EXHIBIT 99.1
October 17, 2005
Merrill Lynch Mortgage Lending, Inc.
4 World Financial Center, 16th Floor
New York, NY 10080
RE: Loan and Security Agreement (Fixed Rate #4), dated as of
June 25, 2004 (as amended or modified, "Loan Agreement"), between
the Borrowers listed on the signature pages below ("Borrowers")
and Merrill Lynch Mortgage Lending, Inc. ("Lender")
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Ladies and Gentlemen:
Reference is made to the above Loan Agreement Capitalized terms used
but not otherwise defined herein shall have the respective meanings given
thereto in the Loan Agreement
The parties acknowledge that, on the date hereof, the Property located
in St. Paul, Minnesota (the "St. Paul Property") is being released from the lien
of the applicable Mortgage and in connection therewith Borrowers are making a
prepayment of the Loan in the amount of $2,000,000. Borrowers and Lender hereby
acknowledge and agree that, after giving effect to the release of the St. Paul
Property and the payment of the release price therefor: (a) after receipt of the
Scheduled Mortgage Principal Payment due on November 1, 2005, the outstanding
principal balance of the Loan will be $53,733,309.79, (b) the adjusted Allocated
Loan Amounts with respect to each of the Properties remaining as Collateral for
the Loan will be the amounts set forth on Schedule A attached hereto and said
Schedule A shall supersede Exhibit D to the Loan Agreement (which Exhibit D was
amended and restated by the Second Loan Modification Agreement, dated as of
March 1, 2005 (the "2nd LMA")) and (c) from and after the Payment Date on
December 1, 2005, the monthly Scheduled Mortgage Principal Payment amount for
the Loan will be $374,727.42, the Scheduled Mortgage Principal Payments for each
Payment Date during the term of the Loan shall be as set forth on Schedule B
attached hereto, and said Schedule B shall supersede Schedule 2.4 to the Loan
Agreement (which Schedule 2.4 was amended and restated by the 2nd LMA).
Except as expressly amended hereby, all of the terms, covenants and
conditions of the Loan Agreement, the Note and the other Loan Documents are
hereby ratified and confirmed by Borrowers and remain unmodified and in full
force and effect. This letter agreement may be executed in two (2) or more
counterparts, each of which shall be an original but all of which shall together
constitute one and the same agreement.
Please indicate your acknowledgment and agreement with the foregoing,
by countersigning this letter agreement where indicated below.
Very truly yours,
BORROWERS:
NH MOTEL ENTERPRISES, INC.
SERVICO COLUMBIA, INC.
MINNEAPOLIS MOTEL ENTERPRISES, INC.
By: s/ Daniel E. Ellis
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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., a
Delaware corporation, its general
partner
By: s/ Daniel E. Ellis
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Name: Daniel E. Ellis
Title: Vice President and Secretary, or
Authorized Signatory
LODGIAN HOTELS FIXED IV, L.P.
By: LODGIAN HOTELS FIXED IV GP, INC., a
Delaware corporation, its general
partner
By: s/ Daniel E. Ellis
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Name: Daniel E. Ellis
Title: Vice President and Secretary, or
Authorized Signatory
SERVICO CENTRE ASSOCIATES, LTD.
By: Servico Palm Beach General Partner SPE,
Inc., a Delaware corporation, its
general partner
By: s/ Daniel E. Ellis
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Name: Daniel E. Ellis
Title: Vice President and Secretary,
or Authorized Signatory
ACKNOWLEDGED AND AGREED
as of October 17, 2005:
MERRILL LYNCH MORTGAGE LENDING, INC.
By: s/ Robert J. Spinna, Jr.
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Name: Robert J. Spinna, Jr.
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Title: Vice President
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