Exhibit 10.2.6
PROMISSORY NOTE B
$5,539,275 March 31, 2003
New York, New York
RECITALS:
WHEREAS the Borrowers (hereinafter defined) are indebted to
Lender (hereinafter defined) with respect to a loan (the "ORIGINAL LOAN") in
the original principal amount of $224,036,325 which is secured by the lien and
security interest created, among other things, by those certain Mortgages/Deeds
of Trust/Deeds to Secure Debt, Assignments of Leases and Rents and Security
Agreements dated as of November 25, 2002 (as same may hereafter be amended,
modified or supplemented, the "SECURITY INSTRUMENT") executed by the Borrower
named therein, as grantor, in favor and for the benefit of Lender, as
beneficiary, as security for the Original Loan;
WHEREAS the Original Loan is evidenced by that certain
promissory note in the original principal sum of $224,036,325 from the
Borrowers to Lender dated as of November 25, 2002 (the "ORIGINAL NOTE");
WHEREAS the current outstanding principal balance due under
the Original Loan is $223,666,275;
WHEREAS the Borrowers and Lender have severed the Original
Note pursuant to the terms of that certain note severance agreement between the
Borrowers and Lender dated as of the date hereof (the "SEVERANCE AGREEMENT")
into two (2) separate and distinct obligations in substitution for the Original
Note, represented by this Note in the amount of $5,539,275 and that certain
Amended and Restated Promissory Note A in the amount of $218,127,000; and
WHEREAS the Borrowers and Lender intend these Recitals to be
a material part of this Note.
NOW THEREFORE, FOR VALUE RECEIVED, the undersigned, each
having an address c/o Lodgian, Inc., 3445 Peachtree Road, NE, Suite 700,
Atlanta, Georgia 30326 (each, a "BORROWER", and collectively, "BORROWERS"),
jointly and severally, hereby promise to pay to MERRILL LYNCH MORTGAGE LENDING,
INC. ("LENDER"), at its principal place of business at 4 World Financial
Center, New York, New York 10080, or at such other place as the holder of this
Note may from time to time designate in writing, the principal sum of FIVE
MILLION FIVE HUNDRED THIRTY-NINE THOUSAND TWO HUNDRED SEVENTY-FIVE AND 00/100
DOLLARS ($5,539,275.00), in lawful money of the United States of America and in
immediately available funds, on demand, and to pay interest on the unpaid
principal amount of this Note, at such office, in like money and funds, for the
period commencing on the date of this Note until this Note shall be paid in
full, at the rates per annum and on the dates provided in that certain Loan and
Security Agreement, dated as of November 25, 2002 among Borrowers and Lender
(the "LOAN AGREEMENT").
This Note may not be modified, amended, waived, extended,
changed, discharged or terminated orally or by any act or failure to act on the
part of Borrowers or Lender, but only by an agreement in writing signed by the
party against whom enforcement of any modification, amendment, waiver,
extension, change, discharge or termination is sought. Whenever used, the
singular number shall include the plural, the plural the singular, and the
words "LENDER" and "BORROWERS" shall include their respective successors,
assigns, heirs, executors and administrators.
Borrowers and all others who may become liable for the
payment of all or any part of the debt evidenced hereby (the "DEBT") do hereby
severally waive presentment and demand for payment, notice of dishonor,
protest, notice of protest, notice of nonpayment, notice of intent to
accelerate the maturity hereof and of acceleration. No release of any security
for the Debt or any person liable for payment of the Debt, no extension of time
for payment of this Note or any installment hereof, and no alteration,
amendment or waiver of any provision of this Note or the Mortgage (hereinafter
defined) made by agreement between Lender and any other person or party shall
release, modify, amend, waive, extend, change, discharge, terminate or affect
the liability of Borrowers, and any other person or party who may become liable
hereunder or under the Mortgage, for the payment of all or any part of the
Debt.
This Note shall be governed and construed in accordance with
the laws of the State of New York applicable to agreements executed and to be
performed in New York.
This Note is "Promissory Note B" executed and delivered
pursuant to the Severance Agreement. The principal indebtedness evidenced
hereby is a portion of the principal indebtedness evidenced by the Original
Note in the original principal sum of $224,036,325 made by the Borrowers to
Lender.
The liability of the Borrowers under this Note shall be
limited as set forth in Article XII of the Loan Agreement.
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IN WITNESS WHEREOF, the undersigned Borrowers have executed
this Note as of the date first written above.
BORROWERS
ALBANY HOTEL, INC., a Florida corporation,
APICO HILLS, INC., a Pennsylvania
corporation,
APICO INNS OF GREEN TREE, INC., a
Pennsylvania corporation,
BRUNSWICK MOTEL ENTERPRISES, INC., a
Georgia corporation,
DOTHAN HOSPITALITY 3053, INC., an Alabama
corporation,
DOTHAN HOSPITALITY 3071, INC., an Alabama
corporation,
GADSDEN HOSPITALITY, INC., an Alabama
corporation,
LODGIAN AMI, INC., a Maryland corporation,
MINNEAPOLIS MOTEL ENTERPRISES, INC., a
Minnesota corporation,
NH MOTEL ENTERPRISES, INC., a Michigan
corporation,
SERVICO AUSTIN, INC., a Texas corporation,
SERVICO CEDAR RAPIDS, INC., an Iowa
corporation,
SERVICO COLUMBIA, INC., a Maryland
corporation,
SERVICO GRAND ISLAND, INC., a New York
corporation,
SERVICO HOUSTON, INC., a Texas corporation,
SERVICO JAMESTOWN, INC., a New York
corporation,
SERVICO LANSING, INC., a Michigan
corporation,
SERVICO MARKET CENTER, INC., a Texas
corporation,
SERVICO MARYLAND, INC., a Maryland
corporation,
SERVICO METAIRIE, INC., a Louisiana
corporation,
SERVICO NEW YORK, INC., a New York
corporation,
SERVICO NIAGARA FALLS, INC., a New York
corporation,
SERVICO NORTHWOODS, INC., a Florida
corporation,
SERVICO PENSACOLA 7200, INC., a Delaware
corporation,
SERVICO PENSACOLA 7330, INC., a Delaware
corporation,
SERVICO PENSACOLA, INC., a Delaware
corporation,
SERVICO ROLLING MEADOWS, INC., an Illinois
corporation,
SERVICO WINTER HAVEN, INC., a Florida
corporation,
SHEFFIELD MOTEL ENTERPRISES, INC., an
Alabama corporation,
IMPAC HOTELS I, L.L.C., a Georgia limited
liability company, and
LODGIAN MEMPHIS PROPERTY OWNER, LLC, a
Delaware limited liability company
By: /s/ Daniel E. Ellis
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Name: Daniel E. Ellis
Title: Vice President and Secretary or
authorized signatory of the above
entities
AMI OPERATING PARTNERS, L.P., a Delaware
limited partnership
By: AMIOP ACQUISITION GENERAL PARTNER SPE
CORP., a Delaware corporation, its
General Partner
By: /s/ Daniel E. Ellis
------------------------------------
Name: Daniel E. Ellis
Title: Vice President and Secretary
DEDHAM LODGING ASSOCIATES I, LIMITED
PARTNERSHIP, a Georgia limited partnership
By: DEDHAM LODGING SPE, INC., a Delaware
corporation, its General Partner
By: /s/ Daniel E. Ellis
------------------------------------
Name: Daniel E. Ellis
Title: Vice President and Secretary
LITTLE ROCK LODGING ASSOCIATES I, LIMITED
PARTNERSHIP, a Georgia limited partnership
By: LODGIAN LITTLE ROCK SPE, INC., a
Delaware corporation, its General
Partner
By: /s/ Daniel E. Ellis
------------------------------------
Name: Daniel E. Ellis
Title: Vice President and Secretary
SERVICO CENTRE ASSOCIATES, LTD., a Florida
limited partnership
By: SERVICO PALM BEACH GENERAL PARTNER SPE,
INC., a Delaware corporation, its
General Partner
By: /s/ Daniel E. Ellis
------------------------------------
Name: Daniel E. Ellis
Title: Vice President and Secretary