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EXHIBIT 10.10
AMENDMENT NO. 1
TO
MASTER
LEASE AGREEMENT
BETWEEN
XXXXXXX INNS, INC., SIGNATURE PROPERTIES, LLC,
SIGNATURE PROPERTIES OF ILLINOIS, L.P.,
SIE CORPORATION, AND
SI SPRINGFIELD CORPORATION
AS LESSOR,
AND
XXXXXXX HOSPITALITY, LLC,
AS LESSEE
AMENDMENT DATED AS OF MAY 7, 1999
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AMENDMENT NO. 1 TO MASTER LEASE AGREEMENT
THIS AMENDMENT NO. 1 TO MASTER LEASE AGREEMENT (hereinafter called
"Lease"), made as of the 7th day of May, 1999, by and between Xxxxxxx Inns,
Inc., a Georgia corporation (hereinafter called "Lessor"), and Xxxxxxx Operating
Company, a Delaware corporation (hereinafter called "Lessee"), provides as
follows:
RECITALS:
The parties hereto entered into that certain Master Lease Agreement
dated as of May 7, 1999 (the "Lease") covering the "Leased Property" as therein
defined. The parties desire to amend the Lease in the manner hereinafter set
forth.
NOW, THEREFORE, the parties hereto, in consideration of the covenants
and agreements to be performed by them as provided hereby, and upon the terms
and conditions hereinafter stated, does hereby amend the Lease in the manner and
subject to the terms and conditions hereinafter set forth. Unless otherwise
defined herein, capitalized terms shall have the meanings ascribed to them in
the Lease.
A. AMENDMENT TO PROVISION DEFINING ROOM REVENUES
The definition of Room Revenues set forth in Article III shall be
amended and restated in its entirety so that it provides as follows:
Room Revenues: Shall mean gross revenue from the rental of
Rooms, whether to individuals, groups or transients, together with any
fees collected for amenities including, but not limited to telephone,
laundry, movies or concessions, but excluding the following:
(a) The amount of all credits, rebates or refunds to
customers, guests or patrons;
(b) All sales taxes or any other excise taxes imposed on
the rental of such guest rooms; and
(c) Revenues from the sale of any alcoholic beverages, if
and to the extent prohibited by applicable law of the
jurisdiction in which a particular Individual Leased
Property is located.
B. AMENDMENT TO PROVISIONS REGARDING RENT
Section 3.1 of Article III shall be amended and restated in its
entirety so that it provides as follows:
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3.1. RENT. Lessee will pay to Lessor in lawful money of the United
States of America which shall be legal tender for the payment of public and
private debts, in immediately available funds, at Lessor's address set forth in
Article XXXI hereof or at such other place or to such other Person, as Lessor
from time to time may designate in a Notice, all Base Rent, Percentage Rent and
Additional Charges, during the Term, as follows:
a. Base Rent: The "Base Rent" shall be $394.00 per Room
per month multiplied by the number of Rooms comprising the Leased
Property on the first day of any calendar month during the Term, and
shall be payable on or before the twenty-fifth day of such calendar
month; provided however, that the first monthly payment of Base Rent
shall be payable on the Commencement Date and that the first and last
monthly payments of Base Rent shall be prorated as to any partial
month.
b. Percentage Rent: Percentage rent ("Percentage Rent")
shall be determined as follows:
(i) First, by adding amounts equal to 37% of the
Average Daily Per Room Revenues up to the Initial Per Room
Revenues Amount, 65% of the next $10.00 in Average Daily Per
Room Revenues and 70% of the amount by which Average Daily Per
Room Rentals exceed the sum of the Initial Per Room Revenues
Amount plus $10.00;
(ii) Second, such sum shall be multiplied by the
number of the Rooms comprising the Leased Property each day
during the applicable period;
(iii) Third, such product for each day will then be
added to the product for each other day during the period for
which the Percentage Rent is being computed; and
(iv) Fourth, such product shall be reduced by the
amount of Base Rent paid during the period for which
Percentage Rent is being computed.
"Average Daily Per Room Revenues" means an amount determined by
dividing the total Room Revenues attributable to the Leased Property received by
the Lessee during any period for which the Percentage Rent computation is to be
made by the sum of the number of the Rooms comprising the Leased Property each
day during the applicable period. For example, if the total Room Revenues for a
Fiscal Year were $10,500,000 during which there were 614 Rooms during 180 days
of the Fiscal Year and 820 Rooms during 185 days of the Fiscal Year, the Average
Per Room Revenues for that Fiscal Year would be calculated by dividing
$10,500,000 by 262,220 (614 x 180 plus 820 x 185) and would be $40.0427 (even
though the Average Daily Rate would be $57.20 per day if the Lessee were
realizing a 70% average occupancy during the Fiscal Year).
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"Initial Per Room Revenues Amount" from the execution of this Lease
until December 31, 1999 shall be $35.80, subject to adjustment as provided in
the following paragraph.
The Initial Per Room Revenues Amount shall each be adjusted on January
1 of each Fiscal Year beginning after December 31, 1999, beginning with January
1, 2000, by adding to the Initial Per Room Revenues Amount for the immediately
preceding Fiscal Year a dollar amount determined by multiplying the Initial Per
Room Revenues Amount in effect for the immediately preceding Fiscal Year by the
percentage increase, if any, in the CPI (as hereinbelow defined) for the
immediately preceding Fiscal Year as compared to the CPI for the next preceding
Fiscal Year. The term "CPI" means the Consumer Price Index for all Urban
Consumers - U.S. City Average for all Items (1982-84 = 100) of the Bureau of
Labor Statistics of the United States Department of Labor. If the CPI published
by the Department of Labor, Bureau of Labor Statistics is changed so that it
affects the calculations hereunder, the CPI shall be converted in accordance
with a conversion factor published by the United States Department of Labor,
Bureau of Labor Statistics. If the CPI is discontinued or revised, Lessor and
Lessee shall in good faith agree upon a suitable substitute.
C. CONTINUATION OF LEASE EXCEPT AS SPECIFICALLY AMENDED HEREBY
Except as specifically amended and modified hereby, the terms and
provisions of the Lease as heretofore in effect are hereby ratified and
confirmed and remain in full force and effect.
"LESSOR"
XXXXXXX INNS, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Attest: Xxxxx X. Xxxxxxx, President
/s/ Xxxxxx X. Xxxxxx
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Secretary
SIGNATURE PROPERTIES, LLC
By: /s/ Xxxxx X. Xxxxxxx
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Attest: Xxxxx X. Xxxxxxx, President/Manager
/s/ Xxxxxx X. Xxxxxx
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Secretary
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SIGNATURE PROPERTIES OF
ILLINOIS, L.P.
By: Xxxxxxx Investments, Inc., General
Partner
By: /s/ Xxxxxx X. Xxxxxxx
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Attest: Xxxxxx X. Xxxxxxx, President
/s/ Xxxxxx X. Xxxxxx
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Secretary
SIE CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
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Attest: Xxxxx X. Xxxxxxx, President
/s/ Xxxxxx X. Xxxxxx
--------------------------
Secretary
SI SPRINGFIElD CORPORATION
Attest: By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, President
/s/ Xxxxxx X. Xxxxxx
--------------------------
Secretary
"LESSEE"
XXXXXXX HOSPITALITY, LLC
By: /s/ Xxxxxx X. Xxxxxxx
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Attest: Xxxxxx X. Xxxxxxx, President
/s/ Xxxxxx X. Xxxxxx
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Secretary
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STATE OF GEORGIA )
) ss.
COUNTY OF DeKALB )
The foregoing instrument was acknowledged before me this 22nd day of
July, 1999, by Xxxxx X. Xxxxxxx as President of Xxxxxxx Inns, Inc..
/s/ Xxxxxxxx X. Xxxxx
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Notary Public
My commission expires:
November 3, 0000
----------------------
XXXXX XX XXXXXXX )
) ss.
COUNTY OF DEKALB )
The foregoing instrument was acknowledged before me this 7th day of
May, 1999, by Xxxxx X. Xxxxxxx, as Manager of Signature Properties, LLC.
/s/ Xxxxxxxx X. Xxxxx
--------------------------------------
Notary Public
My commission expires:
November 3, 2002
----------------------
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STATE OF GEORGIA )
) ss.
COUNTY OF DEKALB )
The foregoing instrument was acknowledged before me this 7th day of
May, 1999, by Xxxxxx X. Xxxxxxx, as President of Xxxxxxx Investments, Inc.,
General Partner of Signature Properties of Illinois, L.P.
/s/ Xxxxxxxx X. Xxxxx
--------------------------------------
Notary Public
My commission expires:
November 3, 0000
----------------------
XXXXX XX XXXXXXX )
) ss.
COUNTY OF DEKALB )
The foregoing instrument was acknowledged before me this 7th day of
May, 1999, by Xxxxx X. Xxxxxxx, as President of SIE Corporation.
/s/ Xxxxxxxx X. Xxxxx
--------------------------------------
Notary Public
My commission expires:
November 3, 2002
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STATE OF GEORGIA )
) ss.
COUNTY OF DEKALB )
The foregoing instrument was acknowledged before me this 7th day of
May, 1999, by Xxxxx X. Xxxxxxx, as President of SI Springfield Corporation.
/s/ Xxxxxxxx X. Xxxxx
--------------------------------------
Notary Public
My commission expires:
November 3, 0000
----------------------
XXXXX XX XXXXXXX )
) ss.
COUNTY OF DeKALB )
The foregoing instrument was acknowledged before me this 7th day of
May, 1999, by Xxxxxx X. Xxxxxxx, as President and Manager of Xxxxxxx
Hospitality, LLC .
/s/ Xxxxxxxx X. Xxxxx
--------------------------------------
Notary Public
My commission expires:
November 3, 2002
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