Agrmt escrow document #30
AGREEMENT REGARDING ESCROWED DOCUMENTS
THIS AGREEMENT REGARDING ESCROWED DOCUMENTS (this
"Agreement"), dated as of the 20th day of September, 1996, among the MIAMI BEACH
REDEVELOPMENT AGENCY, a public body corporate and politic (the "Agency"), the CITY
OF MIAMI BEACH, a municipal corporation of the State of Florida (the "City"), ST. MORITZ
HOTEL CORP., a Florida corporation ("SMHC"), and LOEWS HOTELS HOLDING
CORPORATION, a Delaware corporation ("LHHC").
RECITALS
A. The Agency, the City, SMHC and LHHC have entered into that certain Escrow
Agreement (the "Escrow Agreement"), dated as of the 17th day of July, 1996, among the
Agency, the City, SMHC, LHHC and Squire, Sanders & Dempsey, as Escrow Agent (the
"Escrow Agent").
B. Pursuant to that certain Notice to Escrow Agent, dated as of September 20, 1996,
from the Agency, the City, SMHC and LHHC to the Escrow Agent, a copy of which is attached
hereto as Exhibit I (the "Escrow Release Notice"), the Agency, the City, SMHC and LHHC
(i) notified the Escrow Agent that all Conditions (as such term is defmed in the Escrow
Agreement) have been satisfied or waived and (ii) instructed the Escrow Agent to deliver the
Escrowed Documents (as such term is defmed in the Escrow Agreement) at the place and on the
date set forth on Exhibit A thereto.
C. The Agency, the City, SMHC and LHHC (collectively, the "Parties") wish to
enter into this Agreement in order to set forth their mutual understandings regarding the
Escrowed Documents and the Conditions.
NOW, THEREFORE, the Parties hereby agree as follows:
1. Modifications to Escrowed Documents. Each of the Parties hereby acknowledges and
agrees that (i) the Escrowed Documents have been modified since the execution of the Escrowed
Documents and the delivery thereof to the Escrow Agent pursuant to the Escrow Agreement and
(ii) the Escrowed Documents, as so modified, are being re-executed on the date hereof by the
Parties (such modified and re-executed Escrowed Documents being hereinafter referred to as the
"Effective Documents"). Accordingly, each of the Parties hereby acknowledges and agrees that
(x) the Escrowed Documents delivered to the Escrow Agent shall forever remain undated,
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undelivered, ineffective and unenforceable and (y) each Effective Document supersedes in its
entirety the Escrowed Document that was modified to generate such Effective Document.
2. Satisfaction of Conditions. The Parties hereby acknowledge and agree that, for the
purposes of delivering the Escrow Release Notice and instructing the Escrow Agent to deliver
the Escrowed Documents in accordance with the provisions of the Escrow Release Notice, all
of the Conditions, including, without limitation, the Conditions concerning the HUD Funds (as
defined in the HDA (as defined in the Escrow Agreement)), have been satisfied or waived by
the Parties. The preceding sentence shall not, however, constitute a waiver or modification of
any of the covenants, agreements, terms or conditions of the Effective Documents, and all of
the covenants, agreements, terms and conditions of the Effective Documents shall remain
unmodified and unwaived and in full force and effect.
3. Modification. No covenant, agreement, term or condition of this Agreement shall be
changed, modified, altered, waived or terminated except by a written instrument of change,
modification, alteration, waiver or termination executed by all of the Parties.
4. Successors. This Agreement shall be binding upon and inure to the benefit of the Parties,
their heirs, executors and administrators; provided, however, that neither this Agreement nor
any of the rights, interests or obligations hereunder may be assigned by any of the Parties
without the prior written consent of the other Parties.
5. Construction. This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida, without regard to principles of conflict of laws.
6. Miscellaneous. The titles to the paragraphs or sections of this Agreement are solely for
the convenience of the Parties and shall not be used to explain, modify, simplify or aid in the
interpretation of the provisions of this Agreement. All references in this Agreement to the terms
"herein", "hereunder" and words of similar import shall refer to this Agreement, as
distinguished from the paragraph or Section within which such term is located. This Agreement
may be executed in counterparts, each of which shall be deemed an original but all of which
together shall represent one instrument. If any provision of this Agreement or the application
thereof to any person or circumstances is, to any extent, finally determined by a court of
competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement, and the
application of such provision to persons or circumstances other than those to which it is held
invalid or unenforceable, shall not be affected thereby and each term and provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.
7. Entire Agreement. This Agreement contains all of the promises, agreements, conditions,
inducements and understandings between the Parties and there are no promises, agreements,
conditions, understandings, inducements, warranties or representations, oral or written, express
or implied, between them other than as expressly set forth herein, except for (a) that certain
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Hold Harmless and Indemnification Agreement, dated December 18, 1995 and amended
December 20, 1995, between the Agency and the SMHC, as the same may heretofore have been
amended, (ii) the Effective Documents and (iii) any other documents executed simultaneously
with the Effective Documents by the Parties.
EXECUTION
IN WITNESS WHEREOF, the Parties, intending to be legally bound, have executed this
Agreement as of the day and year first above written.
ATTEST:
MIAMI BEACH REDEVELOPMENT
NCY
By: ~LP~A (~~
Robert Parcher
Secretary
CITY OF MIAMI BEACH, FLORIDA
By:
~~F~
By:
ATTEST:
Robert Parcher
City Clerk
fORM APPROVED
LEGA~~
By 111
Date CP /p/'J b .
FORM APPROVED
REDEVELOPMENT AGENCY
GENERAL COUNSEL
By d# #~
Date !llw/%
3
DOB:[04984.DOCS.MIAMI]AGREEMENT _ESCROWED _DOCUMENTS.2
By:
r
ATTEST:
DOB:[04984.DOCS.MIAMI]AGREEMENT _ESCROWED _ DOCUMENTS.2
ST. MORITZ HOTEL CORP.
LOEWS HOTELS HOLDING
CORPORATION
4
EXHIBIT I
ESCROW RELEASE NOTICE
[See Attached]
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NOTICE TO ESCROW AGENT
September 20, 1996
Squire, Sanders & Dempsey
201 South Biscayne Boulevard
Suite 2900
Miami, Florida 33131
Escrow Agreement (the "Escrow Agreement"), dated as of July 17, 1996, among the
Miami Beach Redevelopment Agency, a public body corporate and politic (the
"Agency"), the City of Miami Beach, a municipal corporation of the State of Florida (the
"City"), St. Moritz Hotel Corp., a Florida corporation ("SMHC"), Loews Hotels
Holding Corporation, a Delaware corporation ("LHHC"), and Squire, Sanders &
Dempsey, an Ohio general partnership, as Escrow Agent (the "Escrow Agent")
Ladies and Gentlemen:
Reference is hereby made to the Escrow Agreement. All capitalized terms used
herein shall have the meanings ascribed thereto in the Escrow Agreement except as otherwise
specified herein.
The Agency, the City, SMHC and LHHC hereby notify the Escrow Agent that
all of the Conditions have been satisfied or waived by the Parties in accordance with the
provisions of the Escrow Agreement. The Parties hereby instruct the Escrow Agent to deliver
the Escrowed Documents to the Parties at the place and on the date set forth in Exhibit A
attached hereto and made a part hereof.
Very truly yours,
By:_R~} fW'-~
Robert Parcher
Secretary
By:
ATTEST:
MIAMI BEACH REDEV
NCY
DOB: [04984.DOCS. MIAMI]INSTRUCTIONS _ESCROW _ AGENT. 2
FORM APPROVED
REDEVELOPMENT AGENCY
GENERAL COUNSEL
By 41 {lJ#--
Date ~/~h"'
ATTEST:
By:
~b~ PAALL
Robert Parcher
City Clerk
ATTEST:
By:
By:
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DOB: [04984. DOCS.MIAMIlINSTRUC110NS _ESCROW _ AGENT.2
CITY OF MIAMI BEACH, FLORIDA
ST. MORITZ HOTEL CORP.
0r
LOEWS HOTELS HOLDING
CORPORATION
By:
Name:
Title:
fORM APPROVED
LEGAL ~
8y~a .
Date 9/~h{, .
2
EXHmIT A
The Escrowed Documents shall be delivered as follows:
Date:
September 20, 1996
.
Place:
Hughes Hubbard & Reed
201 South Biscayne Boulevard
Miami, Florida 33131
DOB: (04984. DOCS. MIAMijINSTRUCTlONS _ESCROW _AGENT.2