1st Amendment Town Park
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CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139
www,miamibeachfl,gov
Office of the City Manager
Telephone 305 673-7010
Facsimile 305 673-7782
June 1, 2004
Mr. Don Peebles
RDP Royal Palm Hotel, L TO
550 Biltmore Way Suite 970
Coral Gables, FL 33134
Dear Mr. Peebles:
Enclosed please find an executed copy of the "First Amendment [Re Town Park] to
Agreement of Lease" between RDP Royal Palm Hotet Limited Partnership and the Miami
Beach Redevelopment Agency for your files.
If you have any questions, please do not hesitate to contact me at (305) 673-7010.
Sincerely,
C~~
Assistant City Manager
CMC/rar
F:ICMGRI$ALLICHRISTINIRDAIROYAL PALM 1 ST AMEND TO LEASE. TOWNPARK,TRM EXECUTED,DOC
enclosures
c: Raul Aguila, First Assistant City Attorney
Robert Parcher, City Clerk
Joel Minsker, Esq., Bloom & Minsker
Stuart Hoffman, Esq., Hunton & Williams
FIRST AMENDMENT [RE TOWN PARK] TO AGREEMENT OF LEASE
FIRST AMENDMENT TO AGREEMENT OF LEASE (the "Amendment") is made and entered
into as of the 14th day of January, 2004 by and between RDP ROYAL PALM HOTEL
LIMITED PARTNERSHIP, a Florida limited partnership ("Tenant") and MIAMI BEACH
REDEVELOPMENT AGENCY, a public body corporate and politic ("Owner").
WITNESSETH
A. Owner and Tenant entered into an Agreement of Lease, dated May 28, 1998, (the "Lease"),
relating to real property more particularly described therein (the "Property") and recorded in
official Book 18170, at page 0893, of the Public Records of Miami-Dade County, Florida.
B. Town Park Hotel Corporation, a Tennessee corporation ("Town Park"), is the Hotel Manager
(defined in the Lease) of the Hotel (defined in the Lease).
C. Town Park and P ADC Royal Palm Holdings, LLC ("Borrower") are parties to that certain
Loan Agreement dated April 30, 2001 (the "Loan Agreement"), whereby Town Park agreed
to convey to Borrower a forty-seven and 66/100 percent (47.66%) Class A limited partner-
ship interest in Tenant in consideration for Borrower's execution and delivery ofthat certain
Purchase Money Promissory Note in favor of Town Park (the "Note"), which Note evidences
the loan by Town Park to Borrower (the "Loan").
D. Town Park currently holds a one percent (1 %) limited partnership interest in Tenant.
E. Pursuant to Section 4.01(f) of the Loan Agreement, Town Park desires to confirm that the
Loan will be treated as an equity interest in Tenant for purposes of the Lease so long as the
Loan is outstanding.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consid-
eration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as fol-
lows:
1. Recitals. The foregoing recitals are true and correct.
2. Equity Interest. Owner and Tenant hereby agree that to the extent that the Lease distin-
guishes between Town Park (in its capacity as Hotel Manager) holding or not holding
any equity interest in Tenant, the Loan, so long as it is outstanding, shall be treated for
purposes ofthe Lease as if Town Park is holding an equity interest in Tenant.
3. Any payments made to Town Park in repayment of the Loan or costs in connection with
the Loan shall not be included within the definition of "Operating Expenses" as defined
in the Lease.
4. This Amendment shall have no further force or effect upon the first Sale of the Hotel or
the earlier to occur of (i) termination of the Hotel Management Agreement between Ten-
ant and Town Park or (ii) fifteen (15) years after the Hotel Opening Date.
5. Section 16. 7( e) of the Lease is hereby deleted in its entirety.
6. Tenant warrants and represents to Owner and the City of Miami Beach that recitals B-E
ofthis Amendment are true and correct and are a material inducement for Owner and the
City to enter into this Amendment.
7. No Further Modification. Except as amended by this Amendment, the Lease and all of
its terms and proyisions shall remain in full force and effect. In the event of any conflict
between the provisions of this Amendment and any provision of the Lease, the provi-
sions of this Amendment shall control. All capitalized terms herein shall have the same
meanings as they have in the Lease, unless otherwise defined herein.
IN WITNESS WHEREOF, this Amendment has been duly executed by the parties
hereto.
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Print Name
Secretary
WITNESSES:
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Print Name
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
J I The foregoing instrum.ent was acknowledged before me this .()j~--fA day of
t::i.~ ,2004, by Jlob>rr Pll-r(~r, as SeJ nh:.r'1 ' of the MIamI Beach Rede-
velopm nt Agency, a pubhc body corporate and pohtlC, on behalf of such publIc body. Such
individual is personally known to me or has pFaS\lSea as identifica-
tion.
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PrintNam~. :~ t~mp
Notary Public-State of Flori,) r}
Commission Number:.l>.j) loq 7519
,
L1LUAN BEAUCHAMP
NOTARY PUBLIC srATEOFFLORIOA
COMMISSION NO. DDl09289
MY COMMISSION EXP. APR. 29.2006
My Commission Expires:
"TENANT":
RDP ROYAL PALM HOTEL LIMITED
PARTNERSHIP, a Florida limited partnership
By: PADC Hospitality Corporation I, a
Florida corporation, as general partner
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Print Name
By: ~ ....... 'i' 41A
P 'nt Name: .~ t. 't.:
Title: ~(q{~\.--
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE)
The foregoing instrument was acknowledged before me this u.,(\l day of ff\~ ,
2004, by R. Donahue Peebles, as President of P ADC Hospitality Corporation I, a Florida corpo-
ration, as general partner of RDP Royal Palm Hotel Limited Partnership, a Florida limited part-
nership. Such individual is personally known to me or has produced as
identification.
(NOTARIAL SEAL)
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Print Name: l. . "JJt>l"<'" c;..~-l<c:l......
Notary Public-State of ~L.otl.'t>A
My Commission Expires:
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. y-j My CommiAion D02713lMl
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APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
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Red ent Agency Date
General Coun~G--
61760,000001 MIAMI 193254v2