EXHIBIT 10.17.11
LOAN MODIFICATION AGREEMENT (FIXED RATE #4)
THIS LOAN MODIFICATION AGREEMENT (FIXED RATE #4), 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, "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 #4), 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 Borrowers in the original principal amount of
$61,516,500 (the "LOAN"), which Loan has an outstanding principal balance of
$61,294,312.26 as of the date hereof; and
WHEREAS, in connection with the Securitization of the Loan,
Borrowers and Lender wish to: (a) decrease the principal amount of the Loan by
$3,000,000 to $58,294,312.26; (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 decreased by $3,000,000 (the
"PRINCIPAL REDUCTION") to $58,294,312.26 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 decreased by the Principal Reduction Amount; (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respect to each Property, is hereby deleted in its entirety and superceded by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 Reduction 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. 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.
3. 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 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.
4. 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.
5. 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.
6. 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.
7. 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:
NH MOTEL ENTERPRISES, INC.
SERVICO COLUMBIA, INC.
LODGIAN FAIRMONT LLC
SERVICO HOUSTON, 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
LITTLE ROCK LODGING ASSOCIATES I,
LIMITED PARTNERSHIP
By: Lodgian Little Rock SPE, Inc., its general
partner
By: /s/ Daniel E. Ellis
------------------------------------------
Name: Daniel E. Ellis
Title: Vice President and Secretary
LODGIAN HOTELS FIXED IV, L.P.
By: Lodgian Hotels Fixed IV GP, 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 #4
47 hou 4310 Servico Houston, Inc. Crowne Plaza - Houston 12801 NW Freeway US Houston
290
17 col 1710 Servico Columbia, Inc. Hilton - Columbia 5485 Twin Knolls Rd. Columbia
42 nrf 3930 NH Motel Enterprises, Inc. Hilton - Troy 5500 Crooks Rd. Troy
50 dfw 4388 Lodgian Hotels Fixed IV, L.P. Holiday Inn Select - 4441 Hwy 114 & Ester Irving
Irving Blvd.
6 lrk 560 Little Rock Lodging Residence Inn - Little 1401 S. Shackleford Little Rock
Associates I, Limited Rock Rd.
Partnership
22 fre 1776 Lodgian Hotels Fixed IV, L.P. Holiday Inn - Frederick 999 W. Patrick St. Frederick
26 pdk 2007 Lodgian Hotels Fixed IV, L.P. Courtyard by Marriott - 3835 Technology Dr. Paducah
Paducah
48 abl 4343 Lodgian Hotels Fixed IV, L.P. Courtyard by Marriott - 4350 Ridgemont Dr. Abilene
Abilene
61 fwv 4800 Lodgian Fairmont LLC Holiday Inn - Fairmont 930 East Old Grafton Fairmont
Road
SUBTOTAL
ALLOCATED AGGREGATE
LODGIAN ALLOCATED MEZZANINE ALLOCATED
ML CODE CODE STATE LOAN AMOUNT LOAN AMOUNT LOAN AMOUNT
- -------- ------- ----- ----------- ----------- -----------
FIXED RATE LOAN #4
47 hou TX $13,830,000 $0 $13,830,000
17 col MD $11,100,000 $0 $11,100,000
42 nrf MI $ 7,350,000 $0 $ 7,350,000
50 dfw TX $ 6,833,500 $0 $ 6,833,500
6 lrk AR $ 4,760,000 $0 $ 4,760,000
22 fre MD $ 4,278,000 $0 $ 4,278,000
26 pdk KY $ 4,340,000 $0 $ 4,340,000
48 abl TX $ 3,850,000 $0 $ 3,850,000
61 fwv WV $ 2,175,000 $0 $ 2,175,000
$58,516,500 $0 $58,516,500
Replacement Exhibit D
REPLACEMENT SCHEDULE 2.4
[Attached Hereto]
Replacement Schedule 2.4