Exhibits G and F Conformed as Executed] ================================================================================ AMENDED AND RESTATED CREDIT AGREEMENT among HOST MARRIOTT CORP ORATION, HOST MARRIOTT, L.P., VARIOUS BANKS, and BANKERS TRUST COMPANY, as Administrative Agent ---------------------------------- Dated as of June 19, 1997 and Amended and _____________ HOST MARRIOTT CORP – June 19, 1997, and amended and restated as of August 5, 1998, and further amended and restated as of May 31, 2000, among HOST MARRIOTT CORP ORATION, a Maryland corporation ("Holdings"), HOST MARRIOTT, L.P., a Delaware limited partnership (the "Borrower"), the Banks party hereto from time to time, _____________ HOST MARRIOTT CORP – have caused their duly authorized officers to execute and deliver this Agreement as of the date first above written. Address: ------- 10400 Fernwood Road HOST MARRIOTT CORP ORATION Bethesda, Maryland 20817 Telecopier No.: (301) 380-3588 Attention: General Counsel, Dept. 923 By: /s/ W. Edward Walter -------------------------------- Title: Treasurer with a _____________ Host Marriott Corp – Bethesda, Maryland 20817 Telecopier No.: (301) 380-3155 Attention: Treasurer, Dept. 916 10400 Fernwood Road HOST MARRIOTT, L.P. Bethesda, Maryland 20817 By: Host Marriott Corp oration, Telecopier No.: (301) 380-3588 its General Partner Attention: General Counsel, Dept. 923 By: /s/ W. Edward Walter -------------------------------- Title: Treasurer with a _____________ dt 196146 ;	Host Marriott Host Marriott, LP ( Hotels & Motels ) As referenced in this Credit Agreement [Amended and Restated 2000]: HOST MARRIOTT, L.P. – PAGE} Exhibit 10.40 [Conformed Copy with Exhibits G and F Conformed as Executed] ================================================================================ AMENDED AND RESTATED CREDIT AGREEMENT among HOST MARRIOTT CORPORATION, HOST MARRIOTT, L.P. , VARIOUS BANKS, and BANKERS TRUST COMPANY, as Administrative Agent ---------------------------------- Dated as of June 19, 1997 and Amended and Restated as of August _____________ HOST MARRIOTT, L.P. – as of August 5, 1998, and further amended and restated as of May 31, 2000, among HOST MARRIOTT CORPORATION, a Maryland corporation ("Holdings"), HOST MARRIOTT, L.P. , a Delaware limited partnership (the "Borrower"), the Banks party hereto from time to time, and BANKERS TRUST COMPANY, as Administrative Agent (all _____________ HOST MARRIOTT, L.P. – Treasurer with a copy to: 10400 Fernwood Road Bethesda, Maryland 20817 Telecopier No.: (301) 380-3155 Attention: Treasurer, Dept. 916 10400 Fernwood Road HOST MARRIOTT, L.P. Bethesda, Maryland 20817 By: Host Marriott Corporation, Telecopier No.: (301) 380-3588 its General Partner Attention: General Counsel, Dept. 923 By: /s/ _____________ dt 197567 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Credit Agreement [Amended and Restated 2000]: Banc of America Securities LLC – John Nasser/Tom Davis Telephone No.: (317) 817-6069/ (317) 817-5696 Facsimile No.: (317) 575-2001 Winged Foot Funding Trust c/o Banc of America Securities LLC 100 North Tryon Street NC1-007-06-07 Charlotte, North Carolina 28255 Attention: Diana Mushill Facsimile No.: (704) 409-0192 DLJ Capital _____________ dt 203510 ; More...
Preview Full Doc	2005	Credit Agreement Credit Agreement (328K) Doc #731709: Click preview link for longer preview. Conformed Copy U.S. $2,000,000,000 CREDIT AGREEMENT dated as of June 3, 2005 among MARRIOTT INTERNATIONAL, INC. THE BANKS NAMED HEREIN THE ISSUING BANKS NAMED HEREIN CITIBANK, N.A., as Administrative Agent, CITIGROUP GLOBAL MARKETS INC. and BARCLAYS CAPITAL, as Joint Lead Arrangers and Joint Book Managers BARCLAYS BANK PLC, as Syndication Agent BANK OF AMERICA, N.A., THE BANK OF NOVA SCOTIA, and THE ROYAL BANK OF . . . 731709	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Credit Agreement: MARRIOTT INTERNATIONAL, INC – Exhibit 10 EX-10 2 dex10.htm EXHIBIT 10 EXHIBIT 10 Conformed Copy U.S. $2,000,000,000 CREDIT AGREEMENT dated as of June 3, 2005 among MARRIOTT INTERNATIONAL, INC . THE BANKS NAMED HEREIN THE ISSUING BANKS NAMED HEREIN CITIBANK, N.A., as Administrative Agent, CITIGROUP GLOBAL MARKETS INC. and BARCLAYS CAPITAL, as Joint Lead Arrangers and Joint Book _____________ MARRIOTT INTERNATIONAL, INC – of Termination Letter Exhibit G - Form of Effective Date Notification Exhibit H - Form of Compliance Certificate Addition CREDIT AGREEMENT CREDIT AGREEMENT (the Agreement) dated as of June 3, 2005 among MARRIOTT INTERNATIONAL, INC ., a Delaware corporation (the Company), the banks listed on the signature pages hereof under the heading Banks (the Banks) and the other Lenders (as defined below) party hereto from _____________ MARRIOTT INTERNATIONAL, INC – AGREEMENT IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. The Borrower MARRIOTT INTERNATIONAL, INC . By: /s/ Carolyn B. Handlon Title: Executive Vice President and Global Treasurer The Administrative Agent CITIBANK, N.A., as Administrative Agent By: /s/ Diane L. Pockaj Title: Director The _____________ dt 1326860 ; Citibank Citibank, NA As referenced in this Credit Agreement: CITIBANK, N.A. – 10 Conformed Copy U.S. $2,000,000,000 CREDIT AGREEMENT dated as of June 3, 2005 among MARRIOTT INTERNATIONAL, INC. THE BANKS NAMED HEREIN THE ISSUING BANKS NAMED HEREIN CITIBANK, N.A. , as Administrative Agent, CITIGROUP GLOBAL MARKETS INC. and BARCLAYS CAPITAL, as Joint Lead Arrangers and Joint Book Managers BARCLAYS BANK PLC, as Syndication Agent BANK OF AMERICA, N.A., _____________ CITIBANK, N.A. – hereof under the heading Banks (the Banks) and the other Lenders (as defined below) party hereto from time to time, BARCLAYS BANK PLC, as syndication agent ( the Syndication Agent) and CITIBANK, N.A. , as administrative agent (in such capacity, the Administrative Agent) for the Lenders hereunder. The Company has entered into (i) a Credit Agreement dated as of August 5, 2003 with _____________ Citibank, N.A. – agent (in such capacity, the Administrative Agent) for the Lenders hereunder. The Company has entered into (i) a Credit Agreement dated as of August 5, 2003 with certain banks and Citibank, N.A. , as Administrative Agent, (as amended to the date hereof, the Existing 3-Year Credit Agreement), providing for extensions of credit to the Company and certain of its designated wholly- _____________ Citibank, N.A. – principal amount up to but not exceeding $500,000,000 at any one time outstanding and (ii) a Credit Agreement dated as of July 31, 2001 with certain banks and Citibank, N.A. , as Administrative Agent, (as amended to the date hereof, the Existing 5-Year Credit Agreement and, together with the Existing 3-Year Credit Agreement, the Existing Credit Agreements), providing _____________ Citibank, N.A. – Stock of the Company (or other securities convertible into such securities) representing not less than 30% of the combined voting power of all Voting Stock of the Company. Citibank means Citibank, N.A. and its successors. Code means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. COLI Debt means all _____________ dt 1478679 ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Credit Agreement: McGraw-Hill Companies, Inc – of Revolving Loans denominated in a Currency other than Dollars, the Dollar Equivalent thereof at such time). S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc ., or any successor by merger or consolidation to its business. Screen means: (i) in relation to LIBOR, Page 3750 of the Telerate Service of Bridge Information Services (or any _____________ dt 1516698 ;	Royal Bank Royal Bank of Scotland plc As referenced in this Credit Agreement: ROYAL BANK OF SCOTLAND PLC – INC. and BARCLAYS CAPITAL, as Joint Lead Arrangers and Joint Book Managers BARCLAYS BANK PLC, as Syndication Agent BANK OF AMERICA, N.A., THE BANK OF NOVA SCOTIA, and THE ROYAL BANK OF SCOTLAND PLC as Documentation Agents TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1 SECTION 1.01. Certain Defined Terms 1 SECTION 1.02. Computation of Time Periods 28 _____________ Royal Bank of Scotland plc, – Stock, by contract or otherwise. Agents means, collectively, the Administrative Agent, Barclays Bank PLC, as Syndication Agent and Bank of America, N.A., The Bank of Nova Scotia and The Royal Bank of Scotland plc, as Documentation Agents. Alternate Currency means, at any time, any currency other than Dollars, provided that, at such time, (i) such Currency is dealt with in the London interbank _____________ Royal Bank of Scotland plc, – day of such Interest Period shall occur on the next preceding Business Day. Issuing Banks means, collectively, Citibank, Bank of America, N.A., The Bank of Nova Scotia and The Royal Bank of Scotland plc, each as an issuer of any Letter of Credit or such other Lender as shall, with the consent of the Issuing Banks, the Company and the Administrative Agent, have _____________ Royal Bank of Scotland plc – Moodys means Moodys Investors Service, Inc., or any successor by merger or consolidation to its business. Multicurrency Swing Loan Banks means, collectively, Citibank, N.A., Barclays Bank PLC and The Royal Bank of Scotland plc and such other Lenders as shall, with the consent of each Multicurrency Swing Loan Bank, the Administrative Agent and the Company, have MARRIOTT CREDIT AGREEMENT 18 assumed all or any _____________ Royal Bank of Scotland plc – Lenders having Termination Dates falling on or after the expiration date of such Letter of Credit, provided, further, that the Available Amount of all Letters of Credit issued by The Royal Bank of Scotland plc (including the Dollar Equivalent of the Available Amount of such Letters of Credit denominated in Euros, Swiss Francs and Sterling) shall not at any time exceed $20,000,000. _____________ dt 1500197 ; Banco Bilbao Banco Bilbao Vizcaya Argentaria SA ( Regional Banks ) As referenced in this Credit Agreement: BANCO BILBAO VIZCAYA ARGENTARIA S – David Parker, Jr Title: Vice President MARRIOTT CREDIT AGREEMENT $33,000,000 PNC BANK, NATIONAL ASSOCIATION By: /s/ Douglas H. Klamfoth Title: Vice President MARRIOTT CREDIT AGREEMENT $25,000,000 BANCO BILBAO VIZCAYA ARGENTARIA S .A., NEW YORK BRANCH By: /s/ John Martini Title: Vice President By: /s/ Hector O. Villagas Title: Vice President MARRIOTT CREDIT AGREEMENT $25,000,000 FIFTH THIRD BANK By: / _____________ dt 1320488 ; More...
Full Doc	2001	Credit Agreement Credit Agreement (383K) Doc #731997: This document is immediately available for purchase, but does not have a preview available for viewing. 731997	Marriott Int'l Marriott International Inc. ( Hotels & Motels )
Preview Full Doc	2004	Credit Agreement Credit Agreement (277K) Doc #1009800: Click preview link for longer preview. CREDIT AGREEMENT among INNKEEPERS USA TRUST and INNKEEPERS USA LIMITED PARTNERSHIP, as Borrowers WELLS FARGO BANK, N.A., as Administrative Agent, Sole Lead Arranger and THE LENDERS NAMED HEREIN, as Lenders $135,000,000 As of July 23, 2004 CALYON NEW YORK BRANCH and WACHOVIA BANK, NATIONAL ASSOCIATION as Co-Syndication Agents and PNC BANK, NATIONAL ASSOCIATION as Documentation Agent TABLE OF CONTENTS . . . 1009800	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Credit Agreement: Marriott International, Inc – purchase price (in whatever form paid) of any predecessor Operating Lease paid to the immediately prior Lessee that was not a Consolidated Affiliate of the Trust. Approved Franchise means any Marriott International, Inc ., Hilton Hotels Corporation, Intercontinental Hotels Group, PLC, Wyndham International, Inc., or Starwood Hotels & Resorts Worldwide Inc. franchise or license or another franchise or license approved by Required Lenders _____________ Marriott International, Inc – and copyrights; (c) deferred expenses (other than deferred franchise conversion fees arising under that certain Omnibus Agreement for a 17 Hotel Conversion, dated March 25, 2003, among various affiliates of Marriott International, Inc ., on the one hand, and the Trust and various of its affiliates, on the other hand); (d) loans and advances to any stockholder, director, officer, or employee; and (e) _____________ dt 1326870 ; Innkeepers USA Innkeepers USA Trust ( Real Estate ) As referenced in this Credit Agreement: INNKEEPERS USA TRUST – Credit Agreement EX-10.10 2 dex1010.htm CREDIT AGREEMENT EXHIBIT 10.10 CREDIT AGREEMENT among INNKEEPERS USA TRUST and INNKEEPERS USA LIMITED PARTNERSHIP, as Borrowers WELLS FARGO BANK, N.A., as Administrative Agent, Sole Lead Arranger and THE LENDERS NAMED HEREIN, as Lenders $135,000,000 As _____________ INNKEEPERS USA TRUST, – Exhibit G Form of Assignment and Acceptance Exhibit H Form of Notice of Swingline Borrowing Credit Agreement CREDIT AGREEMENT THIS CREDIT AGREEMENT is dated as of July 23, 2004, among INNKEEPERS USA TRUST, a Maryland real estate investment trust (the Trust) and INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited partnership (the Partnership) (the Trust and the Partnership are individually called a Borrower _____________ INNKEEPERS USA TRUST, – BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of Page Intentionally Left Blank; Signature Pages Follow.] Credit Agreement 74 SIGNATURE PAGE TO CREDIT AGREEMENT BETWEEN INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED PARTNERSHIP, WELLS FARGO BANK, N.A., AS ADMINISTRATIVE AGENT, AND THE LENDERS DEFINED THEREIN EXECUTED as of the day and year first mentioned. INNKEEPERS USA TRUST, _____________ INNKEEPERS USA TRUST, – BETWEEN INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED PARTNERSHIP, WELLS FARGO BANK, N.A., AS ADMINISTRATIVE AGENT, AND THE LENDERS DEFINED THEREIN EXECUTED as of the day and year first mentioned. INNKEEPERS USA TRUST, a Maryland real estate investment trust, as a Borrower By: /s/ Mark Murphy Mark Murphy General Counsel and Secretary INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited partnership, as a _____________ INNKEEPERS USA TRUST, – as a Borrower By: INNKEEPERS FINANCIAL CORPORATION, a Virginia corporation, General Partner By: /s/ Mark Murphy Mark Murphy Vice President and Secretary Credit Agreement SIGNATURE PAGE TO CREDIT AGREEMENT BETWEEN INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED PARTNERSHIP, WELLS FARGO BANK, N.A., AS ADMINISTRATIVE AGENT, AND THE LENDERS DEFINED THEREIN WELLS FARGO BANK, N.A., as Administrative Agent and a Lender By: / _____________ dt 1501029 ; InterContinental InterContinental Hotels Group plc ( Hotels & Motels ) As referenced in this Credit Agreement: Intercontinental Hotels Group, PLC, – of any predecessor Operating Lease paid to the immediately prior Lessee that was not a Consolidated Affiliate of the Trust. Approved Franchise means any Marriott International, Inc., Hilton Hotels Corporation, Intercontinental Hotels Group, PLC, Wyndham International, Inc., or Starwood Hotels & Resorts Worldwide Inc. franchise or license or another franchise or license approved by Required Lenders in writing. Assignment and Acceptance Agreement means _____________ dt 1399702 ;	Wyndham Wyndham International, Inc. ( Hotels & Motels ) As referenced in this Credit Agreement: Wyndham International, Inc – Lease paid to the immediately prior Lessee that was not a Consolidated Affiliate of the Trust. Approved Franchise means any Marriott International, Inc., Hilton Hotels Corporation, Intercontinental Hotels Group, PLC, Wyndham International, Inc ., or Starwood Hotels & Resorts Worldwide Inc. franchise or license or another franchise or license approved by Required Lenders in writing. Assignment and Acceptance Agreement means an Assignment and _____________ dt 1419607 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Credit Agreement: Bank of America, N.A. – have repaid in full the obligations of Borrowers and terminated the commitments (except as set forth in that certain Letter Agreement dated the date hereof, by and between Borrower and Bank of America, N.A. ) under that certain Amended and Restated Credit Agreement dated July 31, 2001, by and among Borrowers, Bank of America, N.A., as administrative agent, and each of the lenders _____________ Bank of America, N.A. – dated the date hereof, by and between Borrower and Bank of America, N.A.) under that certain Amended and Restated Credit Agreement dated July 31, 2001, by and among Borrowers, Bank of America, N.A. , as administrative agent, and each of the lenders party thereto. 5.2 Conditions to all Borrowings. The obligations of Lenders on each Borrowing Date to make all Borrowings (including _____________ dt 1555064 ; More...
Preview Full Doc	2003	Deed of Lease Deed of Lease (247K) Doc #115849: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10 {SEQUENCE}4 DEED OF LEASE by and between CNL RETIREMENT MA3 VIRGINIA, LP a Delaware limited partnership, (as "Landlord"), and MARRIOTT CONTINUING CARE, LLC, a Delaware limited liability company, (as "Tenant") for The Fairfax Continuing Care Retirement Community 9140 Belvoir Wood Parkway, Ft. Belvoir, Virginia DATED AS OF MARCH 28, 2003 {PAGE} {TABLE} {CAPTION} {s}{c} TABLE OF CONTENTS I. DEFINITIONS...................................................................................................1 II. LEASED PROPERTY AND TERM....................................................................................14 Section 2.1 Leased Property..................................................................14 Section 2.2 Condition of Leased Property.....................................................15 Section 2.3 Fixed Term.......................................................................15 Section 2.4 Extended Term....................................................................15 III. RENT.......................................................................................................16 Section 3.1 Rent.............................................................................16 Section 3.2 Late Payment of Rent, Etc........................................................19 Section 3.3 Net Lease........................................................................20 Section 3.4 Lifecare Bonds...................................................................21 IV. USE OF THE LEASED PROPERTY..................................................................................23 Section 4.1 Permitted Use....................................................................23 Section 4.2 Necessary Approvals..............................................................23 Section 4.3 Lawful Use, Etc..................................................................23 Section 4.4 Compliance with Legal/Insurance Requirements, Etc................................23 Section 4.5 Environmental Matters............................................................23 Section 4.6 Title Encumbrances...............................................................25 V. MAINTENANCE AND REPAIRS......................................................................................26 Section 5.1 Maintenance and Repair...........................................................26 Section 5.2 Tenant's Personal Property.......................................................31 Section 5.3 Yield Up.........................................................................31 VI. IMPROVEMENTS, ETC...........................................................................................32 Section 6.1 Improvements to the Leased Property..............................................32 Section 6.2 Construction.....................................................................32 Section 6.3 Salvage..........................................................................32 Section 6.4 Equipment Leases.................................................................32 VII. LIENS......................................................................................................33 VIII. PERMITTED CONTESTS........................................................................................33 IX. INSURANCE...................................................................................................34 Section 9.1 General Insurance Requirements...................................................34 115849	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Deed of Lease: Marriott International, Inc – portion thereof, five percent (5%). "Assumption Agreement" means that certain Assumption and Reimbursement Agreement dated as of March 28, 2003 by and among Marriott International, Inc . and Tenant, as assignors, and CNL Retirement Properties, Inc., CNL Retirement MA3 Pennsylvania, LP, and Landlord, as assignees. "Award" shall mean all _____________ Marriott International, Inc – dated as of March 28, 2003 by and among (i) Tenant, (ii) CNL Retirement MA3, LP, a Delaware limited partnership, or assigns, (iii) Marriott International, Inc ., a Delaware corporation and (iv) CNL Retirement Properties, Inc., a Maryland corporation, pertaining to purchase and sale of the Leased Property. "Fiscal _____________ Marriott International, Inc – respect to the same. "Landlord's Additional Funding Obligation" shall mean the sum of $3,247,959.00 less any amount paid to Marriott International, Inc . pursuant to Section 3 of the First Amendment to the Purchase and Sale Agreement as relating to expenditures made by Marriott International, _____________ Marriott International, Inc – Marriott International, Inc. pursuant to Section 3 of the First Amendment to the Purchase and Sale Agreement as relating to expenditures made by Marriott International, Inc . on the Leased Property prior to the Commencement Date. "Landlord's Additional Investment" shall mean the cost of any repairs, maintenance, renovations _____________ Marriott International, Inc – Sale Agreement, dated as of December 20, 2002, by and between CNL Retirement MA3, LP, as purchaser, Marriott Continuing Care, LLC, as seller, Marriott International, Inc ., as may be amended from time to time. "Refundable Entrance Fees" means any entrance fees paid by residents upon commencing residence at _____________ dt 275868 ; Sunrise Senior Sunrise Senior Living Services, Inc. ( Miscellany ) As referenced in this Deed of Lease: Sunrise Senior Living Services, Inc – O. Box 2809 Orlando, FL 32802-2809 Attn: Thomas E. Francis, Esq. Phone: (407) 843-4600 Fax: (407) 843-4444 If to Tenant: Sunrise Senior Living Services, Inc . 7902 Westpark Drive McLean, Virginia 22102 Attn: Tiffany Tomasso Phone: (703) 744-1607 Fax: (703) 744-1628 with copy to: Sunrise Senior _____________ Sunrise Senior Living Services, Inc – Living Services, Inc. 7902 Westpark Drive McLean, Virginia 22102 Attn: Tiffany Tomasso Phone: (703) 744-1607 Fax: (703) 744-1628 with copy to: Sunrise Senior Living Services, Inc . 7902 Westpark Drive McLean, Virginia 22102 Attn: John Gaul, General Counsel Phone: (703) 744-1710 Fax: (703) 744-1628 with copy to: _____________ dt 268262 ;	Hogan & Hartson Hogan & Hartson ( Legal ) As referenced in this Deed of Lease: Hogan & Hartson, – John Gaul, General Counsel Phone: (703) 744-1710 Fax: (703) 744-1628 with copy to: Hogan & Hartson, L.L.P. 8300 Greensboro Drive, Suite 1100 McLean, Virginia 22102 Attn: Lee Berner, dt 37292 ; CNL Retirement Properties Inc
Preview Full Doc	2000	Deed of Lease Deed of Lease (264K) Doc #276336: Click preview link for longer preview. DEED OF LEASE DATED AS OF JULY 28, 2000 BY AND BETWEEN CNL HOSPITALITY PARTNERS, LP, a Delaware limited partnership AS LANDLORD, AND RST4 TENANT LLC, a Delaware limited liability company AS TENANT {PAGE} TABLE OF CONTENTS ARTICLE 1............................................................1 ARTICLE 2...........................................................16 2.1 Leased Property..............................................16 2.2 Condition of Leased Property.................................17 2.3 Fixed Term...................................................18 2.4 Extended Term................................................18 ARTICLE 3...........................................................19 3.1 Rent.........................................................19 3.2 Late Payment of Rent, Etc....................................24 3.3 Net Lease....................................................25 3.4 Section 3.4 has been intentionally omitted...................26 3.5 Security for Tenant's Performance............................26 ARTICLE 4...........................................................27 4.1 Permitted Use................................................27 4.2 Compliance with Legal/Insurance Requirements, Etc............28 4.3 Environmental Matters........................................29 ARTICLE 5...........................................................30 5.1 Maintenance and Repair.......................................30 5.2 Tenant's Personal Property...................................35 5.3 Yield Up.....................................................35 5.4 Management Agreement.........................................36 ARTICLE 6...........................................................37 6.1 Improvements to the Leased Property..........................37 6.2 Salvage......................................................37 6.3 Equipment Leases.............................................37 ARTICLE 7...........................................................37 ARTICLE 8...........................................................38 ARTICLE 9...........................................................38 9.1 General Insurance Requirements...............................39 9.2 Waiver of Subrogation........................................40 9.3 General Provisions...........................................40 9.4 Blanket Policy...............................................41 9.5 Indemnification of Landlord..................................41 ARTICLE 10..........................................................42 10.1 Insurance Proceeds..........................................42 10.2 Damage or Destruction.......................................43 10.3 Damage Near End of Term.....................................44 10.4 Tenant's Property...........................................44 10.5 Restoration of Tenant's Property............................44 10.6 No Abatement of Rent........................................45 10.7 Waiver......................................................45 ARTICLE 11..........................................................45 11.1 Total Condemnation, Etc.....................................45 11.2 Partial Condemnation........................................45 11.3 Disbursement of Award.......................................46 11.4 Abatement of Rent...........................................46 11.5 Temporary Condemnation......................................46 11.6 Allocation of Award.........................................47 ARTICLE 12..........................................................47 12.1 Events of Default...........................................47 12.2 Remedies....................................................49 12.3 Waiver of Jury Trial........................................51 12.4 Application of Funds........................................51 12.5 Landlord's Right to Cure Tenant's Default...................51 12.6 Security Deposit............................................52 12.7 Good Faith Dispute..........................................52 ARTICLE 13..........................................................52 ARTICLE 14..........................................................53 14.1 Landlord Notice Obligation..................................53 14.2 Landlord's Default..........................................53 14.3 Special Remedies for Landlord Funding Default...............54 14.4 Special Remedy under Section 10.1 and 11.3..................55 ARTICLE 15..........................................................55 15.1 Transfer of Leased Property.................................55 15.2 Conditions of Transfer......................................56 15.3 Transfer of Interest in Landlord............................57 ARTICLE 16..........................................................58 16.1 Subletting and Assignment...................................58 16.2 Required Sublease Provisions................................61 16.3 Permitted Sublease and Assignment...........................62 16.4 Sublease Limitation.........................................63 ARTICLE 17..........................................................63 17.1 Estoppel Certificates.......................................63 17.2 Financial Statements........................................63 17.3 General Operations..........................................64 ARTICLE 18..........................................................65 ARTICLE 19..........................................................65 19.1 Negotiation.................................................65 19.2 Arbitration.................................................65 ARTICLE 20..........................................................66 20.1 Landlord May Grant Liens....................................67 20.2 Subordination of Lease......................................68 20.3 Notices.....................................................70 ARTICLE 21..........................................................70 21.1 Conduct of Business.........................................70 21.2 Maintenance of Accounts and Records.........................70 21.3 Certain Debt Prohibited.....................................70 21.4 Special Purpose Entity Requirements.........................71 21.5 Distributions, Payments to Affiliated Persons, Etc..........72 21.6 Compliance with Franchise Agreement.........................72 ARTICLE 22..........................................................73 22.1 Limitation on Payment of Rent...............................73 22.2 No Waiver...................................................73 22.3 Remedies Cumulative.........................................73 22.4 Severability................................................74 22.5 Acceptance of Surrender.....................................74 22.6 No Merger of Title..........................................74 22.7 Conveyance by Landlord......................................74 22.8 Quiet Enjoyment.............................................74 22.9 Memorandum of Lease.........................................75 22.10 Notices....................................................75 22.11 Construction; Nonrecourse..................................77 22.12 Counterparts; Headings.....................................77 22.13 Applicable Law, Etc........................................78 22.14 Right to Make Agreement....................................78 22.15 Disclosure of Information..................................78 22.16 Trademarks, Trade Names and Service Marks..................79 22.17 Competing Facilities.......................................80 EXHIBITS A - Intentionally Omitted B - Other Leases C - The Land D - Little Lake Bryan Leases {PAGE} DEED OF LEASE THIS DEED OF LEASE is entered into as of this 28th day of July, 2000, by and between CNL HOSPITALITY PARTNERS, LP, a Delaware limited partnership, as landlord ("Landlord"), and RST4 TENANT LLC, a Delaware limited liability company, as tenant ("Tenant"). W I T N E S S E T H : WHEREAS, pursuant to the Purchase Agreement, Landlord has acquired fee simple title to the Leased Property (this and other capitalized terms used and not otherwise defined herein having the meanings ascribed to such terms in Article 1) which is improved by a 159-room Residence Inn by Marriott hotel; and WHEREAS, pursuant to the Purchase Agreement, Landlord is to lease the Leased Property to Tenant and Tenant is to lease the Leased Property from Landlord, all subject to and upon the terms and conditions herein set forth; NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows: ARTICLE 1 DEFINITIONS For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) the terms defined in this Article shall have the meanings assigned to them in this Article and include the plural as well as the singular, (ii) all accounting terms not otherwise defined herein shall have the meanings assigned to them in accordance with GAAP, (iii) all references in this Agreement to designated "Articles," "Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions of this Agreement, and (iv) the words "herein," "hereof," "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision. "Accounting Period" shall mean each four (4) week accounting period of Tenant, except that an Accounting Period may, from time to time, include five (5) weeks in order to conform Tenant's accounting system to Tenant's Fiscal Year. If Tenant shall, for a bona fide business reason, change its Accounting Period during the Term, appropriate adjustments, if any, shall be made with respect to the timing of certain accounting and reporting requirements of this Agreement; provided, however, that, in no event shall any such change or adjustment alter the amount or frequency of payment of Minimum Rent within any Fiscal Year, or alter the frequency of payment of Percentage Rent to less than four (4) times within any Fiscal Year, or otherwise increase or reduce any monetary obligation under this Agreement. "Additional Charges" shall have the meaning given such term in Section 3.1.3. "Affiliated Person" shall mean, with respect to any Person, (a) in the case of any such Person which is a partnership, any partner in such partnership, (b) in the case of any such Person which is a limited liability company, any member of such company, (c) any other Person which is a Parent, a Subsidiary, or a Subsidiary of a Parent with respect to such Person or to one or more of the Persons referred to in the preceding clauses (a) and (b), (d) any other Person who is an officer, director, trustee or employee of, or partner in, such Person or any Person referred to in the preceding clauses (a), (b) and (c), and (e) any other Person who is a member of the Immediate Family of such Person or of any Person referred to in the preceding clauses (a) through (d); provided, however, that, notwithstanding the foregoing, in no event shall Host Marriott Corporation or Sodexho Marriott Services, Inc., or any of their Affiliated Persons, be deemed an Affiliated Person as to Tenant or the Guarantor. "Agreement" shall mean this Deed of Lease, including all Exhibits hereto, as it and they may be amended from time to time as herein provided. "Applicable Laws" shall mean all applicable laws, statutes, regulations, rules, ordinances, codes, licenses, permits and orders, from time to time in existence, of all courts of competent jurisdiction and Government Agencies, and all applicable judicial and administrative and regulatory decrees, judgments and orders, including common law rulings and determinations, relating to injury to, or the protection of, real or personal property or human health (except those requirements which, by definition, are solely the responsibility of employers) or the Environment, including, without limitation, all valid and lawful requirements of courts and other Government Agencies pertaining to reporting, licensing, permitting, investigation, remediation and removal of underground improvements (including, without limitation, treatment or storage tanks, or water, gas or oil wells), or emissions, discharges, releases or threatened releases of Hazardous Substances, chemical substances, pesticides, petroleum or petroleum products, pollutants, contaminants or hazardous or toxic substances, materials or wastes whether solid, liquid or gaseous in nature, into the Environment, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances, underground improvements (including, without limitation, treatment or storage tanks, or water, gas or oil wells), or pollutants, contaminants or hazardous or toxic substances, materials or wastes, whether solid, liquid or gaseous in nature. "Applicable Percentage" shall mean, with respect to any Accounting Period, or portion thereof, with respect to the period beginning on the Commencement Date and ending on the last day of the thirteenth (13th) full Accounting Period following the Commencement Date, two percent (2%), with respect to the fourteenth (14th) through twenty-sixth (26th) full Accounting Periods following the Commencement Date, four percent (4%), and, with respect to each Accounting Period thereafter, five percent (5%). "Award" shall mean all compensation, sums or other value awarded, paid or received by virtue of a total or partial Condemnation of the Leased Property (after deduction of all reasonable legal fees and other reasonable costs and expenses, including, without limitation, expert witness fees, incurred by Landlord, in connection with obtaining any such award). "Base Hotel Sales" shall mean, when used with reference to any Lease Year, Total Hotel Sales for the Base Year and, when used with reference to the first, second or third Fiscal Quarters of any Fiscal Year, 3/13 of Total Hotel Sales for the Base Year and, when used with reference to the fourth Fiscal Quarter of any Fiscal Year, 4/13 of Total Hotel Sales for the Base Year; provided, however, that if the Base Year is delayed beyond the fourteenth (14th) through twenty-sixth (26th) Accounting Periods because of a Force Majeure Event, then, until the Base Year occurs, Base Hotel Sales shall be deemed to be 276336	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Deed of Lease: Marriott International, Inc – the Hotel, as amended from time to time, subject to Landlord's consent as provided in Section 21.6 below. "Franchisor" shall mean Marriott International, Inc ., a Delaware corporation, its successors and assigns. "GAAP" shall mean generally accepted accounting principles consistently applied. "Gaithersburg Property" shall mean that certain _____________ Marriott International, Inc – hereafter in existence, having jurisdiction over Tenant or the Leased Property or any portion thereof or the Hotel operated thereon. "Guarantor" shall mean Marriott International, Inc ., a Delaware corporation, its successors and assigns. "Hazardous Substances" shall mean any substance: (a) the presence of which requires or may hereafter _____________ Marriott International, Inc – a Management Agreement. "Major Capital Expenditures shall have the meaning given such term in Section 5.1.3(a). "Marriott Companies" shall mean Marriott International, Inc ., a Delaware corporation ("Marriott") and (i) any Subsidiary or Affiliated Person of Marriott, (ii) a partnership in which Marriott, or any Subsidiary _____________ Marriott International, Inc – by the Franchise Agreement. "Purchase Agreement" shall mean that certain Purchase and Sale Agreement, dated as of November 24, 1999, by and between Marriott International, Inc ., as MI, TownPlace Management Corporation and Residence Inn by Marriott, Inc., as Sellers, and CNL Hospitality Partners, LP as purchaser, as the _____________ Marriott International, Inc – Dollars ($500,000) (which amount shall be adjusted upward annually based on changes in the Index) if the Leased Property is insured under Marriott International, Inc .'s insurance program, or (ii) Two Hundred Fifty Thousand Dollars ($250,000) (which amount shall be adjusted upward annually based on changes _____________ dt 276073 ; CNL Hospitality CNL Hospitality Partners, LP ( Miscellany ) As referenced in this Deed of Lease: CNL Hospitality Partners, LP – {DOCUMENT} {TYPE}EX-10 {SEQUENCE}10 {FILENAME}0010.txt {DESCRIPTION}EXHIBIT 10.38 {TEXT} EXHIBIT 10.38 Lease Agreement between CNL Hospitality Partners, LP and RST4 Tenant LLC relating to the Residence Inn - Merrifield {PAGE} DEED OF LEASE DATED AS OF JULY 28, 2000 BY AND _____________ CNL HOSPITALITY PARTNERS, LP – and RST4 Tenant LLC relating to the Residence Inn - Merrifield {PAGE} DEED OF LEASE DATED AS OF JULY 28, 2000 BY AND BETWEEN CNL HOSPITALITY PARTNERS, LP , a Delaware limited partnership AS LANDLORD, AND RST4 TENANT LLC, a Delaware limited liability company AS TENANT {PAGE} TABLE OF CONTENTS ARTICLE _____________ CNL HOSPITALITY PARTNERS, LP – Leases {PAGE} DEED OF LEASE THIS DEED OF LEASE is entered into as of this 28th day of July, 2000, by and between CNL HOSPITALITY PARTNERS, LP , a Delaware limited partnership, as landlord ("Landlord"), and RST4 TENANT LLC, a Delaware limited liability company, as tenant ("Tenant"). W I T _____________ CNL Hospitality Partners LP – term has been intentionally deleted because Landlord has acquired the telephone switches and voice mail relating to the Leased Property.] "CHLP" shall mean CNL Hospitality Partners LP , a Delaware limited partnership. "CHLP and CHP Guaranty" shall mean the guaranty agreement, dated as of the date hereof, made by CHLP _____________ CNL Hospitality Partners, LP – November 24, 1999, by and between Marriott International, Inc., as MI, TownPlace Management Corporation and Residence Inn by Marriott, Inc., as Sellers, and CNL Hospitality Partners, LP as purchaser, as the same may be amended from time to time. "Rent" shall mean, collectively, the Minimum Rent, Percentage Rent and _____________ dt 194869 ; CNL Hospitality CNL Hospitality Properties, Inc. ( Real Estate ) As referenced in this Deed of Lease: CNL Hospitality Properties, Inc – date hereof, made by CHLP and CHP for the benefit of Tenant, as may be amended from time to time. "CHP" shall mean CNL Hospitality Properties, Inc ., a Maryland corporation. "Claim" shall have the meaning given such term in Article 8. "Code" shall mean the Internal Revenue Code of _____________ CNL Hospitality Properties, Inc – the indemnification obligation pursuant to Section 9.5 below. All such policies described in Sections 9.1(a) through (d) shall name Landlord, CNL Hospitality Properties, Inc ., and any Hotel Mortgagee as additional insureds, loss payees, or mortgagees, as their interests may appear and to the extent of their _____________ dt 194799 ;	Host Marriott Host Marriott Corp. ( Real Estate ) As referenced in this Deed of Lease: Host Marriott Corp – or of any Person referred to in the preceding clauses (a) through (d); provided, however, that, notwithstanding the foregoing, in no event shall Host Marriott Corp oration or Sodexho Marriott Services, Inc., or any of their Affiliated Persons, be deemed an Affiliated Person as to Tenant or the Guarantor. " _____________ Host Marriott Corp – control (whether by contract, through ownership of securities or otherwise); it being understood and agreed that, as of the date hereof, (x) neither Host Marriott Corp oration or Sodexho Marriott Services Corporation is a Subsidiary of the Guarantor and (y) the Guarantor is not a Subsidiary of Host Marriott _____________ Host Marriott Corp – Host Marriott Corporation or Sodexho Marriott Services Corporation is a Subsidiary of the Guarantor and (y) the Guarantor is not a Subsidiary of Host Marriott Corp oration or Sodexho Marriott Services, Inc. "Successor Landlord" shall have the meaning given such term in Section 20.2. "System Standards" shall mean _____________ dt 186904 ; RST4 Tenant LLC
Preview Full Doc	2001	Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (288K) Doc #269102: Click preview link for longer preview. Requested by and when recorded return to: SAN MATEO FUNB Loan No. 265950357 Orrick, Herrington & Sutcliffe LLP 666 Fifth Avenue New York, New York 10103 Attention: Ms. Oona Fitzpatrick Assessor's Parcel No.: 035-610-030 DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING INNKEEPERS RESIDENCE SAN MATEO, L.P., TRUSTOR TO COMMONWEALTH LAND TITLE COMPANY, AS TRUSTEE FOR THE BENEFIT OF FIRST UNION NATIONAL BANK, BENEFICIARY Date: December __, 2000 Property Address: 2000 Windward Way City: San Mateo County: San Mateo State: California {PAGE} DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this "Deed of Trust") is made as of December __, 2000 by INNKEEPERS RESIDENCE SAN MATEO, L.P., a Virginia limited partnership, as Trustor ("Trustor"), whose address is c/o Innkeepers USA Trust, 306 Royal Poinciana Way, Palm Beach, Florida 33480, to COMMONWEALTH LAND TITLE COMPANY, a California corporation, as Trustee ("Trustee"), whose address is 525 Market Street, Suite 2320, San Francisco, California 94105, for the benefit of FIRST UNION NATIONAL BANK, a national banking association, as Beneficiary ("Beneficiary"), whose address is One First Union Center DC-6, Charlotte, North Carolina 28288-0166. W I T N E S S E T H: THAT FOR AND IN CONSIDERATION OF THE SUM OF TEN AND NO/100 DOLLARS ($10), AND OTHER VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, TRUSTOR HEREBY IRREVOCABLY MORTGAGES, GRANTS, BARGAINS, SELLS, CONVEYS, TRANSFERS, PLEDGES, SETS OVER AND ASSIGNS UNTO TRUSTEE, IN TRUST, WITH POWER OF SALE AND RIGHT OF ENTRY AND POSSESSION, all of Trustor's estate, right, title and interest in, to and under any and all of the following described property, whether now owned or hereafter acquired by Trustor (collectively, the "Mortgaged Property"): (A) All that certain real property situated in the City of San Mateo, County of San Mateo, State of California, more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the "Premises"), together with all of the easements, rights, privileges, franchises, tenements, hereditaments and appurtenances now or hereafter thereunto belonging or in any way appertaining thereto, and all of the estate, right, title, interest, claim and demand whatsoever of Trustor therein or thereto, either at law or in equity, in possession or in expectancy, now or hereafter acquired; (B) All structures, buildings and improvements of every kind and description now or at any time hereafter located or placed on the Premises (the "Improvements"); (C) All furniture, furnishings, fixtures, goods, equipment, inventory or personal property owned by Trustor and now or hereafter located on, attached to or used in and about the Improvements, including, but not limited to, all machines, engines, boilers, dynamos, elevators, stokers, tanks, cabinets, awnings, screens, shades, blinds, carpets, draperies, lawn mowers, and all appliances, plumbing, heating, air conditioning, lighting, ventilating, refrigerating, disposal and incinerating equipment, and all fixtures and appurtenances thereto, and such other goods and chattels and personal property owned by Trustor as are now or hereafter used or furnished in operating the Improvements, or the activities conducted therein, and all building materials and equipment hereafter situated on or about the Premises or Improvements, and all warranties and guaranties relating thereto, and all additions thereto and substitutions and replacements therefor (exclusive of any of the foregoing owned or leased by tenants of space in the Improvements); {PAGE} (D) All easements, rights-of-way, strips and gores of land, vaults, streets, ways, alleys, passages, sewer rights, and other emblements now or hereafter located on the Premises or under or above the same or any part or parcel thereof, and all estates, rights, titles, interests, tenements, hereditaments and appurtenances, reversions and remainders whatsoever, in any way belonging, relating or appertaining to the Mortgaged Property or any part thereof, or which hereafter shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter acquired by Trustor; (E) All water, ditches, wells, reservoirs and drains and all water, ditch, well, reservoir and drainage rights which are appurtenant to, located on, under or above or used in connection with the Premises or the Improvements, or any part thereof, whether now existing or hereafter created or acquired; (F) All minerals, crops, timber, trees, shrubs, flowers and landscaping features now or hereafter located on, under or above the Premises; (G) All cash funds, deposit accounts and other rights and evidence of rights to cash, now or hereafter created or held by Beneficiary pursuant to this Deed of Trust or any other of the Loan Documents (as hereinafter defined), including, without limitation, all funds now or hereafter on deposit in the Impound Account, the Replacement Reserve and the Repair and Remediation Reserve (each as hereinafter defined); (H) All leases (including, without limitation, operating leases, oil, gas and mineral leases), licenses, concessions and occupancy agreements of all or any part of the Premises or the Improvements to which Trustor is a party (each, a "Lease" and collectively, "Leases"), whether written or oral, now or hereafter entered into and all rents, royalties, issues, profits, bonus money, revenue, income, rights and other benefits (collectively, the "Rents and Profits") of the Premises or the Improvements, now or hereafter arising from the use or enjoyment of all or any portion thereof or from any present or future Lease or other agreement pertaining thereto or arising from any of the Leases or any of the General Intangibles (as hereinafter defined) and all cash or securities deposited to secure performance by the tenants, lessees or licensees (each, a "Tenant" and collectively, "Tenants"), as applicable, of their obligations under any such Leases, whether said cash or securities are to be held until the expiration of the terms of said Leases or applied to one or more of the installments of rent coming due prior to the expiration of said terms, subject, however, to the provisions contained in Section 1.11 hereinbelow; (I) That certain management agreement dated as of November 1, 1996 between Residence Inn By Marriott, Inc., as manager ("Franchisor"), and Innkeepers Hospitality III, Inc. (f/k/a JF Hotel III, Inc.), as lessee (hereinafter, the "Franchise Agreement"), and all contracts and agreements to which Trustor is a party now or hereafter entered into covering any part of the Premises or the Improvements (collectively, the "Contracts") and all revenue, income and other benefits thereof, including, without limitation, management agreements, service contracts and maintenance contracts, if any, equipment leases, personal property leases and any contracts or documents relating to construction on any part of the Premises or the Improvements (including plans, drawings, surveys, tests, reports, bonds and governmental approvals) or to the management or operation of any part of the Premises or the Improvements; 269102	Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing: Marriott International, Inc – reasonably approved by Beneficiary; or (y) a professional property management company reasonably approved by Beneficiary; provided, however, that any management company controlled by Marriott International, Inc ., Hyatt Hotels Corporation, Hilton Hotels Corporation, Bass PLC, Starwood Hotels and Resorts Worldwide, Inc., Meristar International Hotels and Resorts, Inc. or Jeffrey _____________ dt 275998 ; CLT Commonwealth Land Title Co. ( Real Estate ) As referenced in this Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing: COMMONWEALTH LAND TITLE CO – 610-030 DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING INNKEEPERS RESIDENCE SAN MATEO, L.P., TRUSTOR TO COMMONWEALTH LAND TITLE CO MPANY, AS TRUSTEE FOR THE BENEFIT OF FIRST UNION NATIONAL BANK, BENEFICIARY Date: December __, 2000 Property Address: 2000 Windward Way City: San _____________ COMMONWEALTH LAND TITLE CO – Virginia limited partnership, as Trustor ("Trustor"), whose address is c/o Innkeepers USA Trust, 306 Royal Poinciana Way, Palm Beach, Florida 33480, to COMMONWEALTH LAND TITLE CO MPANY, a California corporation, as Trustee ("Trustee"), whose address is 525 Market Street, Suite 2320, San Francisco, California 94105, for the benefit of _____________ dt 170110 ; Innkeepers USA Innkeepers USA Trust ( Real Estate ) As referenced in this Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing: Innkeepers USA Trust, – of December __, 2000 by INNKEEPERS RESIDENCE SAN MATEO, L.P., a Virginia limited partnership, as Trustor ("Trustor"), whose address is c/o Innkeepers USA Trust, 306 Royal Poinciana Way, Palm Beach, Florida 33480, to COMMONWEALTH LAND TITLE COMPANY, a California corporation, as Trustee ("Trustee"), whose address is _____________ Innkeepers USA Trust – all of the Allocated Loan Amounts set forth in the Note. (c) Notwithstanding any other terms of the Loan Documents, the securities of Innkeepers USA Trust or its successors (collectively, the "REIT") or Innkeepers USA Limited Partnership or its successors (collectively, the "Partnership") (the Partnership and the REIT being _____________ Innkeepers USA Trust – The name and address of Trustor (as Debtor under any applicable Uniform Commercial Code) are: INNKEEPERS RESIDENCE SAN MATEO, L.P. c/o Innkeepers USA Trust 306 Royal Poinciana Way Palm Beach, Florida 33480 The name and address of Beneficiary (as Secured Party under any applicable Uniform Commercial _____________ Innkeepers USA Trust – any part of the Debt. (h) Reference is made to that certain Environmental Indemnity Agreement of even date herewith by and among Trustor, Innkeepers USA Trust and Beneficiary (the "Environmental Indemnity Agreement"). The provisions of this Deed of Trust and the Environmental Indemnity Agreement shall be read together to _____________ dt 176953 ;	First Union First Union National Bank ( Financial ) As referenced in this Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing: FIRST UNION NATIONAL BANK, – SECURITY AGREEMENT AND FIXTURE FILING INNKEEPERS RESIDENCE SAN MATEO, L.P., TRUSTOR TO COMMONWEALTH LAND TITLE COMPANY, AS TRUSTEE FOR THE BENEFIT OF FIRST UNION NATIONAL BANK, BENEFICIARY Date: December __, 2000 Property Address: 2000 Windward Way City: San Mateo County: San Mateo State: California {PAGE} DEED OF TRUST, _____________ FIRST UNION NATIONAL BANK, – COMPANY, a California corporation, as Trustee ("Trustee"), whose address is 525 Market Street, Suite 2320, San Francisco, California 94105, for the benefit of FIRST UNION NATIONAL BANK, a national banking association, as Beneficiary ("Beneficiary"), whose address is One First Union Center DC-6, Charlotte, North Carolina 28288-0166. W _____________ FIRST UNION NATIONAL BANK, – forms of policies, method by which premiums are paid and expiration dates, and (vi) include a standard, non-contributory, mortgagee clause naming EXACTLY: FIRST UNION NATIONAL BANK, its Successors and Assigns ATIMA c/o First Union National Bank, as Servicer P.O. Box 391690 Solon, Ohio 44139-1690 (a) _____________ First Union National Bank, – dates, and (vi) include a standard, non-contributory, mortgagee clause naming

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