SCHEDULE A-1
TO TRADEMARK
SECURITY AGREEMENT
See Attached
EXHIBIT B
PATENT SECURITY AGREEMENT
(PATENTS, PATENT APPLICATIONS AND PATENT LICENSES)
WHEREAS, [NAME OF GRANTOR, a corporation] (together with any successors
thereto, the "GRANTOR") owns, or in the case of licenses, is a party to, the
Patent Collateral (as defined below);
WHEREAS, Grantor, as a [Borrower] [Guarantor], the [other] Borrower[s]
party thereto, the other Guarantors party thereto, the Lenders party thereto
(the "DIP LENDERS"), and Morgan Stanley Senior Funding, Inc., as
Administrative Agent are parties to a Revolving Credit and Guaranty Agreement
dated as of December 31, 2001 (as the same may be amended from time to time, the
"DIP CREDIT AGREEMENT"); and
WHEREAS, pursuant to the terms of a Security and Pledge Agreement dated
as of December 31, 2001 (as such agreement may be further amended from time to
time, the "DIP SECURITY AGREEMENT") among Grantor, the other lien grantors
party thereto and Morgan Stanley Senior Funding, Inc., as Collateral Agent for
the Secured Parties (as defined in the DIP Security Agreement) (in such
capacity, together with its successors in such capacity, "GRANTEE"), Grantor
has granted to Grantee for the benefit of the Secured Parties a continuing
security interest in substantially all the assets of Grantor, including all
right, title and interest of Grantor in, to and under the Patent Collateral (as
defined herein), whether now owned or existing or hereafter acquired or arising,
to secure the Obligations (as defined in the DIP Credit Agreement);
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Grantor does hereby grant to
Grantee, to secure the Obligations, a continuing security interest in all of
Grantor's right, title and interest in, to and under the following (all of the
following items or types of property being herein collectively referred to as
the "PATENT COLLATERAL"), whether now owned or existing or hereafter acquired
or arising:
(i) each Patent (as defined in the DIP Security Agreement) owned
by Grantor, including, without limitation, each Patent referred to in Schedule
B-1 hereto;
(ii) each Patent License (as defined in the DIP Security
Agreement), including, without limitation, each Patent License identified in
Schedule B-1 hereto; and
(iii) all proceeds of and revenues from the foregoing, including,
without limitation, all proceeds of and revenues from any claim by Grantor
against third parties for past, present or future infringement of any Patent
owned by Grantor, including, without limitation, any Patent referred to in
Schedule B-1 hereto (including, without
limitation, any such Patent issuing from any application referred to in Schedule
B-1 hereto), and all rights and benefits of Grantor under any Patent License,
including, without limitation, any Patent License identified in Schedule B-1
hereto.
Grantor hereby irrevocably constitutes and appoints Grantee and any
officer or agent thereof, with full power of substitution, as its true and
lawful attorney-in-fact with full power and authority in the name of Grantor or
in its name, from time to time, in Grantee's discretion, so long as any Event of
Default (as defined in the DIP Credit Agreement) has occurred and is continuing,
to take with respect to the Patent Collateral any and all appropriate action
which Grantor might take with respect to the Patent Collateral and to execute
any and all documents and instruments which may be necessary or desirable to
carry out the terms of this Patent Security Agreement and to accomplish the
purposes hereof.
Except to the extent permitted in the DIP Credit Agreement, Grantor
agrees not to sell, license, exchange, assign or otherwise transfer or dispose
of, or grant any rights with respect to, or mortgage or otherwise encumber, any
of the Patent Collateral.
The foregoing security interest is granted in conjunction with the
security interests granted to Grantee pursuant to the DIP Security Agreement.
Grantor does hereby further acknowledge and affirm that the rights and remedies
of Grantee with respect to the security interest in the Patent Collateral
granted hereby are more fully set forth in the DIP Security Agreement, the terms
and provisions of which are incorporated by reference herein as if fully set
forth herein.
IN WITNESS WHEREOF, Grantor has caused this Patent Security Agreement
to be duly executed by its officer thereunto duly authorized as of the day of ,
200__.
[NAME OF GRANTOR]
By:
-------------------------------------
Title:
Acknowledged:
By:
- ------------------------------------
Title:
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I, ______________________, a Notary Public in and for said County, in
the State aforesaid, DO HEREBY CERTIFY, that ___________________, of [NAME OF
GRANTOR], personally known to me to be the same person whose name is subscribed
to the foregoing instrument as such ___________________, appeared before me this
day in person and acknowledged that (s)he signed, executed and delivered the
said instrument as her/his own free and voluntary act and as the free and
voluntary act of said Company, for the uses and purposes therein set forth being
duly authorized so to do.
GIVEN under my hand and Notarial Seal this ______ day of _____________
______________________, 200__.
[Seal]
Signature of notary public
My Commission expires
---------
SCHEDULE B-1
TO PATENT
SECURITY AGREEMENT
PATENTS
A. U.S. Patents and Design Patents
I.D. No. Patent No. Issued Expiration Title
B. U.S. Patent Applications
Case No. Serial No. Date Filing Title
C. Foreign Patents
I.D. No. Patent No. Issued Expiration Country Title
PATENT LICENSES
Parties
Name of Agreement Licensor/Licensee Date of Agreement Subject Matter
EXHIBIT C
COPYRIGHT SECURITY AGREEMENT
(COPYRIGHTS, COPYRIGHT REGISTRATIONS, COPYRIGHT
APPLICATIONS AND COPYRIGHT LICENSES)
WHEREAS, [NAME OF GRANTOR], a _________________________ [corporation]
(together with any successors thereto, the "GRANTOR") owns, or in the case of
licenses, is a party to, the Copyright Collateral (as defined below);
WHEREAS, Grantor, as a [Borrower] [Guarantor], the [other] Borrower[s]
party thereto, the other Guarantors party thereto, the Lenders party thereto
(the "DIP LENDERS"), and Morgan Stanley Senior Funding, Inc., as
Administrative Agent are parties to a Revolving Credit and Guaranty Agreement
dated as of December 31, 2001 (as the same may be amended from time to time, the
"DIP CREDIT AGREEMENT"); and
WHEREAS, pursuant to the terms of a Security and Pledge Agreement dated
as of December 31, 2001 (as such agreement may be further amended from time to
time, the "DIP SECURITY AGREEMENT") among Grantor, the other lien grantors
party thereto and Morgan Stanley Senior Funding, Inc., as Collateral Agent for
the Secured Parties (as defined in the DIP Security Agreement) (in such
capacity, together with its successors in such capacity, "GRANTEE"), Grantor
has granted to Grantee for the benefit of the Secured Parties a continuing
security interest in substantially all the assets of Grantor, including all
right, title and interest of Grantor in, to and under the Copyright Collateral
(as defined herein), whether now owned or existing or hereafter acquired or
arising, to secure the Obligations (as defined in the DIP Security Agreement);
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Grantor does hereby grant to
Grantee, to secure the Obligations, a continuing security interest in all of
Grantor's right, title and interest in, to and under the following (all of the
following items or types of property being herein collectively referred to as
the "COPYRIGHT COLLATERAL"), whether now owned or existing or hereafter
acquired or arising:
(i) each Copyright (as defined in the DIP Security
Agreement) owned by Grantor, including, without limitation, each
Copyright registration or application therefor referred to in Schedule
C-1 hereto;
(ii) each Copyright License (as defined in the DIP
Security Agreement), including, without limitation, each Copyright
License identified in Schedule C-1 hereto; and
(iii) all proceeds of and revenues from, accounts and
general intangibles arising out of, the foregoing, including, without
limitation, all proceeds of and revenues from any claim by Grantor
against third parties for past, present or future infringement of any
Copyright, including, without limitation, any Copyright owned by
Grantor referred to in Schedule C-1 annexed hereto, and all rights and
benefits of Grantor under any Copyright License, including, without
limitation, any Copyright License identified in Schedule C-1 hereto.
Grantor hereby irrevocably constitutes and appoints Grantee and any
officer or agent thereof, with full power of substitution, as its true and
lawful attorney-in-fact with full power and authority in the name of Grantor or
in its name, from time to time, in Grantee's discretion, so long as any Event of
Default (as defined in the DIP Credit Agreement) has occurred and is continuing,
to take with respect to the Copyright Collateral any and all appropriate action
which Grantor might take with respect to the Copyright Collateral and to execute
any and all documents and instruments which may be necessary or desirable to
carry out the terms of this Copyright Security Agreement and to accomplish the
purposes hereof.
Except to the extent permitted by the DIP Credit Agreement, Grantor
agrees not to sell, license, exchange, assign or otherwise transfer or dispose
of, or grant any rights with respect to, or mortgage or otherwise encumber, any
of the foregoing Copyright Collateral.
The foregoing security interest is granted in conjunction with the
security interests granted to Grantee pursuant to the DIP Security Agreement.
Grantor does hereby further acknowledge and affirm that the rights and remedies
of Grantee with respect to the security interest in the Copyright Collateral
granted hereby are more fully set forth in the DIP Security Agreement, the terms
and provisions of which are incorporated by reference herein as if fully set
forth herein.
IN WITNESS WHEREOF, Grantor has caused this Copyright Security
Agreement to be duly executed by its officer thereunto duly authorized as of the
_____ day of ___________________, 200__.
[NAME OF GRANTOR]
By:
--------------------------------------
Title:
Acknowledged:
By:
- ---------------------------------------
Title:
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I, ________________________________, a Notary Public in and for said
County, in the State aforesaid, DO HEREBY CERTIFY, that ________________, of
[NAME OF GRANTOR], personally known to me to be the same person whose name is
_________________________ subscribed to the foregoing instrument as such
______________________, appeared before me this day in person and acknowledged
that (s)he signed, executed and delivered the said instrument as her/his own
free and voluntary act and as the free and voluntary act of said Company, for
the uses and purposes therein set forth being duly authorized so to do.
GIVEN under my hand and Notarial Seal this _______ day of ____________
_________________.
[Seal]
- ---------------------------------------
Signature of notary public
My Commission expires
-----------------
SCHEDULE C-1
TO COPYRIGHT
SECURITY AGREEMENT
COPYRIGHTS AND COPYRIGHT REGISTRATIONS
Registration No. Registration Date Title
APPLICATIONS FOR COPYRIGHT REGISTRATION
Serial No. Date Filed Title
COPYRIGHT LICENSES
Name of Agreement Parties
Licensor/Licensee Date of
Agreement Subject
Matter
As Licensee As Licensor
EXHIBIT D
PERFECTION CERTIFICATE
The undersigned are duly authorized officers of [NAMES OF ALL GRANTORS]
(the "GRANTORS"). With reference to the Security and Pledge Agreement dated as
of December 31, 2001 among the Grantors and Morgan Stanley Senior Funding, Inc.,
as Collateral Agent (terms defined therein being used herein as therein
defined), the undersigned certify to the Collateral Agent and each Secured Party
as follows:
A. INFORMATION REQUIRED FOR FILINGS AND SEARCHES FOR PRIOR
FILINGS.
1. Name; Jurisdiction of Organization . Set forth below
is the exact name, type of entity and jurisdiction of organization of each
Grantor as it appears in its organizational documents:
2. Prior Names. (a) Set forth below is each other name
that each Grantor has had since its organization, together with the date of the
relevant change:
(b) Except as set forth in Schedule A-2(b) hereto, no
Grantor has changed its corporate structure in any way within the past five
years.
(c) None of any Grantor's Collateral was acquired from
another Person within the past five years, except
(i) property sold to a Grantor by another Person in the
ordinary course of such other Person's business;
(ii) property with respect to which the Liens under the
Security and Pledge Agreement are to be perfected by taking possession or
control thereof;
(iii) property acquired in transactions described in
Schedule A-2(c) hereto; and
(iv) other property having an aggregate fair market value
not exceeding $_____________________________.
3. Filing Office. In order to perfect the Liens granted
by the Grantors under the Security and Pledge Agreement, a duly signed financing
statement on Form UCC-1, with the collateral described as set forth on Schedule
A-3(a) hereto, should be on file in the Uniform Commercial Code filing office in
the jurisdiction of organization of each Grantor as set forth in Part A-1
hereof. Within 30 days hereafter, the Grantors will deliver to the Collateral
Agents to be attached hereto as Schedule A-3(b), a true copy of each such filing
duly acknowledged by the filing officer.
B. ADDITIONAL INFORMATION REQUIRED FOR SEARCHES FOR PRIOR FILINGS
UNDER OLD ARTICLE 9.
1. Current Locations. (a) The chief executive office of
each Grantor is located at the following address:
NAME OF GRANTOR MAILING ADDRESS COUNTY STATE
(b) The following are all places of business of any
Grantor not identified above:
NAME OF GRANTOR MAILING ADDRESS COUNTY STATE
(c) The following are all locations not identified above where any
Grantor maintains any Inventory:
NAME OF GRANTOR MAILING ADDRESS COUNTY STATE
(d) The following are the names and addresses of all Persons
(other than the Grantors) that have possession of any Grantor's Inventory:
NAME OF GRANTOR MAILING ADDRESS COUNTY STATE
2. Prior Locations . (a) Set forth below is the information
required by paragraphs (a) and (b) of Part B-1 above with respect to each other
location or
place of business maintained by any Grantor at any time during the past five
years:
(b) Set forth below is the information required by paragraphs (c)
and (d) of Part B-1 above with respect to each other location or bailee where or
with whom any Grantor's Inventory has been lodged at any time during the past
four months:
C. SEARCH REPORTS.
Attached hereto as Schedule C-1 is a true copy of a file search report
from the central UCC filing office in each jurisdiction identified in Part A-1
and Part B above with respect to each name set forth in Part A-1 and Part A-2
above (searches in local filing offices, if any, are not required). Attached
hereto as Schedule C-2 is a true copy of each financing statement or other
filing identified in such file search reports.
D. UCC FILINGS.
Attached hereto as Schedule D-1 is a schedule setting forth filing
information with respect to the filings referred to in Part A-3 above. All
filing fees and taxes payable in connection with such filings have been paid.
Attached hereto as Schedule D-2 is a true copy of each such filing duly
acknowledged by the filing officer.
IN WITNESS WHEREOF, I have hereunto set my hand this __ day of
__________________, _____.
----------------------------------------
Name:
Title:
SCHEDULE A-3
TO PERFECTION CERTIFICATE
DESCRIPTION OF COLLATERAL
All assets of the debtor, whether now owned or hereafter acquired, wherever
located, and all proceeds thereof.
SCHEDULE D-1 TO
PERFECTION CERTIFICATE
SCHEDULE OF FILINGS
I. 1075 HOSPITALITY, L.P.
II. 12801 NWF BEVERAGE, INC.
III. ALBANY HOTEL, INC.
IV. AMI OPERATING PARTNERS, L.P.
V. AMIOP ACQUISITION CORP
VI. APICO HILLS, INC.
VII. APICO INNS OF GREEN TREE, INC.
VIII. APICO INNS OF PENNSYLVANIA, INC.
IX. APICO INNS OF PITTSBURGH, INC.
X. APICO MANAGEMENT CORP.
XI. ATLANTA-BOSTON SPE, INC.
XII. ATLANTA-BOSTON HOLDINGS, LLC
XIII. ATLANTA-BOSTON LODGING, LLC
XIV. ATLANTA-HILLSBORO LODGING, L.L.C.
XV. BRECKSVILLE HOSPITALITY, INC.
XVI. BRECKSVILLE HOSPITALITY, L.P.
XVII. BRUNSWICK MOTEL ENTERPRISES, INC.
XVIII. COLUMBUS HOSPITALITY ASSOCIATES, LIMITED
PARTNERSHIP
XIX. DEDHAM BEVERAGE MANAGEMENT, INC.
XX. DEDHAM LODGING ASSOCIATES I, LIMITED
PARTNERSHIP
XXI. DOTHAN HOSPITALITY 3053, INC.
XXII. DOTHAN HOSPITALITY 3071, INC.
XXIII. EAST WASHINGTON HOSPITALITY LIMITED
PARTNERSHIP
XXIV. EUROPEAN VENTURES, INC.
XXV. FAYETTEVILLE MOTEL ENTERPRISES, INC.
XXVI. FORT WAYNE HOSPITALITY ASSOCIATES II,
LIMITED PARTNERSHIP
XXVII. FOURTH STREET HOSPITALITY, INC.
XXVIII. GADSDEN HOSPITALITY, INC.
XXIX. GREAT SOUTHERN MINING CO., INC
XXX. GROUPERS & COMPANY SEAFOOD RESTAURANT
XXXI. HARRISBURG MOTEL ENTERPRISES, INC.
XXXII. HEARTLANDS GARDEN GRILLE, INC.
XXXIII. HILTON HEAD MOTEL ENTERPRISES, INC.
XXXIV. IMPAC DEVELOPMENT AND CONSTRUCTION, L.L.C.
XXXV. IMPAC HOLDINGS III, L.L.C.
XXXVI. IMPAC HOTEL GROUP, L.L.C.
XXXVII. IMPAC HOTEL MANAGEMENT L.L.C.
XXXVIII. IMPAC HOTELS I, L.L.C.
XXXIX. IMPAC SPE #1, INC.
XL. IMPAC SPE #2, INC.
XLI. IMPAC SPE #3, INC.
XLII. IMPAC SPE #4, INC.
XLIII. IMPAC SPE #5, INC.
XLIV. IMPAC SPE #6, INC.
XLV. ISLAND MOTEL ENTERPRISES, INC.
XLVI. KDS CORPORATION
XLVII. KINSER MOTEL ENTERPRISES, INC.
XLVIII. LAFAYETTE BEVERAGE MANAGEMENT, INC.
XLIX. LAWRENCE HOSPITALITY ASSOCIATES, L.P
L. LITTLE ROCK LODGING ASSOCIATES, LIMITED
PARTNERSHIP
LI. LODGIAN ACQUISITION, LLC.
LII. LODGIAN AMI, INC.
LIII. LODGIAN ANAHEIM, INC.
LIV. LODGIAN AUSTIN BEVERAGE, CORP.
LV. LODGIAN DALLAS BEVERAGE, CORP.
LVI. LODGIAN FINANCING CORP.
LVII. LODGIAN FLORIDA, INC.
LVIII. LODGIAN HOTELS, INC.
LIX. LODGIAN MANAGEMENT CORP
LX. LODGIAN MARKET CENTER BEVERAGE, CORP.
LXI. LODGIAN MOUNT LAUREL, INC.
LXII. LODGIAN ONTARIO, INC.
LXIII. LODGIAN RICHMOND SPE, INC.
LXIV. LODGIAN RICHMOND, L.L.C.
LXV. LODGIAN YORK MARKET STREET, INC.
LXVI. MANHATTAN HOSPITALITY ASSOCIATES, L.P.
LXVII. MCKNIGHT MOTEL, INC.
LXVIII. MELBOURNE HOSPITALITY ASSOCIATES, LIMITED
PARTNERSHIP
LXIX. MINNEAPOLIS MOTEL ENTERPRISES, INC.
LXX. MOON AIRPORT MOTEL, INC.
LXXI. MULLIGAN'S, INC.
LXXII. NEW ORLEANS AIRPORT MOTEL ENTERPRISES, INC.
LXXIII. NH MOTEL ENTERPRISES, INC.
LXXIV. PALM BEACH MOTEL ENTERPRISES, INC.
LXXV. PENMOCO, INC.
LXXVI. RALEIGH MOTEL ENTERPRISES, INC.
LXXVII. RALEIGH DOWNTOWN ENTERPRISES, INC.
LXXVIII. ROYCE HOLDING CORP.
LXXIX. ROYCE HOTEL CORPORATION OF DELAWARE
LXXX. ROYCE MANAGEMENT CORP. OF GEORGIA
LXXXI. SAGINAW HOSPITALITY, LIMITED PARTNERSHIP
LXXXII. SECOND FAYETTEVILLE MOTEL ENTERPRISES, INC.
LXXXIII. SECOND PALM BEACH MOTEL ENTERPRISES, INC.
LXXXIV. SERVICO ACQUISITION CORP.
LXXXV. SERVICO AUSTIN, INC.
LXXXVI. SERVICO CEDAR RAPIDS, INC.
LXXXVII. SERVICO CENTRE ASSOCIATES, LTD.
LXXXVIII. SERVICO COLESVILLE, INC.
LXXXIX. SERVICO COLUMBIA II, INC.
XC. SERVICO COLUMBIA, INC.
XCI. SERVICO COLUMBUS, INC.
XCII. SERVICO CONCORD, INC.
XCIII. SERVICO COUNCIL BLUFFS, INC.
XCIV. SERVICO EAST WASHINGTON, INC.
XCV. SERVICO FLAGSTAFF, INC.
XCVI. SERVICO FORT WAYNE II, INC.
XCVII. SERVICO FORT WAYNE, INC.
XCVIII. SERVICO FRISCO, INC.
XCIX. SERVICO FT. PIERCE, INC.
C. SERVICO GRAND ISLAND, INC.
CI. SERVICO HILTON HEAD, INC.
CII. SERVICO HOSPITALITY, INC.
CIII. SERVICO HOTELS I, INC.
CIV. SERVICO HOTELS II, INC.
CV. SERVICO HOTELS III, INC.
CVI. SERVICO HOTELS IV, INC.
CVII. SERVICO HOUSTON, INC.
CVIII. SERVICO INVESTMENT COMPANY OF DELAWARE,
INC.
CIX. SERVICO JAMESTOWN, INC.
CX. SERVICO LANSING, INC.
CXI. SERVICO LAWRENCE II, INC.
CXII. SERVICO LAWRENCE, INC.
CXIII. SERVICO MANAGEMENT CORPORATION
CXIV. SERVICO MANAGEMENT CORP.
CXV. SERVICO MANHATTAN, INC.
CXVI. SERVICO MANHATTAN II, INC.
CXVII. SERVICO MARKET CENTER, INC.
CXVIII. SERVICO MARYLAND, INC.
CXIX. SERVICO MELBOURNE, INC.
CXX. SERVICO METAIRIE, INC.
CXXI. SERVICO NEW YORK, INC.
CXXII. SERVICO NIAGARA FALLS, INC.
CXXIII. SERVICO NORTHWOODS, INC.
CXXIV. SERVICO OMAHA CENTRAL, INC.
CXXV. SERVICO OMAHA, INC.
CXXVI. SERVICO OPERATIONS CORPORATION
CXXVII. SERVICO PENSACOLA 7200, INC.
CXXVIII. SERVICO PENSACOLA 7330, INC.
CXXIX. SERVICO PENSACOLA, INC.
CXXX. SERVICO ROLLING MEADOWS, INC.
CXXXI. SERVICO ROSEVILLE, INC.
CXXXII. SERVICO SAGINAW, INC.
CXXXIII. SERVICO SILVER SPRING, INC.
CXXXIV. SERVICO SUMMERVILLE, INC.
CXXXV. SERVICO TUCSON, INC.
CXXXVI. SERVICO WEST DES MOINES, INC.
CXXXVII. SERVICO WEST PALM BEACH, INC.
CXXXVIII. SERVICO WICHITA, INC.
CXXXIX. SERVICO WINDSOR, INC.
CXL. SERVICO WINTER HAVEN, INC.
CXLI. SERVICO WORCESTER, INC.
CXLII. SERVICO, INC.
CXLIII. SHARON MOTEL ENTERPRISES, INC.
CXLIV. SHC OF DELAWARE, INC.
CXLV. SHEFFIELD MOTEL ENTERPRISES, INC.
CXLVI. SIOUX CITY HOSPITALITY, L.P.
CXLVII. SIXTEEN HOTELS, INC.
CXLVIII. STEVENS CREEK HOSPITALITY, INC.
CXLIX. W.V.B.M., INC.
CL. WASHINGTON MOTEL ENTERPRISES, INC.
CLI. WILPEN, INC.
CLII. WORCESTER HOSPITALITY ASSOCIATES, LIMITED
PARTNERSHIP
SCHEDULE D-2 TO THE
PERFECTION CERTIFICATE
ORGANIZATION OF GRANTORS
- 1075 HOSPITALITY, L.P.
State of Partnership
Georgia
- 12801 NWF BEVERAGE, INC.
State of Incorporation
Texas
- ALBANY HOTEL, INC.
State of Incorporation
Florida
- AMI OPERATING PARTNERS, L.P.
State of Incorporation
Delaware
- AMIOP ACQUISITION CORP.
State of Incorporation
Delaware
- APICO HILLS, INC.
State of Incorporation
Pennsylvania
- APICO INNS OF GREEN TREE, INC.
State of Incorporation
Pennsylvania
- APICO INNS OF PENNSYLVANIA, INC.
State of Incorporation
Pennsylvania
- APICO INNS OF PITTSBURGH, INC.
State of Incorporation
Pennsylvania
- APICO MANAGEMENT CORP.
State of Incorporation
Pennsylvania
- ATLANTA-BOSTON SPE, INC.
State of Incorporation
Georgia
- ATLANTA-BOSTON HOLDINGS, LLC
State of Organization
Georgia
- ATLANTA-BOSTON LODGING, LLC
State of Organization
Georgia
- ATLANTA-HILLSBORO LODGING, L.L.C.
State of Incorporation
Georgia
- BRECKSVILLE HOSPITALITY, INC.
State of Incorporation
Ohio
- BRECKSVILLE HOSPITALITY, L.P.
State of Partnership
Ohio
- BRUNSWICK MOTEL ENTERPRISES, INC.
State of Incorporation
Georgia
- COLUMBUS HOSPITALITY ASSOCIATES, LIMITED
PARTNERSHIP
State of Partnership
Florida
- DEDHAM BEVERAGE MANAGEMENT, INC.
State of Incorporation
Massachusetts
- DEDHAM LODGING ASSOCIATES I, Limited Partnership
State of Partnership
Georgia
- DOTHAN HOSPITALITY 3053, INC.
State of Incorporation
Alabama
- DOTHAN HOSPITALITY 3071, INC.
State of Incorporation
Alabama
- EAST WASHINGTON HOSPITALITY LIMITED PARTNERSHIP
State of Partnership
Florida
- EUROPEAN VENTURES, INC.
State of Incorporation
Florida
- FAYETTEVILLE MOTEL ENTERPRISES, INC.
State of Incorporation
North Carolina
- FORT WAYNE HOSPITALITY ASSOCIATES II, Limited Partnership
State of Partnership
Florida
- FOURTH STREET HOSPITALITY, INC.
State of Incorporation
Iowa
- GADSDEN HOSPITALITY, INC.
State of Incorporation
Alabama
- GREAT SOUTHERN MINING CO., INC.
State of Incorporation
Alabama
- GROUPERS & COMPANY SEAFOOD RESTAURANT
State of Incorporation
South Carolina
- HARRISBURG MOTEL ENTERPRISES, INC.
State of Incorporation
Pennsylvania
- HEARTLANDS GARDEN GRILLE, INC.
State of Incorporation
Kansas
- HILTON HEAD MOTEL ENTERPRISES, INC.
State of Incorporation
South Carolina
- IMPAC DEVELOPMENT AND CONSTRUCTION, L.L.C.
State of Organization
Georgia
- IMPAC HOLDINGS III, L.L.C.
State of Incorporation
Georgia
- IMPAC HOTEL GROUP, L.L.C.
State of Incorporation
Georgia
- IMPAC HOTEL MANAGEMENT L.L.C.
State of Organization
Georgia
- IMPAC HOTELS I, L.L.C.
State of Organization
Georgia
- IMPAC SPE #1, INC.
State of Incorporation
Georgia
- IMPAC SPE #2, INC.
State of Incorporation
Georgia
- IMPAC SPE #3, INC.
State of Incorporation
Georgia
- IMPAC SPE #4, INC.
State of Incorporation
Georgia
- IMPAC SPE #5, INC.
State of Incorporation
Georgia
- IMPAC SPE #6, INC.
State of Incorporation
Georgia
- ISLAND MOTEL ENTERPRISES, INC.
State of Incorporation
Georgia
- KDS CORPORATION
State of Incorporation
Nevada
- KINSER MOTEL ENTERPRISES, INC.
State of Incorporation
Indiana
- LAFAYETTE BEVERAGE MANAGEMENT, INC.
Awaiting information on this entity.
- LAWRENCE HOSPITALITY ASSOCIATES, L.P.
State of Partnership
Kansas
- LITTLE ROCK LODGING ASSOCIATES, LIMITED PARTNERSHIP
State of Incorporation
Georgia
- LODGIAN ACQUISITION, LLC.
State of Incorporation
Georgia
- LODGIAN AMI, INC.
State of Incorporation
Maryland
- LODGIAN ANAHEIM, INC.
State of Incorporation
California
- LODGIAN AUSTIN BEVERAGE, CORP.
State of Incorporation
Texas
- LODGIAN DALLAS BEVERAGE, CORP.
State of Incorporation
Texas
- LODGIAN FINANCING CORP.
State of Incorporation
Delaware
- LODGIAN FLORIDA, INC.
State of Incorporation
Florida
- LODGIAN HOTELS, INC.
State of Incorporation
Delaware
- LODGIAN MANAGEMENT CORP.
State of Incorporation
Delaware
- LODGIAN MARKET CENTER BEVERAGE, CORP.
State of Incorporation
Texas
- LODGIAN MOUNT LAUREL, INC.
State of Incorporation
New Jersey
- LODGIAN ONTARIO, INC.
State of Incorporation
California
- LODGIAN RICHMOND SPE, INC.
State of Incorporation
Georgia
- LODGIAN RICHMOND, L.L.C.
State of Incorporation
Georgia
- LODGIAN YORK MARKET STREET, INC.
State of Incorporation
Pennsylvania
- MANHATTAN HOSPITALITY ASSOCIATES, L.P.
State of Incorporation
Kansas
- MCKNIGHT MOTEL, INC.
State of Incorporation
Pennsylvania
- MELBOURNE HOSPITALITY ASSOCIATES, LIMITED
PARTNERSHIP
State of Partnership
Florida
- MINNEAPOLIS MOTEL ENTERPRISES, INC.
State of Incorporation
Minnesota
- MOON AIRPORT MOTEL, INC.
State of Incorporation
Pennsylvania
- MULLIGAN'S, INC.
State of Incorporation
Alabama
- NEW ORLEANS AIRPORT MOTEL ENTERPRISES, INC.
State of Incorporation
Louisiana
- NH MOTEL ENTERPRISES, INC.
State of Incorporation
Michigan
- PALM BEACH MOTEL ENTERPRISES, INC.
State of Incorporation
Florida
- PENMOCO, INC.
State of Incorporation
Michigan
- RALEIGH MOTEL ENTERPRISES, INC.
State of Incorporation
North Carolina
- RALEIGH DOWNTOWN ENTERPRISES, INC.
State of Incorporation
North Carolina
- ROYCE HOLDING CORP.
State of Incorporation
Delaware
- ROYCE HOTEL CORPORATION OF DELAWARE
State of Incorporation
Delaware
- ROYCE MANAGEMENT CORP. OF GEORGIA
State of Incorporation
Georgia
- SAGINAW HOSPITALITY, LIMITED PARTNERSHIP
State of Partnership
Michigan
- SECOND FAYETTEVILLE MOTEL ENTERPRISES, INC.
State of Incorporation
North Carolina
- SECOND PALM BEACH MOTEL ENTERPRISES, INC.
State of Incorporation
Florida
- SERVICO ACQUISITION CORP.
State of Incorporation
Florida
- SERVICO AUSTIN, INC.
State of Incorporation
Texas
- SERVICO CEDAR RAPIDS, INC.
State of Incorporation
Iowa
- SERVICO CENTRE ASSOCIATES, LTD.
State of Partnership
Florida
- SERVICO COLESVILLE, INC.
State of Incorporation
Maryland
- SERVICO COLUMBIA II, INC.
State of Incorporation
Maryland
- SERVICO COLUMBIA, INC.
State of Incorporation
Maryland
- SERVICO COLUMBUS, INC.
State of Incorporation
Florida
- SERVICO CONCORD, INC.
State of Incorporation
California
- SERVICO COUNCIL BLUFFS, INC.
State of Incorporation
Iowa
- SERVICO EAST WASHINGTON, INC.
State of Incorporation
Florida
- SERVICO FLAGSTAFF, INC.
State of Incorporation
Arizona
- SERVICO FORT WAYNE II, INC.
State of Incorporation
Florida
- SERVICO FORT WAYNE, INC.
State of Incorporation
Florida
- SERVICO FRISCO, INC.
State of Incorporation
Colorado
- SERVICO FT. PIERCE, INC.
State of Incorporation
Delaware
- SERVICO GRAND ISLAND, INC.
State of Incorporation
New York
- SERVICO HILTON HEAD, INC.
State of Incorporation
South Carolina
- SERVICO HOSPITALITY, INC.
State of Incorporation
Florida
- SERVICO HOTELS I, INC.
State of Incorporation
Florida
- SERVICO HOTELS II, INC.
State of Incorporation
Florida
- SERVICO HOTELS III, INC.
State of Incorporation
Florida
- SERVICO HOTELS IV, INC.
State of Incorporation
Florida
- SERVICO HOUSTON, INC.
State of Incorporation
Texas
- SERVICO INVESTMENT COMPANY OF DELAWARE, INC
State of Incorporation
Delaware
- SERVICO JAMESTOWN, INC.
State of Incorporation
New York
- SERVICO LANSING, INC.
State of Incorporation
Michigan
- SERVICO LAWRENCE II, INC.
State of Incorporation
Kansas
- SERVICO LAWRENCE, INC.
State of Incorporation
Kansas
- SERVICO MANAGEMENT CORPORATION
State of Incorporation
Texas
- SERVICO MANAGEMENT CORP.
State of Incorporation
Florida
- SERVICO MANHATTAN, INC.
State of Incorporation
Kansas
- SERVICO MANHATTAN II, INC.
State of Incorporation
Kansas
- SERVICO MARKET CENTER, INC.
State of Incorporation
Texas
- SERVICO MARYLAND, INC.
State of Incorporation
Maryland
- SERVICO MELBOURNE, INC.
State of Incorporation
Florida
- SERVICO METAIRIE, INC.
State of Incorporation
Louisiana
- SERVICO NEW YORK, INC.
State of Incorporation
New York
- SERVICO NIAGARA FALLS, INC.
State of Incorporation
New York
- SERVICO NORTHWOODS, INC.
State of Incorporation
Florida
- SERVICO OMAHA CENTRAL, INC.
State of Incorporation
Nebraska
- SERVICO OMAHA, INC.
State of Incorporation
Nebraska
- SERVICO OPERATIONS CORPORATION
State of Incorporation
Florida
- SERVICO PENSACOLA 7200, INC.
State of Incorporation
Delaware
- SERVICO PENSACOLA 7330, INC.
State of Incorporation
Delaware
- SERVICO PENSACOLA, INC.
State of Incorporation
Delaware
- SERVICO ROLLING MEADOWS, INC.
State of Incorporation
Illinois
- SERVICO ROSEVILLE, INC.
State of Incorporation
Minnesota
- SERVICO SAGINAW, INC.
State of Incorporation
Michigan
- SERVICO SILVER SPRING, INC.
State of Incorporation
Florida
- SERVICO SUMMERVILLE, INC.
State of Incorporation
South Carolina
- SERVICO TUCSON, INC.
State of Incorporation
Arizona
- SERVICO WEST DES MOINES, INC.
State of Incorporation
Iowa
- SERVICO WEST PALM BEACH, INC.
State of Incorporation
Florida
- SERVICO WICHITA, INC.
State of Incorporation
Kansas
- SERVICO WINDSOR, INC.
State of Incorporation
Florida
- SERVICO WINTER HAVEN, INC.
State of Incorporation
Florida
- SERVICO WORCESTER, INC.
State of Incorporation
Florida
- SERVICO, INC.
State of Incorporation
Delaware
- SHARON MOTEL ENTERPRISES, INC.
State of Incorporation
Pennsylvania
- SHC OF DELAWARE, INC.
State of Incorporation
Delaware
- SHEFFIELD MOTEL ENTERPRISES, INC.
State of Incorporation
Alabama
- SIOUX CITY HOSPITALITY, L.P.
State of Partnership
Iowa
- SIXTEEN HOTELS, INC.
State of Incorporation
Maryland
- STEVENS CREEK HOSPITALITY, INC.
State of Incorporation
Georgia
- W.V.B.M., INC.
State of Incorporation
West Virginia
- WASHINGTON MOTEL ENTERPRISES, INC.
State of Partnership
Pennsylvania
- WILPEN, INC.
State of Incorporation
Pennsylvania
- WORCESTER HOSPITALITY ASSOCIATES, LIMITED PARTNERSHIP
State of Partnership
Florida
SCHEDULE D-3 TO THE
PERFECTION CERTIFICATE
FILE SEARCH REPORT AND
PRIOR FILINGS
SCHEDULE D-4(A) TO THE
PERFECTION CERTIFICATE
DESCRIPTION OF COLLATERAL
All assets of the debtor, whether now owned or hereafter acquired, wherever
located, and all proceeds thereof.
SCHEDULE D-4(B) TO THE
PERFECTION CERTIFICATE
FINANCING STATEMENTS
SCHEDULE D-5 TO THE
PERFECTION CERTIFICATE
FILING INFORMATION
EXHIBIT E
[FORM OF LOCKBOX LETTER]
____________ ___, 200_
[Name and Address of Lockbox bank]
Re: [Name of Grantor]
To Whom It May Concern:
We hereby notify you that effective ___________________, 200_, we have
transferred exclusive ownership and control of our lock-box account[s] no[s].
_____________________ (the "LOCKBOX ACCOUNT[S]") maintained with you [under the
terms of the [Lockbox Agreement] attached hereto as Exhibit A] to Morgan Stanley
Senior Funding, Inc., as Collateral Agent (the "COLLATERAL AGENT").
We hereby irrevocably instruct you to make all payments to be made by
you out of or in connection with the Lockbox Account[s] (i) to the Collateral
Agent for credit to account no. _______________ maintained by it at its office
at ____________________ or (ii) as you may otherwise be instructed by the
Collateral Agent.
We also hereby notify you that the Collateral Agent shall be
irrevocably entitled to exercise any and all rights in respect of or in
connection with the Lockbox Account[s], including, without limitation, the right
to specify when payments are to be made out of or in connection with the Lockbox
Account[s].
All funds deposited into the Lockbox Account[s] will not be subject to
deductions, set-off, banker's lien or any other right in favor of any other
person than the Collateral Agent, except that you may set-off against the
Lockbox Account[s] the face amount of any check deposited in and credited to
such Lockbox Account[s] which is subsequently returned for any reason. Your
compensation for providing the services contemplated herein shall be as mutually
agreed between you and us from time to time and we will continue to pay such
compensation.
Please confirm your acknowledgment of and agreement to the foregoing
instructions by signing in the space provided below.
Very truly yours,
[NAME OF GRANTOR]
By:
-------------------------------------
Name:
Title:
Acknowledged and agreed to
as of this ____ day of ___________________, 200_.
[LOCKBOX BANK]
By:
----------------------------------
Name:
Title:
SCHEDULE 1 TO SECURITY
AND PLEDGE AGREEMENT
DESCRIPTION OF PLEDGED SECURITIES
Grantor's
Percentage of
Grantor Issuer Ownership Interest
Stevens Creek Hospitality 1075 Hospitality, L.P. 51%
Lodgian Acquisition, LLC. 1075 Hospitality, L.P. 49%
12801 NWF Beverage
Servico Houston, Inc. Management, Inc. 100%
Lodgian Financing Corp. Albany Hotel, Inc. 100%
AMIOP Acquisition Corp. AMI Operating Partners, L.P.
Lodgian Financing Corp AMI Operating Partners, L.P.
Lodgian Financing Corp. AMIOP Acquisition Corporation 100%
Lodgian Financing Corp. APICO Hills, Inc. 100%
Lodgian Financing Corp. APICO Inns of Green Tree, Inc. 100%
APICO Inns of
Sharon Motel Enterprises Pennsylvania, Inc. 100%
Servico Operations Corp. APICO of Pittsburgh, Inc. 100%
Servico Operations Corp. APICO Management Corp. 100%
Impac Hotel Group, L.L.C. Atlanta-Boston SPE, Inc. 100%
Impac Hotel Group, L.L.C. Atlanta-Boston Holdings L.L.C.
Atlanta-Boston SPE, Inc. Atlanta-Boston Lodging L.L.C. 1%
Atlanta-Boston Holdings, LLC Atlanta-Boston Lodging L.L.C. 99%
Atlanta-Hillsboro
Lodgian Financing Corp. Lodging, L.L.C. 100%
Servico Operations
Corporation Brecksville Hospitality, Inc.100%
Brecksville Hospitality, Inc. Brecksville Hospitality, L.P. 51%
Lodgian Acquisition L.L.C. Brecksville Hospitality, L.P. 49%
Grantor's
Percentage of
Grantor Issuer Ownership Interest
Brunswick Motel
Lodgian Financing Corp. Enterprises, Inc. 100%
Columbus Hospitality Associates,
Servico Columbus, Inc. Limited Partnership 30%
Dedham Beverage
Impac Hotel Group, LLC Management, Inc. 100%
Dedham Lodging
Impac Hotel Group, L.L.C. Associates I, L.P.
Dedham Lodging
Impac SPE #3, Inc. Associates I, L.P.
Lodgian Financing Corp. Dothan Hospitality 3053, Inc. 100%
Lodgian Financing Corp. Dothan Hospitality 3071, Inc. 100%
East Washington Hospitality
Servico East Washington, Inc. Limited Partnership 51%
East Washington Hospitality
Servico Tucson, Inc. Limited Partnership 49%
Servico Operations, Corp. European Ventures, Inc. 100%
Fayetteville Motel
Lodgian Financing Corp. Enterprises, Inc. 100%
Fort Wayne Hospitality
Servico Fort Wayne II, Inc. Associates II, L.P. 51%
Fort Wayne Hospitality
Lodgian Acquisition LLC Associates II, L.P. 49%
Servico Operations Corp. Fourth Street Hospitality, Inc. 100%
Lodgian Financing Corp. Gadsden Hospitality, Inc. 100%
Servico Operations Corp. Great Southern Mining Co., Inc. 100%
Groupers & Company Seafood
Servico Operations Corp. Restaurant 100%
Harrisburg Motel
Servico Operations Corp. Enterprises, Inc. 100%
Servico Operations Corp. Heartlands Garden Grille, Inc. 100%
Grantor's
Percentage of
Grantor Issuer Ownership Interest
Hilton Head Motel
Servico Operations Corp. Enterprises, Inc. 100%
Impac Development and
Impac SPE #5, Inc. Construction L.L.C.
Impac Development and
Impac Hotel Group L.L.C. Construction L.L.C.
Impac Hotel Group, L.L.C. Impac Holdings III, L.L.C. 100%
Lodgian, Inc. Impac Hotel Group, L.L.C. 100%
Impac SPE #4, Inc. Impac Management L.L.C. 1%
Impac Hotel Group L.L.C. Impac Management L.L.C. 99%
Impac SPE #1, Inc. Impac Hotels I, L.L.C.
Lodgian Financing Corp. Impac Hotels I, L.L.C.
Impac SPE #2, Inc. Impac Hotels II, L.L.C. 1%
Impac Hotel Group, L.L.C.. Impac Hotels II, L.L.C. 99%
Impac SPE #6, Inc. Impac Hotels III, L.L.C. 1%
Impac Holding III, LLC Impac Hotels III, L.L.C. 99%
Lodgian Financing Corp. Impac SPE #1, Inc. 100%
Impac Hotel Group, L.L.C. Impac SPE #2, Inc. 100%
Impac Hotel Group, L.L.C. Impac SPE #3, Inc. 100%
Impac Hotel Group, L.L.C. Impac SPE #4, Inc. 100%
Impac Hotel Group, L.L.C. Impac SPE #5, Inc. 100%
Impac Hotel Group, L.L.C. Impac SPE #6, Inc. 100%
Servico Operations Corp. Island Motel Enterprises 100%*
Servico Operations Corp KDS Corporation 100%
Servico Operations Corp Kinser Motel Enterprises 100%
Lawrence Hospitality
Servico Lawrence, Inc. Associates, L.P. 51%
Grantor's
Percentage of
Grantor Issuer Ownership Interest
Lawrence Hospitality
Servico Lawrence II, Inc. Associates, L.P. 49%
Little Rock Lodging Associates,
Lodgian Richmond SPE, Inc. Limited Partnership 1%
Little Rock Lodging Associates,
Lodgian Financing Corp. Limited Partnership 99%
Lodgian Financing Corp. Lodgian Acquisition, LLC 100%
Servico Operations Corp. Lodgian AMI, Inc. 100%*
Lodgian Financing Corp. Lodgian Anaheim, Inc.. 100%
Servico Austin, Inc. Lodgian Austin Beverage Corp. 100%
Lodgian, Inc. Lodgian Capital Trust I 100%
Impac Hotels I, LLC Lodgian Dallas Beverage Corp. 100%
Lodgian, Inc. Lodgian Financing Corp. 100%
Servico Operations Corp. Lodgian Florida, Inc. 100%
Lodgian, Inc. Lodgian Hotels, Inc. 100%
Servico Operations Corp. Lodgian Management Corp. 100%
Lodgian Market Center
Servico Market Center, Inc. Beverage Corp. 100%
Lodgian Financing Corp. Lodgian Mount Laurel 100%
Lodgian Financing Corp. Lodgian Ontario, Inc. 100%
Lodgian Financing Corp. Lodgian Richmond SPE, Inc. 100%
Lodgian Financing Corp. Lodgian Richmond, LLC 99%
Lodgian Richmond SPE, Inc. Lodgian Richmond, LLC 1%
Servico Operations Corp. Lodgian York Market Street, Inc. 100%
Impac Hotel Group, L.L.C. Macon Hotel Associates, L.L.C. 60%**
Manhattan Hospitality
Servico Manhattan, Inc. Associates, L.P. 51%
Manhattan Hospitality
Servico Manhattan II, Inc. Associates, L.P. 49%
Grantor's
Percentage of
Grantor Issuer Ownership Interest
Sharon Motel Enterprises, Inc. McKnight Motel, Inc. 100%
Melbourne Hospitality Associates,
Servico Melbourne, Inc. Limited Partnership 50%
Minneapolis Motel
Lodgian Financing Corp. Enterprises, Inc. 100%
Servico Operations Corp. Moon Airport Motel, Inc. 100%
Servico Operations Corp. Mulligan's, Inc. 100%
New Orleans Airport Motel New Orleans Airport Motel
Enterprises, Inc. Associates, Ltd. 100%
New Orleans Airport Motel
Servico Operations Corp. Enterprises, Inc. 100%
Lodgian Financing Corp. NH Motel Enterprises, Inc. 100%
Palm Beach Motel
Lodgian Financing Corp. Enterprises, Inc. 100%
Servico Operations Corp. Penmoco, Inc. 100%*
Servico Operations Corp. Raleigh Motel Enterprises, Inc. 100%
Raleigh-Downtown
Servico Operations Corp. Enterprises, Inc. 100%
Servico Operations Corp. Royce Holdings Corp. 100%
Royce Hotel Corporation
Servico, Inc. of Delaware 100%
Royce Management Corporation
Servico Operations Corp. of Georgia 100%
Servico Saginaw, Inc. Saginaw Hospitality, LP 51%
Lodgian Acquisition, LLC Saginaw Hospitality, LP 49%
Second Fayetteville Motel
Sharon Motel Enterprises, Inc. Enterprises, Inc. 100%
Second Palm Beach Motel
Sharon Motel Enterprises, Inc. Enterprises, Inc. 100%
Servico, Inc. Servico Acquisition Corp. 100%
Grantor's
Percentage of
Grantor Issuer Ownership Interest
Lodgian Financing Corp. Servico Austin, Inc. 100%
Lodgian Financing Corp. Servico Cedar Rapids, Inc. 100%
Palm Beach Motel
Enterprises, Inc. Servico Centre Associates, Ltd. 100%
Lodgian Financing Corp. Servico Colesville, Inc. 100%
Servico Operations Corp. Servico Columbia II, Inc. 100%
Lodgian Financing Corp. Servico Columbia, Inc 100%
Servico Operations Corp. Servico Columbus, Inc. 100%
Servico Operations Corp. Servico Concord, Inc. 100%*
Servico Operations Corp. Servico Council Bluffs, Inc. 100%
Servico Operations Corp. Servico East Washington, Inc. 100%
Lodgian Financing Corp. Servico Flagstaff, Inc. 100%
Servico Operations Corp. Servico Fort Wayne II, Inc. 100%
Servico Operations Corp. Servico Fort Wayne, Inc. 100%
Servico Operations Corp. Servico Frisco, Inc. 100%
Lodgian Financing Corp. Servico Ft. Pierce, Inc. 100%
Lodgian Financing Corp. Servico Grand Island, Inc. 100%
Lodgian Financing Corp. Servico Hilton Head, Inc. 100%
Servico Operations Corp. Servico Hospitality, Inc. 100%
KDS Corporation Servico Hotels I, Inc. 100%
KDS Corporation Servico Hotels II, Inc. 100%
KDS Corporation Servico Hotels III, Inc. 100%
KDS Corporation Servico Hotels IV, Inc. 100%
Lodgian Financing Corp. Servico Houston, Inc. 100%
Sheffield Motel Enterprises, Servico Investment Company of
Inc. Delaware, Inc. 100%
Lodgian Financing Corp. Servico Jamestown, Inc. 100%
Grantor's
Percentage of
Grantor Issuer Ownership Interest
Servico Operations Corp. Servico Lansing, Inc. 100%
Servico Operations Corp. Servico Lawrence II, Inc. 100%
Servico Operations Corp. Servico Lawrence , Inc. 100%
Servico Management Corp.
Servico Operations Corp. (Texas) 100%
Servico Operations Corp. Servico Management Corp. 100%
Servico Operations Corp. Servico Manhattan, Inc. 100%
Servico Operations Corp. Servico Manhattan II, Inc. 100%
Lodgian Financing Corp. Servico Market Center, Inc. 100%
Lodgian Financing Corp. Servico Maryland, Inc. 100%
Servico Operations Corp. Servico Melbourne, Inc. 100%
Lodgian Financing Corp. Servico Metairie, Inc. 100%
Lodgian Financing Corp. Servico New York, Inc. 100%
Lodgian Financing Corp. Servico Niagara Falls, Inc. 100%
Lodgian Financing Corp. Servico Northwoods, Inc. 100%
Servico Operations Corp. Servico Omaha Central, Inc. 100%
Servico Operations Corp. Servico Omaha, Inc. 100%
Servico, Inc. Servico Operations Corp. 100%
Lodgian Financing Corp. Servico Pensacola 7200, Inc, 100%
Lodgian Financing Corp. Servico Pensacola 7330, Inc, 100%
Lodgian Financing Corp. Servico Pensacola, Inc, 100%
Lodgian Financing Corp. Servico Rolling Meadows, Inc. 100%
Lodgian Financing Corp. Servico Roseville, Inc. 100%
Servico Operations Corp. Servico Saginaw, Inc. 100%
Lodgian Financing Corp. Servico Silver Spring, Inc. 100%
Servico Operations Corp. Servico Summerville, Inc. 100%
Servico Operations Corp. Servico Tucson, Inc. 100%
Grantor's
Percentage of
Grantor Issuer Ownership Interest
Servico Operations Corp. Servico West Des Moines, Inc. 100%
Lodgian Financing Corp. Servico West Palm Beach, Inc. 100%
Servico Operations Corp. Servico Wichita, Inc. 100%
Lodgian Financing Corp. Servico Windsor, Inc. 100%
Lodgian Financing Corp. Servico Winter Haven, Inc. 100%
Servico Operations Corp. Servico Worcester, Inc. 100%
Lodgian, Inc. Servico, Inc. 100%
Servico Operations Corp. Sharon Motel Enterprises, Inc. 100%
Servico, Inc. or Servico
Operations Corp. SHC of Delaware, Inc. 100%
Lodgian Financing Corp. Sheffield Motel Enterprises, Inc. 100%
Forth Street Hospitality, Inc. Sioux City Hospitality, LP 100%
Lodgian Acquisition, LLC Sioux City Hospitality, LP 100%
AMI Operating Partners Sixteen Hotels, Inc. 70%
Servico Operations Corp. Stevens Creek Hospitality, Inc. 100%
Impac Hotel Group, L.L.C. W.V.B.M., Inc. 100%
Washington Motel
Servico Operations Corp. Enterprises, Inc. 100%
Sharon Motel Enterprises, Inc. Wilpen, Inc. 100%
Worcester Hospitality
Servico Worcester, Inc. Associates, LP 100%
Worcester Hospitality
Lodgian Acquisition, LLC Associates, LP 100%
* The stock of these entities is pledged to Banc One Funding Corporation.
** The membership interest in this entity is pledged to Fidelity
Investments.
SCHEDULE 2 TO SECURITY
AND PLEDGE AGREEMENT
PLEDGED NOTES
NONE
EXHIBIT 10.37
CADWALADER, WICKERSHAM & TAFT
Attorneys for the Debtors and Debtors in Possession
100 Maiden Lane
New York, New York 10038
(212) 504-6000
Gregory M. Petrick (GP-2175)
Adam C. Rogoff (AR-0820)
Barry N. Seidel (BS-1945)
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
In re: Chapter 11
LODGIAN, INC., et al., Case No. 01-16345 (BRL)
Debtors. (Jointly Administered)
FINAL ORDER AUTHORIZING DEBTORS
TO USE CASH COLLATERAL IN WHICH
CERTAIN MORTGAGE LENDERS CLAIM AN INTEREST
Lodgian, Inc. ("Lodgian") and the other above-captioned debtors
(collectively, the "Guarantors" and, together with Lodgian, the "Debtors"), as
debtors in possession, having filed with the Court their "Motion Pursuant to
Sections 105, 361, 363, 364, 503(b) and 507 of the Bankruptcy Code and Rule 4001
of the Federal Rules of Bankruptcy Procedure for Entry of Orders (I) Authorizing
the Debtors-in-Possession to (A) Obtain Postpetition Financing, (B) Grant Liens
and Priority Administrative Expense Claim Status, (C) Modify the Automatic Stay,
and (D) Enter into Financing Agreement; (II) Approving the Use of Cash
Collateral and Granting Adequate Protection; and (III) Scheduling Final Hearing
on Postpetition Financing and Use of Cash Collateral and Approving Form and
Manner of Notice of Such Final Hearing" (the Motion"); and the
Debtors having requested, in accordance with Rule 4001(c) of the Federal Rules
of Bankruptcy Procedure (the "Bankruptcy Rules"), that the Court schedule a
hearing on an expedited basis (the "Interim Hearing") to consider granting the
interim relief requested by the Debtors in the Motion, so as to avoid immediate
and irreparable harm to the Debtors, their creditors and estates (the "Interim
Relief"); and, it appearing that the Debtors furnished notice of the Interim
Hearing and the Interim Relief telephonically or by fax to the United States
Trustee for the Southern District of New York ( the "US Trustee"), the Debtors'
twenty (20) largest unsecured creditors as set forth on the consolidated list of
unsecured creditors accompanying the Debtors' chapter 11 petitions (the "20
Largest Creditors"), and each of those parties which the Debtors believe
asserts, or may assert, an interest in the Debtors' cash, as set forth in
Exhibit D to the Motion (collectively, the "Prepetition Mortgage Lenders"); and
the Interim Hearing to consider the Interim Relief requested in the Motion
having been held by this Court on December 21, 2001; and the Court having
considered the Motion and the arguments of counsel, and having granted Interim
Relief to the extent set forth in the Court's "Interim Order Authorizing Debtors
To Use Cash Collateral In Which Certain Mortgage Lenders Claim An Interest"
dated December 21, 2001 (the "Interim Cash Collateral Order"); and pursuant to
the Interim Cash Collateral Order, the Court having scheduled a final hearing to
consider the relief requested in the Motion (the "Final Hearing") for January
23, 2002; and it appearing that the Debtors have provided notice of the Final
Hearing and the Motion as required by the Interim Cash Collateral Order and that
such notice is due and sufficient; and the Final Hearing having been adjourned
from time to time and having come on for hearing before the Court on February
14, 2002; and the Court having reviewed and considered all pleadings filed in
opposition to the Motion (collectively, the
- 2 -
"Objections") and having heard the arguments of counsel; and sufficient cause
appearing therefor,
AND IT APPEARING that:
A. The Debtors filed petitions for reorganization under title 11,
United States Code (the "Bankruptcy Code") on December 20, 2001 and December 21,
2001;
B. The filing of such petitions commenced cases under chapter 11 of
the Bankruptcy Code (collectively, the "Cases");
C. The Debtors, as debtors in possession, have been continued in
possession and management of their business and property pursuant to Sections
1107 and 1108 of the Bankruptcy Code;
D. No trustee has been appointed in the Debtors' Cases;
E. An official committee of unsecured creditors has been appointed
by the Office of the United States Trustee to serve in the Debtors' Cases (the
"Committee") and such committee has engaged counsel and a financial advisor and
is active in the Debtors' Cases;
F. The Court has jurisdiction over the Motion pursuant to 28 U.S.C.
Section 1334 and the Motion constitutes a core proceeding pursuant to 28 U.S.C.
Sections 157(b)(2)(A), (D), (G) and (M);
G. The Debtors continue to have an immediate need to use cash
collateral to operate their business;
H. Absent the ability to use cash collateral, the Debtors will not
be able to operate their business and the Debtors, their creditors and estates
will suffer irreparable harm as a result of the loss of the Debtors' going
concern value. Accordingly,
- 3 -
the granting of the Motion is in the best interests of the Debtors, their
creditors and estates;
I. The notice of the Final Hearing provided by the Debtors was
appropriate and sufficient;
J. Lodgian, as borrower, and the Guarantors, as guarantors, are also
seeking approval from this Court to enter into a Revolving Credit and Guaranty
Agreement (the "DIP Credit Agreement") with certain lenders (the "DIP Lenders")
and Morgan Stanley Senior Funding, Inc. ("MSSF"), as administrative and
collateral agent for the DIP Lenders, pursuant to which the Debtors wish to
borrow, pursuant to Sections 364(b), (c) and (d) of the Bankruptcy Code, on a
revolving credit basis, up to $25,000,000 to supplement the Debtors' working
capital requirements and enable the Debtors to meet their postpetition
obligations; and
K. The Debtors have engaged in discussions with many of the
Prepetition Mortgage Lenders and have reached agreements which, subject to the
entry of appropriate Stipulated Orders, will result in the withdrawal of the
Objections.
IT IS THEREFORE ORDERED that:
1. Any term not otherwise defined herein shall have the meaning
ascribed to such term in the Motion.
2. (a) The provisions of this Order shall not apply to the MSSF
Prepetition Mortgage Lenders or to MSSF, as agent under the prepetition Credit
Agreement dated July 23, 1999 (the "Prepetition Agent"), or to the use by the
Debtors of cash or other property as to which the Prepetition Agent or the MSSF
Prepetition Mortgage Lenders claim an interest (the "MSSF Prepetition
Collateral"). The Debtors' right to use MSSF Prepetition Collateral, including
cash collateral, shall in all respects be
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governed by this Court's Interim Order (I) Authorizing Debtors (A) to Obtain
Post-Petition Financing Pursuant to 11 U.S.C. Sections 105, 361, 362,
364(c)(1), 364(c)(2), 364(c)(3) and 364(d)(1) and (B) to Utilize Cash Collateral
Pursuant to 11 U.S.C. Section 363, (II) Granting Adequate Protection to
Pre-Petition Secured Parties Pursuant to 11 U.S.C. Sections 361, 362 and
363 and (III) Scheduling Final Hearing Pursuant to Bankruptcy Rules 4001(B) and
4001(C), as such order may be modified or superseded by a final order.
(b) The provisions of this Order shall not apply to The Chase
Manhattan Bank (f/k/a Chemical Bank), as Trustee for the Registered Holders of
DLJ Mortgage Acceptance Corporation, Commercial Mortgage Pass-Through
Certificates, Series 1995-CF2 and LaSalle Bank National Bank, as Trustee for the
benefit of Certificateholders of American Southwest Financial Securities
Corporation Commercial Pass-Through Certificates, Series 1995-C1 (collectively,
the "Trusts") or to Lennar Partners, Inc. ("Lennar"), as special servicer to the
Trusts, or to the use by the Debtors of cash or other property as to which the
Trusts claim an interest (the "Trust Collateral"). The Debtors' right to use
Trust Collateral, including cash collateral, shall in all respects be governed
by this Court's "Stipulation and Order Among The Debtors And Lennar Partners,
Inc., As Special Servicer, Providing For (i) Limited Use of Cash Collateral And
Adequate Protection And (ii) Related Relief".
(c) The provisions of this Order shall not apply to Registered
Holders of the First Union-Lehman Brothers Commercial Mortgage Trust II,
Commercial Mortgage Pass-Through Certificates, Series 1997-C2 ("Trust I"),
LaSalle Bank, N.A., as Trustee for the Registered Holders of the LB Commercial
Conduit Mortgage Trust II, Multiclass Pass-Through Certificates, Series 1996-C2
("Trust II"), and State Street Bank and Trust Company, as Trustee for the
Registered Holders of First Union-Lehman
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Brothers Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 1997-C1 ("Trust III", and together with Trust I and Trust
II, the "Trusts") or to Criimi Mae Services, L.P., as special servicer to the
Trusts, or to the use by the Debtors of cash or other property as to which the
Trusts claim an interest (the "Trust Collateral"). The Debtors' right to use
Trust Collateral, including cash collateral, shall in all respects be governed
by this Court's "Stipulation and Order Among The Debtors And Criimi Mae
Services, L.P., As Special Servicer, Providing For (i) Limited Use of Cash
Collateral And Adequate Protection And (ii) Related Relief".
(d) To the extent the Motion requests an order "priming" Qualified
Prepetition Liens held or asserted by various creditors, the Debtors have agreed
to adjourn the Motion as to such request.
3. The Debtors are hereby authorized to use their cash, including
cash constituting "cash collateral" (as such term is defined in Section 363(a)
of the Bankruptcy Code) in which the Debtors' Prepetition Mortgage Lenders
assert a security or other interest, upon the terms and conditions set forth
herein. This Order supersedes the Interim Cash Collateral Order and shall govern
the Debtors' use of cash collateral from and after the date hereof.
4. Each Debtor is hereby authorized to use cash in which a
Prepetition Mortgage Lender claims an interest only to:
(a) pay its own Designated Expenses;
(b) pay the Designated Expenses of any other Debtor in its
collateral pool (i.e., any Debtors whose properties serve as
collateral for each other's secured loans); or
(c) make Limited Intercompany Advances.
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5. As used herein, "Designated Expenses" shall mean each Debtor's:
(a) property level operating expenses (including, without
limitation, payroll, utilities(1), franchise fees, food
and beverage, taxes, and supplies);
(b) capital expenditures;
(c) pro rata share (based upon its last month's revenue as a
percentage of the Debtors' total revenue) of actual
Lodgian corporate overhead expenses for that month; and
(d) pro rata share (based upon its last month's revenue as a
percentage of the Debtors' total revenue) of the
Debtors' actual reorganization expenses, for that month.
"Designated Expenses" shall not include any prepetition expenses or interest on
any prepetition indebtedness unless an order of the Bankruptcy Court approving
payment of such prepetition expenses or such interest has been entered.
6. As used herein, a "Limited Intercompany Advance" shall mean a
cash advance which meets each of the following criteria:
(a) The Debtor making the advance is the owner of a Hotel
Property(2);
(1) To the extent the Debtors establish a segregated bank account for the
benefit of one or more utility companies (the "Utility Reserve Account"), such
account shall be ratably funded up to $1 million by each Debtor (based on the
ratio that the projected revenue from each of the Debtors' hotels bears to the
total projected revenue for all of the Debtors' hotels) with its cash
collateral. Notwithstanding the provision of any Order of this Court to the
contrary, no lien, security interest or other encumbrance on the Utility Reserve
Account shall be granted to any person; notwithstanding the foregoing, the
Debtors, with this Court's approval, may grant an interest in the Utility
Reserve Account to one or more utility companies as "adequate assurance" of the
Debtors' future performance of its obligations to such utility companies. Upon
the effective date of a plan(s) in the Debtors' Cases (or on such earlier date
as the Court shall determine) any funds remaining in the Utility Reserve Account
shall be returned to each of the Debtors in proportion to their respective cash
contributions into such account. Upon such return, such funds shall become
property of the estate of the Debtor receiving such funds and shall be subject
to all liens granted on such Debtor's property in priority order.
(2) Such Debtor shall be credited with interest on such advance at the same rate
Lodgian is charged for borrowing money under the DIP Credit Agreement (the "DIP
Rate") (estimated today to be approximately 6% per annum) from the day of
advance until repaid.
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(b) the Debtor receiving the advance is a Low Leverage
Debtor;
(c) the cash so advanced is only used to pay Designated
Expenses;
(d) the cash so advanced constitutes a chapter 11
administrative priority claim (under Section 364(b) of
the Bankruptcy Code), which claim is secured by a lien
on all of the Debtor/borrower's property (a "Specific
I/C Lien") which is subject and junior to the Carveout
if the DIP Lenders have been granted a lien under
Section 364(d) of the Bankruptcy Code (a "DIP Priming
Lien") with respect to such property, and the following
liens: (w) any DIP Priming Lien on the borrowing
Debtor's property, (x) any and all liens, mortgages and
other security interests existing on or as of the Filing
Date which are valid, perfected and unavoidable or to
interests in such property arising out of liens arising
after the Filing Date as permitted by Section 546(b) of
the Bankruptcy Code (collectively, the "Qualified
Prepetition Liens"), (y) any Specific AP Lien (as
hereinafter defined) granted with respect to such
property; and (z) any Primed Lender AP Lien granted with
respect to such property, provided that the property
subject to any Specific I/C Lien shall exclude the
Debtors' claims and causes of action under sections
502(d), 544, 545, 547, 548, 549, 550 or 551 of the
Bankruptcy Code, or any other avoidance action under the
Bankruptcy Code;
(e) The Debtor/borrower shall be charged interest at the DIP
Rate on cash advanced to such Debtor from the date of
advance to the date of repayment; and
(f) the cash so advanced may be repaid by the
Debtor/borrower at any time without penalty and shall be
repaid on the effective date of any plan of
reorganization for the Debtor/borrower or upon the sale
of the Debtor/borrower's Hotel Property.
7. Nothing herein contained is intended to, nor shall, adjudicate,
or create any presumption or inference with respect to:
(a) the validity, priority, avoidability or amount of any
claim of any Prepetition Mortgage Lender against any of
the Debtors (a "Prepetition Mortgage Lender Claim"), or
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(b) the validity, priority, extent or enforceability of any
security interest, mortgage or any other lien or
encumbrance on any property of the Debtors which
secures, or purports to secure, any Prepetition Mortgage
Lender Claim. The Debtors reserve all of their rights to
(i) challenge the validity, enforceability, priority or
extent of the Prepetition Mortgage Lender Claims or the
liens, security interests or mortgages securing such
claims, and (ii) to assert any claims or causes of
action against the Prepetition Mortgage Lenders or their
agents.
Each of the Prepetition Mortgage Lenders shall be entitled to the adequate
protection provided under this Order unless the Court shall determine such
lender to be an unsecured creditor.
8. As "adequate protection" for any diminution in a Prepetition
Mortgage Lender's interest in a particular Debtor's property (including cash
collateral) resulting from such Debtor's use of such property during its Case,
(a) such Prepetition Mortgage Lender shall be granted a
replacement lien (a "Specific AP Lien") on all of the
prepetition and postpetition property (including,
without limitation, all postpetition hotel revenue and
other charges) of such lender's Debtor/borrower(s),
which lien shall be junior only to (x) any DIP Priming
Lien on such property, (y) any Qualified Prepetition
Liens on such property and (z) the Carveout;
(b) subject to the provisions of paragraph 9 hereof, such
Prepetition Mortgage Lender shall be granted a
replacement lien (the "General AP Lien") on all of the
prepetition and postpetition property (including,
without limitation, all postpetition hotel revenue and
other charges) owned by the Debtors, which lien shall be
pari passu with other General AP Liens granted to other
lenders on such property, but subject and junior to the
Carveout, but only if a DIP Priming Lien has been
granted with respect to such property, and the following
liens: (u) any DIP Priming Lien on such property, (v)
any Qualified Prepetition Liens on such property and any
Section 506(c) charges assessed against such liens, (w)
all Specific AP Liens on such property, (x) any Primed
Lender AP Lien on such property, (y) any Specific I/C
Lien on such property; and (z) any liens
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granted to the DIP Lenders under Section 364(c) of the
Bankruptcy Code on such property, but only if such
property is owned by a Low Leverage Debtor;
(c) the property subject to any Specific AP Lien or General
AP Lien shall exclude the Debtors' claims and causes of
action under sections 502(d), 544, 545, 547, 548, 549,
550 or 551 of the Bankruptcy Code, or any other
avoidance actions under the Bankruptcy Code;
(d) such replacement liens shall be valid and enforceable
against all parties in interest without the need for
such Prepetition Mortgage Lenders to file or record
financing statements, mortgages, notices of lien or
similar instruments in any jurisdiction or take any
other action in order to validate and perfect the
security interests and liens to be granted to them as
adequate protection as provided above; and
(e) the Debtors shall provide to each Prepetition Mortgage
Lender a monthly statement of operating results and
sources and uses of cash with respect to such lender's
Hotel Property, no later than thirty (30) days after the
end of each calendar month.
9. Notwithstanding any provision hereof to the contrary, (a) no lien
or security interest shall be granted to any Prepetition Mortgage Lender as
adequate protection if such grant would be an ultra vires act or would otherwise
not be an act authorized by the certificate of incorporation or similar
constitutive document of such purported grantor/Debtor, and (b) absent the
express written consent of the Committee and the Debtors, no General AP Lien
shall secure the diminution in value, if any, of a Prepetition Mortgage Lender's
interest in the property owned by any High Leverage Debtor from and after the
commencement of such Debtor's case.
10. Absent the consent of a particular Prepetition Mortgage Lender
with respect to cash in which it asserts an interest, no Debtor shall be
entitled to use cash collateral except in accordance with the foregoing
provisions.
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11. The Debtors shall be permitted to consolidate their cash in a
bank account maintained in the name of "Lodgian, Inc." (the "Concentration
Account"), provided, however, that the Debtors shall maintain detailed
accounting records which shall enable the Court and parties in interest to
ascertain what each Debtor's account balance is, and provided further, that each
Debtor's net cash balance in such bank account shall be deemed to be held by
such Debtors subject to any and all liens, claims and encumbrances thereon, as
if such Debtor had at all times segregated, and had not commingled, its cash in
the Concentration Account.
12. Not later than five (5) days after the date of this Order, the
Debtors shall serve a copy of this Order, by regular mail, postage prepaid, upon
(i) the US Trustee, (ii) the Committee's counsel, (iii) each Prepetition
Mortgage Lender, (iv) any party which has filed a notice of appearance in the
Debtors' cases, and (v) Davis Polk & Wardwell, counsel to MSSF.
13. Notwithstanding any other provision of this Order to the
contrary, (a) any cash collateral held by, or for the benefit of, CCA shall
continue to be collected by, or on behalf of, CCA and remitted to the Debtors in
accordance with the prepetition agreements between CCA and its Debtor borrowers
(collectively, the "CCA Borrowers"); (b) no lien shall be granted or otherwise
created pursuant to this Order in favor of any party on any property owned by
the CCA Borrowers; and (c) the entry of this Order is without prejudice to the
respective rights of the Debtors and CCA with respect to the Motion,
notwithstanding the entry of this Order.
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14. To the extent any Objection (other than the objection filed by
CCA) has not been withdrawn, it is hereby overruled and denied.
DATED: New York, New York
FEBRUARY 14, 2002
/S/ JUDGE BURTON R. LIFLAND
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United States Bankruptcy Judge
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