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EXHIBIT 10.110
TERMINATION OF LEASE AGREEMENT
THIS TERMINATION OF LEASE AGREEMENT (the "Agreement") is made and
entered into by and between COI HOTEL GROUP, INC. ("Lessee"), a Delaware
corporation, and CRESCENT REAL ESTATE FUNDING IX, L.P. ("Lessor"), a Delaware
limited partnership, successor-in-interest to Crescent Real Estate Equities
Limited Partnership, a Delaware limited partnership ("CREELP").
WITNESSETH:
WHEREAS, Crescent Real Estate Equities Limited Partnership, as the
owner of those certain tracts or parcels of land situated in Harris County,
Texas, which are more particularly described in Exhibit " A " attached hereto
and made a part hereof for all purposes (collectively, the "Land"), together
with certain improvements located thereon known as The Four Seasons Hotel
Houston (the Land together with the improvements located thereon shall be
referred to herein as the "Hotel"), entered into that certain Lease Agreement
dated effective as of September 22, 1997 (herein called the "Lease Agreement")
in favor of Lessee covering the Hotel and other properties therein described;
and
WHEREAS, CREELP, in its capacity as "Owner", entered into that certain
Amended and Restated Houston Center Hotel and Residential Management Agreement
dated as of September 22, 1997, with Four Seasons Hotel Limited ("Four
Seasons"), a corporation incorporated under the laws of the Province of Ontario,
in its capacity as "Operator", to operate and manage the Hotel, as amended
pursuant to (1) two side letter agreements, each dated September 22, 1997, and
(2) First Amendment to Amended and Restated Houston Center Hotel and Residential
Management Agreement dated June 1, 2000 (as amended, the "Management
Agreement"); and WHEREAS, Lessor has succeeded to all of the rights, titles and
interests of CREELP in and to the Hotel as well as all of the rights and
interests of CREELP under the Lease Agreement and under the Management
Agreement; and
WHEREAS, the Lease Agreement was amended by First Amendment to Lease
Agreement dated December 31, 1998, between Lessor and Lessee (the Lease
Agreement as amended by the First Amendment to Lease Agreement shall be herein
referred to as the "Lease"); and
WHEREAS, Article XXXVII of the Lease grants to Assignor the option to
terminate the Lease in connection with the sale of the Hotel and in
consideration for the payment of certain sums provided for therein; and
WHEREAS Lessee has agreed to the termination of the Lease on the terms
hereinafter set forth.
NOW, THEREFORE, for TEN and NO/100 DOLLARS and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Lessor and Lessee do hereby agree as follows:
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1. As of the "Effective Time" hereinafter set forth, the Lease shall
terminate and be of no further force and effect except as to all
obligations of the parties thereunder which are existing as of the
Effective Time and survive termination of the Lease, including but not
limited to Lessee's obligations under Sections 7.4, 7.5, 7.7 and 7.10,
and Lessee's and Lessor's obligations under Sections 20.1 and 38.1 of
the Lease. All of Lessee's obligations with respect to payment of Base
Rent, Percentage Rent and Impositions, as such terms are defined in
this Lease, shall be prorated between the Lessee and Lessor as of the
Effective Time.
2. Following the Effective Time, Lessor and Lessee agree that they shall
cooperate in a good faith effort to reach an agreement as to the amount
of a termination fee to be paid by Lessor to Lessee as a result of
termination of the Lease. If Lessor and Lessee are not able to agree
within six months from and after the Effective Time as to the amount of
a termination fee to be paid to Lessee, then Lessor and Lessee agree
that the amount of termination fee shall be determined pursuant to the
provisions of Section 37.1 of the Lease. Although the parties
acknowledge that the compensation required to be paid by Lessor to
Lessee shall be payable in the future in accordance with the foregoing
terms, such deferral of payment of such compensation shall not in any
way or to any extent whatsoever qualify, condition, or impair the
termination of the Lease as of the Effective Time.
3. As of the Effective Time, all of the rights, titles and interests of
Lessee in all of the items referenced in Section 2.1 of the Lease as
the Leased Property, whether existing at the commencement of the Lease
or acquired during the term of the Lease, as well as those items listed
in subparagraphs (aa) through subparagraph (hh), inclusive, in Section
32.1 of the Lease, whether existing at the commencement of the Lease or
acquired during the term of the Lease ( collectively the
"Intangibles"), are hereby transferred, assigned and released by Lessee
to Lessor pursuant to said Section 2.1 of the Lease, including but not
limited to all of Lessee's rights, titles and interests in the
Management Agreement, in all other leases, contracts, concession
agreements and other agreements in effect with respect to the Hotel,
and in all other properties, assets and interests relating to the
Hotel; save and except those properties, assets and interests to which,
by the provisions of the Lease Agreement, Lessee is entitled following
termination of the Lease. As of the Effective Time, Lessor shall assume
and agree to keep, fulfill, observe, perform and discharge each and
every duty and obligation that shall accrue and become performable, due
or owing by Lessee under or with respect to any of the Intangibles,
including, but not limited to the duties and obligations of Lessee, in
its capacity as Owner under the terms and provisions of the Management
Agreement. Lessee agrees that upon request of Lessor (and at Lessor's
expense) it shall execute such other documents as shall be reasonably
necessary to transfer to Lessor any of the Licenses, leases, contracts
and other properties referred to and described in Section 38.1 of the
Lease.
4. Lessee hereby represents and warrants to Lessor that Lessee has the
full right and
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authority to enter into this Agreement and that Lessee has not
previously assigned any of Lessee's rights, titles or interests under
the Lease Agreement or the related properties to any other person or
entity.
5. Lessor hereby represents to Lessee that Lessor has the full right and
authority to execute and enter into this Agreement.
6. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas.
7. This Agreement may be executed in a separate identical counterpart
which taken together shall constitute one and the same instrument.
8. This Agreement and the terms hereof will be binding upon and inure to
the benefit of Lessor and Lessee and their respective successors and
assigns.
9. The Effective Time, as herein defined, shall be one minute before the
dated of the transfer of the Management Agreement from Lessor to HEF
Houston LP .
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EXECUTED to be effective as of the Effective Time.
ASSIGNOR:
COI HOTEL GROUP, INC., a Delaware
corporation
By:
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
ASSIGNEE:
CRESCENT REAL ESTATE FUNDING IX, a
Delaware limited partnership
By: CRE Management IX, LLC, a Delaware
limited liability company, its general
partner
By: Crescent Real Estate Equities,
Ltd., a Delaware corporation, its
manager
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
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EXHIBIT A
LEGAL DESCRIPTION
FOUR SEASONS HOTEL
ITEM ONE:
All of Block 252, S.S.B.B., City of Houston, Harris County, Texas, being that
property bounded by the center lines of Caroline and Austin Streets and Lamar
and Dallas Avenues in the City of Houston, Harris County, Texas, together with
all improvements thereon, including (a) the Four Seasons Hotel-Houston Center;
(b) the skyway connecting Blocks 252 and 131 to the center line of Lamar Avenue;
and ( c) the skyway connecting Blocks 252 and 253 to the center line of Caroline
Street.
ITEM TWO:
All those air rights, as hereinafter defined, in the property described in Item
One, being a portion of those rights conveyed by the City of Houston to Houston
Center Corporation by one or both of the following two Quitclaim Deeds, the
first dated August 26, 1971, recorded under Harris County Clerk's File No.
D404337 and Film Code No. 133-27- 0968; and the second dated December 18, 1973,
recorded under Harris County Clerk's File No. El18604 and Film Code
No.###-##-####, both such deeds being authorized by City of Houston Ordinance
No.70-1881 passed on October 28, 1970, the air rights conveyed by said Quitclaim
Deeds being the City of Houston easement rights between a plane 20 feet above
the crowns of the existing streets and a plane 500 feet above such street
crowns, including those surrounding Item One, there, however, being excepted
from this Item Two such air rights to the extent that the same relate to the
Northerly half of Dallas Avenue from the center line of Caroline Street to the
center line of Austin Street.
ITEM THREE:
A strip of land 4.98 feet wide by 50 feet in length being the City of Houston
easement rights and interests described in and conveyed by that certain
Quitclaim Deed dated August 27, 1956, from the City of Houston, Texas, to M. J.
Salley, recorded in Volume 3216, Page 2, of the Deed Records of Harris County,
Texas.
ITEM FOUR:
A strip of land 4.98 feet wide described in City of Houston Ordinance No.2984,
passed as of August 22, 1956, recorded in Volume 3216, Page 5, of the Deed
Records of Harris County, Texas, establishing a building line 4.98 feet east of
the original building line along Austin Street.
Exhibit A-i
