HomeMy WebLinkAboutItem 19 - Verification of Lender's Rights AgreementMEMO TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: ROGER NELSON, CITY MANAGER(/
MEETING DATE: FEBRUARY 18, 2003
SUBJECT: APPROVAL OF VERIFICATION OF LENDER'S RIGHTS
AGREEMENT BETWEEN THE CITY OF GRAPEVINE, CORPS
OF ENGINEERS AND THE OPRYLAND HOTEL -TEXAS
RECOMMENDATION:
Recommend City Council approve a Verification of Lender's Rights Agreement between
the City of Grapevine, Corps of Engineers and Opryland Hotel -Texas.
FUNDING SOURCE:
No funds are required.
BACKGROUND:
The Verification of Lender's Rights Agreement has been reviewed and approved by the
City Attorney. The agreement establishes the legal rights available to lenders who
finance the Gaylord Opryland Hotel -Texas in Grapevine. This agreement is standard for
this type of project according to the City Attorney, and is required before permanent
financing of the hotel can be completed.
Staff recommends approval.
February 12, 2003 (2:07PM)
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Feb -11-2003 13;54 From -Boyle & Lowry 9726507105 7-210 P,031/039 F-551
VERIFICATION OF LENDER'S RIGHTS AGREEMENT
by and among
()pryland Hotel — Texas Limited Partnership
me
The United States of America by and through
the Secretary of the Army
W-1
' the City of Grapevine, Texas
Dated, 12003
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This Verification of Lender's Rights Agreement (the "Agreement") is made and entered
into as of this day of 2003 by and among OPRYLAND HOTEL
— TEXAS LIMITED PARTNERSHIP, a limited partnership ("Opryland`�;
the UNITED STATES OF AMERICA, by and through the Secretary of the Army
("United States"); and the CITY OF GRAPEVINE, TEXAS ("City").
Recital
WHEREAS, the United States is the Owner in fee simple of certain land located in the
County of Tarrant, Texas, more particularly described in Exhibit A attached hereto and
incorporated herein (the "Fee Property"); and
WHEREAS, the United States and City entered into a Lease dated March 18, 1994, as
amended by Supplemental Agreement No, 1 to Lease No. DACW63-1-94-0522, dated
May 28, 1998, further amended by Supplemental Agreement No- 2 to Lease No.
DACW63-1-94-0522, dated July 31, 1998, further amended by Supplemental Agreement
No. 3 to Lease No. 'DACW63-1-94-0522, dated April 21, 1999, further amended by
Supplemental Agreement No- 4 to Lease No. DACW63-1-94-0522, dated October 5,
1999, further amended by Supplemental Agreement No. 5 to Lease No. DACW63-1-94-
0522, dated October 8, 1999 and further amended by Supplemental Agreement No. 6 to
Lease No. DACW63-1-94-0522, dated May 22, 2000 providing for the letting of the Fee
Property and other land for the period and on the terms and conditions set forth therein
(the above lease is herein refprred to as the "Fee Lease"); and
referred
WHEREAS, Opiyland and City entered into a Hotel/Convention Center Sublease
Agreement dated May 16, 2000 as amended by Sublease Addendum No. 1 dated July 28,
2000, providing for the, subletting of the Fee )Property for the period and upon the terms
and conditions set forth therein (the above sublease, as modified by the provisions of This
Agreement and as affected by a certain Non -Disturbance Agreement between the United
States and Opryland dated , 2003, (herein referred to as the "Sublease").
WHEREAS, Opryland desires to borrow funds from one or more lenders (each, a
"Lender") from tirric: to time, and to secure such borrowing with a subleasehold deed of
trust and security agreement (a "Mortgage") encumbering Opryland's rights in and to the
Sublease; and
WfMREAS, to induce a Lender to make loans to Opryland, the United States and City
have agreed to consent to such Mortgage in accordance with the provisions of the
Sublease.
Agreement
lan
NOW THEREFORE, for and in consideration of the mutual -al cove, ts and promises
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which is acknowledged by the parties hereto, the parties agree as follows'
- I —
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Feb -11-2003 13:54
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I. Consent to Mortgage. The United States and City consent to Opryland's execution of
the Mortgage, pursuant to which Opryland grants to the Lender a first lien on, inter alis,
Opryland's right, title and interest in and to the Fee Property under the Sublease subject
to the terms and conditions of the Sublease. The United States acknowledges and agrees
that Opryland's grant of the Mortgage will not be deemed to violate any of the terms of
the Lease or cause a default there under. City acknowledges and agrees that Opryland's
grant of the Mortgage will not be deemed to violate any of the terms of the Sublease or
cause a default there under.
2. Notices to Lender. The United States agrees to give notice of default or non-
performance by City of its obligations under the Lease to Lender and. Opryland as
Provided for by Sections 5.3 and 11.4 of the Sublease. City agrees to give notice of
default or the non-performance by Opryland of its obligations under the Sublease to
Lender in the manner set forth in Section. 11 hereof, concurrently with the giving of such
notice to Opryland.
3. Right of Lender and Opryland to Perform. Obligations of City. At all times while the
Lease and Sublease are in effect, Optylai3d and/or Lender shall have the concurrent right,
but not the obligation, to perform on behalf of City any and all of the obligations of City
under the Lease in accordance with the terms of Section 5.3 of the Sublease and subject
to the terms of the Lease, and United States shall accept any such performance by Lender
or Opryland on behalf of City as performance by City without any prejudice to the rights
" of City under the Lease.
4. Right of Lender to Perform Obligations of Opryland_ At all times while the Sublease
is in effect, Lender shall have the right, but not the obligation, to perform on behalf of
Opryland, any and all of the obligations of Opryland under the Sublease in accordance
with the terms of the Sublease, and City shall accept any such perfonnance by Lender on
behalf of Opryland as performance by Opryland without any prejudice to the rights of
Opryland under the Sublease.
5_ Right to Cure Prior to^Termination of Lease. Opryland and/or Lender shall -have the
concurrent right, but not the obligation, to cure any default by City under the Lease upon
the same terms and conditions set forth, therein, pursuant to the provisions of Section 5.3
of the Sublease.
6. Rights on .Termination of the Sublease. Lender shall have the right, but not the
obligation, to cure any default by Opryland under the Sublease upon the terms and
conditions set forth in Section 11.4 of the Sublease. In the event of a termination of the
Sublease wbich occurs as a result of a default by Opryland regarding Section 11.0(b),
Section 11.0(c) or Section 11.0(d) of the Sublease, or any other event of default by
Opryland under the Sublease which, by virtue of the fact that the event is triggered upon
the passage of a stated date or period of time, which has elapsed prior to the time that is
aliotted for cure of the same or otherwise, or any; event of default by Opryland of the
Sublease which is not otherwise curable by Lender due to Lender's inability to take
possession of the Fee Property within the time allotted for cure or otherwise (collectively,
. 2 --
mnj'm inion of lender.""
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the "Noncurable Defaults"), City agrees, following any such termination of the Sublease,
to execute a sublease agreement with Lender under terms and conditions as identical as
possible to the Sublease, subject to the provisions of Section 7.10 of the Sublease.
Lender's right to execute a sublease agreement for the Fee Property under this provision
is conditioned on Lender's cure of ay other outstanding default, excepting Non -curable
Defaults, which Noncurabic Defaults nshall be deemed permanently and fully remedied.
7. Lender's Rights Upon Opryland's Default under Loan Documents. In the event of
Opryland's default under the Mortgage or any other agreement evidencing or securing -
any borrowing of Opryland from Lender or any other future obligations or indebtedness
eluding all extensions an
of Opryland to Lender in d renewals thereof (all of such
obligations are herein collectively referred to as "Opryland Obligations"), the Lender
may, at its option, upon giving written notice to City (or the United States as to
Opryland's rights under the Lease), enter upon the Fee Property and exercise all of
Opryland's rights under the Sublease (or the Lease as provided therein and herein)
provided that Lender during any suchtime assumes and performs the obligations of
Opryland under the Sublease. Lender shall have the right to sublet the Sublease Premises
or any part thereof and collect rents there from whicb are due or to become due, and
apply the same after payment of all charges and expenses, to the Opryland Obligations,
subject to the provisions of Section 7.10 of the Sublease.
S. Lease Subordination. Notwithstanding the provisions of the Lease to the contrary,
City shall neither be obligated nor permitted to execute any instrument which
0 the Fee
subordinates the Lease to a mortgage on the United States' fee interest in and to
Property (the "Fee Mortgage") unless such subordination instrument is in form and
substance satisfactory to Opryland and Lender and provides that the foreclosure of the
Fee Mortgage will not extinguish the Lease, the Sublease, any tenancy there under, or the
Lender's Mortga-e or in any way impair the City's rights under the Lease, Opryland's
z'ty interest in its collateral for the Opryland
rights under the Sublease, or Lendcr's security
Obligations, provided that all obligations of Opyrland under the Sublease have been
satisfied. if the subordination instrument is in a forrn satisfactory to Opryland and
Lender, Opryland and Lende shall be obligated to sign such insti-iiinent.
9. Sublease Subordination. 'Notwithstanding the provisions of the Sublease to the
contrary, Opyr-land shall neither be obligated to nor permitted to execute any instrumentC�
which subordinates the Sublease to a mortgage on city's leasehold interest in and to the
Fee Property (the "Sublease Mortgage") unless such subordination instTument is in form
and substance satisfactory to Lender and provides that the, foreclosure of the Sublease
Mortgage will not extinct ish the lien of the Lender's Mortgage Or in any way impair the
Lender's security interest in its collateral for the Opryland Obligations, provided that all
obligations of Opryland under the Sublease have been satisfied. If the subordination
instrument is in a form satisfactory to Lender, Lender shall be obligated to sign such
instrument.
permitted rTn d
10. NO tice, Each notice, demand, election or request provided for or itte to be given
Pursuant to this Agreement (hereinafter in this Section referred to as"Notice") -must be in
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writing and shall be deemed to have been properly given or served by personal delivery
or by sending same by overnight courier or by depositing same n the United States Mail,
postage prepaid and registered or certified, return receipt requested, or by facsimile
transmission or telegraph and addressed as follows:
(A) If to Opryland: Gaylord Entertainment Company
One Gaylord Drive
Nashville, TN 37214
Attn_ Bennett Westbrook
Senior Vice -President ofDevelopment
(615) 316-6557 Facsimile
with a copy to: Gaylord Entertairunent Company
One Gaylord Drive
Nashville, TN 37214
Attn. Carter Todd, Esq.
General Counsel
(615) 316-6544 Facsimile
(B) If to Lender to the address or facsimile number provided by written notice of
Lender or Opryland to City and the United States.
(C) If to the United States: U -S. Army Corps of Engineers
District Engineer
Fort Worth District
CES WF -RE -MM
P.O. Box 17300
Fort Worth, Texas 76102 —0300
(8 17) 8867 Facsimile
(D) If to City: City of Grapevine, Texas
c/o Mayor
P.O. Box 95104
Grapevine, Texas 76051
(817) 410- Facsimile
Each notice shall be effective upon being personally delivered or upon being sent by
ovemight courier or by facsimile transmission or telegraph or upon being deposited in the
United States Mail as aforesaid. The time period within which a response to such notice
must be given or any action taken with respect thereto (if any), however, shall coinruence
to run from the date of receipt if personally delivered, sent by overnight courier, or sent
by facsimile transmission or telegraph, or if so deposited in the United States Mail, the
earlier of three (3) Business Days following such deposit or the date of receipt as
disclosed on the return receipt. Rejection or other refusal to accept or the inability to
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Feb -it -2003 13:55 From -Boyle & Lowry 9726507105 T-210 P-036/039 F-551
deliver because of changed address for which no notice was given shall be deemed to be
receipt of the notice sent. By giving at least thirty (3)) days prior notice thereof, Opryland
and Lender shall have the right from time to time and at any time during the term of this
Agreement to change their respective addresses and each shall have the right to specify as
its address any other address within the United States of America. Notwithstanding
anything herein to the contrary, the "copy to" notice to be given as set forth above is a
courtesy copy only; and a notice given to such person is not sufficient to effect giving a
notice to the principal party, nor does a failure to give such a courtesy copy of a notice
constitute a failure to give notice, to the principal party.
11. Liability of Lender. Nothing contained herein shall be held or construed to transfer
or pass to or impose upon Lender any liability, obligation, warranty, duty or undertaking
of any kind or nature which has been or is imposed upon, agreed to, or assumed by City
or Opryland under the Lease or the Sublease respectively, unless Lender assumes such
obligation for the purpose of maintaining such respective agreement in effect or curing a
default or defaults by City or Opryland as provided herein, whether prior to or after
termination of such agreement. The Lender shall be released and discharged from any
liability it assumes with respect to either the Lease or the Sublease at such time as the
Lender sells and assigns the respective tenancy created thereby.
12. Liability of City. Nothing contained herein shall affect, modify, release or relieve City
from any obligations, warranties, liabilities, duties or undertakings -under the terms of the
Lease, all of which shall be and remain enforceable against City. City hereby consents to
the provisions hereof. I ,
13. Liability of Opryland. Nothing contained herein shall affect, modify, release or
C,
relieve Opryland from any obligations, warranties, liabilities, duties or undertakings
under the terms of the Sublease, all of which shall be and remain enforceable against
Opryland. Opryland consents to the provisions hereof.
14. Successors and Assigns. This Agreement shall, be binding upon and inure to the
benefit of the parties hereto and their successors and assigns. For the, purposes hereof, the -
terms "United States", "City", "Opryland" and "Lender" shall be deemed to include the
respective successors and assigns of each of said parties.
15, Recordation- Lender or Opryland shall be entitled to record this Agreement.
16, Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the state of Texas and applicable Federal law.
17. Headings. The captions in this Agreement are for convenience of reference only and
shall not define or limit the provisions hereof.
18. Counterparls, This Agreement any amendment hereof may be executed M several
QoLuiterparts and by each party on a separate counterpart, each of which when so
executed and delivered shall be an original, and all of which together shall constitute one
-5—
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instrument. In proving this Agreement, it shall not be necessary to produce or account for
more than one such counterpart signed by the party against whom enforcement is sought.
19. Third Party ,beneficiary_ This Agreement shall be binding upon aad enforceable by
the parties hereto and by each Lender that from time to time mares a loan to Opryland
secured by a Mortgage. Each such Lender shall be a third party beneficiary of this
Agreement. Landlord will, within seven (7) days after written request providing the
name and address of a prospective lender, confirm in writing the application of this
agreement to such Iender and its Mortgage.
IN WITNESS WHEREOF, this Verification of Lender's Rights is executed as of the day
and year first above written.
OPRYLAND HOTEL —TEXAS LIMITED :PARTNERSHIP
BY: OPRYLAND HOSPITALITY, LLC
ITS: GENERAL PARTNER
BY:
David Kloeppel
ITS: Chief Financial Officer
I
THE UNITED STATES OF AMERICA BY AND THROUGH
THE SECRETARY OF THE ARMY
WA
Hyla J'_ Head
ITS: - Chief, Real Estate Division
Fort 'Worth District
U.S. Army Corps of Engineers
CITY OF GRAPEVINE, TEXAS
:
Roger Nelson
ITS: City Manager
-6--
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Feb -11-2003 13:56 From -Boyle & Lowry 9726507105 T-210 P-038/039 F-551
Exhibit A
Fee Property
pYCran=U'vcH6ca,,ioj 01 i_,nder do<
9726507105
Feb-11-2003 13:56 From-Boyle & Lowry 9726507105 T-210 P.039/039 F-551
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