EXHIBIT 10.15.11
LOAN MODIFICATION AGREEMENT (FIXED RATE #2)
THIS LOAN MODIFICATION AGREEMENT (FIXED RATE #2), dated as of
October 1, 2004 (this "MODIFICATION AGREEMENT"), between the parties identified
as "Borrowers" on the signature pages hereto (each a "BORROWER" and
collectively, the "BORROWERS") and MERRILL LYNCH MORTGAGE LENDING, INC., a
Delaware corporation (together with its successors and assigns, "LENDER").
RECITALS:
WHEREAS, pursuant to the terms and conditions of that certain Loan
and Security Agreement (Fixed Rate #2), dated as of June 25, 2004 (as amended or
modified from time to time, the "LOAN AGREEMENT"; all capitalized terms used but
not defined herein shall have the meanings ascribed thereto in the Loan
Agreement), Lender made a loan to Borrower in the original principal amount of
$67,864,000 (the "LOAN"), which Loan has an outstanding principal balance of
$67,618,886.08 as of the date hereof; and
WHEREAS, in connection with the Securitization of the Loan, Borrower
and Lender wish to: (a) increase the principal amount of the Loan from
$3,000,000 to $70,618,886.08; (b) modify the Allocated Loan Amounts with respect
to certain Properties; (c) modify the Scheduled Mortgage Principal Payments; and
(d) amend and modify the Loan Agreement and the other Loan Documents upon the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration for the Loan, the covenants,
agreements, representation and warranties contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree to modify and amend the Loan Agreement
and other Loan Documents as follows:
1. The parties to this Modification Agreement agree that: (a) the
outstanding principal amount of the Loan is hereby increased by $3,000,000 (the
"PRINCIPAL INCREASE") to $70,618,886.08 and all references to the term "Loan" in
the Loan Agreement and the other Loan Documents are deemed to refer to the
principal amount of the loan as increased by the Principal Increase; (b) Exhibit
D to the Loan Agreement, setting forth the Allocated Loan Amount with respect to
each Property, is hereby deleted in its entirety and superceded by Exhibit D
attached hereto ("REPLACEMENT EXHIBIT D") and all references in the Loan
Agreement and the other Loan Documents to (i) "Exhibit D" are hereby deemed to
refer to Replacement Exhibit D and (ii) "Allocated Loan Amount" are hereby
deemed to refer to the Allocated Loan Amounts set forth on Replacement Exhibit D
(the parties acknowledge and agree that, for purposes of revision of the
Allocated Loan Amounts, it has been assumed that the Principal Increase was made
effective as of the Closing Date); and (c) Schedule 2.4 to the Loan Agreement,
setting forth the Scheduled Mortgage Principal Payments with respect to the
Loan, is hereby deleted in its entirety and superceded by Schedule 2.4 attached
hereto ("REPLACEMENT SCHEDULE 2.4") and all references in the Loan Agreement and
the other Loan Documents to (i) "Schedule 2.4" are hereby deemed to refer to
Replacement Schedule 2.4 and (ii) "Scheduled Mortgage Principal Payments" are
hereby deemed to refer to the Scheduled Mortgage Principal Payments set forth on
Replacement Schedule 2.4.
2. By execution of this Modification Agreement, Borrowers
acknowledge receipt of the Additional Principal.
3. From and after the date hereof, all references to the Loan
Agreement in the Loan Documents shall mean the Loan Agreement, as modified and
amended hereby.
4. Except as expressly amended hereby, all of the terms, covenants
and conditions of the Loan Agreement and the other Loan Documents are hereby
ratified and confirmed by the Borrowers and remain unmodified and in full force
and effect. In the event of any conflict or ambiguity between the provisions of
this Modification Agreement and those of the Loan Agreement and the other Loan
Documents, the terms of this Modification Agreement shall control.
5. Borrowers hereby represent and warrant that, as of the date
hereof, (a) no Default or Event of Default has occurred and is continuing under
the Loan Agreement or any of the Loan Documents and (b) no Material Adverse
Effect has occurred with respect to any Borrower Party or any Property.
6. This Modification Agreement supercedes any prior agreement, oral
or written, between the parties hereto, and contains the entire agreement
between Borrowers and Lender with respect to the subject matter hereof.
7. THIS MODIFICATION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.
8. Counterparts. This Modification Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall be
deemed an original, and all of which counterparts together shall constitute but
one and the same instrument.
2
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Loan Agreement as of the date first written above.
BORROWERS:
AMI OPERATING PARTNERS, L.P.
By: AMIOP Acquisition General Partner SPE
Corp., its general partner
By: /s/ Daniel E. Ellis
---------------------------------------
Name: Daniel E. Ellis
Title: Vice President and Secretary
ALBANY HOTELS, INC.
APICO INNS OF GREEN TREE, INC.
LODGIAN TULSA LLC
LODGIAN AUGUSTA LLC
LODGIAN LAFAYETTE LLC
LODGIAN HOTELS FIXED II, INC.
By: /s/ Daniel E. Ellis
---------------------------------------
Name: Daniel E. Ellis
Title: Vice President and Secretary, or
Authorized Signatory for each of
the entities listed above
DEDHAM LODGING ASSOCIATES I,
LIMITED PARTNERSHIP
By: Dedham Lodging SPE, Inc., its general
partner
By: /s/ Daniel E. Ellis
---------------------------------------
Name: Daniel E. Ellis
Title: Vice President and Secretary
LENDER:
MERRILL LYNCH MORTGAGE LENDING, INC.
By: /s/ Robert Spinna
---------------------------------------
Name: Robert Spinna
Title: Vice President
REPLACEMENT EXHIBIT D
ALLOCATED LOAN AMOUNTS/AGGREGATE ALLOCATED LOAN AMOUNTS
LODGIAN LOCATION
ML CODE CODE CODE LEGAL ENTITY PROPERTY NAME ADDRESS CITY
- ------- ------- -------- ---------------------------- ----------------------- ----------------------- ----------
FIXED RATE LOAN #2
31 alb 3311 Albany Hotel, Inc. Crowne Plaza - Albany 30 Lodge Street Albany
21 bwi 1775 Lodgian Hotels Fixed II, Inc. Holiday Inn - Linthicum 890 Elkridge Landing Rd. Linthicum
30 ded 2777 Dedham Lodging Associates I, Residence Inn - Dedham 259 Elm St. Dedham
Limited Partnership
57 tul 3636 Lodgian Tulsa LLC Courtyard by Marriott 3340 South 79th East Tulsa
- Tulsa Avenue
53 laf 1515 Lodgian Lafayette LLC Courtyard by Marriott 214 E. Kaliste Saloom Lafayette
- Lafayette Road
37 gtr 3802 Apico Inns of Greentree, Inc. Holiday Inn - Pittsburgh 401 Holiday Drive Pittsburgh
52 aug 1265 Lodgian Augusta LLC Marriott Fairfield Inn 201 Boy Scout Road Augusta
- Augusta
40 yor 3875 AMI Operating Partners, L.P. Holiday Inn - York 334 Arsenal Rd. York
7 ehc 850 AMI Operating Partners, L.P. Holiday Inn - E. 363 Roberts St. E.
Hartford Hartford
SUBTOTAL
ALLOCATED
MEZZANINE AGGREGATE
LODGIAN ALLOCATED LOAN ALLOCATED
ML CODE CODE STATE LOAN AMOUNT AMOUNT LOAN AMOUNT
- ------- ------- ----- ----------- --------- -----------
FIXED RATE LOAN #2
31 alb NY $23,331,000 $ 0 $23,331,000
21 bwi MD $21,350,000 $ 0 $21,350,000
30 ded MA $ 5,555,000 $ 0 $ 5,555,000
57 tul OK $ 5,040,000 $ 0 $ 5,040,000
53 laf LA $ 5,925,000 $ 0 $ 5,925,000
37 gtr PA $ 3,588,000 $ 0 $ 3,588,000
52 aug GA $ 2,200,000 $ 0 $ 2,200,000
40 yor PA $ 2,475,000 $ 0 $ 2,475,000
7 ehc CT $ 1,400,000 $ 0 $ 1,400,000
$70,864,000 $ 0 $70,864,000
Replacement Exhibit D
REPLACEMENT SCHEDULE 2.4
[Attached Hereto]
Replacement Schedule 2.4