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AMENDMENT TO LOAN AGREEMENT

Loan Agreement

AMENDMENT TO LOAN AGREEMENT | Document Parties: INTERSTATE HOTELS & RESORTS INC | INTERSTATE ARLINGTON GP, LLC | INTERSTATE ARLINGTON MC, LLC | INTERSTATE ARLINGTON, LP | UBS REAL ESTATE SECURITIES INC You are currently viewing:
This Loan Agreement involves

INTERSTATE HOTELS & RESORTS INC | INTERSTATE ARLINGTON GP, LLC | INTERSTATE ARLINGTON MC, LLC | INTERSTATE ARLINGTON, LP | UBS REAL ESTATE SECURITIES INC

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Title: AMENDMENT TO LOAN AGREEMENT
Date: 3/31/2009
Industry: Hotels and Motels     Sector: Services

AMENDMENT TO LOAN AGREEMENT, Parties: interstate hotels & resorts inc , interstate arlington gp  llc , interstate arlington mc  llc , interstate arlington  lp , ubs real estate securities inc
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Exhibit 10.14.1

FIRST AMENDMENT TO LOAN AGREEMENT

Dated as of December 26, 2007

By and Between

INTERSTATE ARLINGTON, LP,

as Borrower,

and

UBS REAL ESTATE SECURITIES INC.,

as Lender

 


 

AMENDMENT TO LOAN AGREEMENT

          THIS AMENDMENT TO LOAN AGREEMENT, dated as of December 26 th , 2007 this “Amendment”), by and between the INTERSTATE ARLINGTON, LP, a Delaware limited partnership (“Borrower”), having its address at c/o Interstate Hotels & Resorts, Inc., 4501 North Fairfax Drive, Arlington, Virginia 22203 and UBS REAL ESTATE SECURITIES INC., a Delaware corporation, having an address 1285 Avenue of the Americas, New York, Nsew York 10019 (“Lender”).

W I T N E S S E T H:

           WHEREAS, Borrower and Lender have executed and delivered a Loan Agreement dated as of October 17, 2006 (the “Original Loan Agreement ”) which evidenced a loan made by Lender to Borrower in the original principal amount of Twenty-Four Million Seven Hundred Thousand and Noll n0 Dollars ($24,700,000.00) (the “Original Loan Amount”); and

           WHEREAS, Borrower and Lender desire to amend the Original Loan Agreement as more particularly set forth herein (the Original Loan Agreement as amended by this Amendment is hereafter referred to as the “Loan :Agreement”).

           NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and for other good and valuable consideration, each to the other given, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender hereby agree that the Original Loan Agreement is hereby amended to read as follows:

           1. Definitions Added and Amended. The following definitions are (a) added to Section 1.1 of the Loan Agreement or (b) appear in Section 1.1 but are hereby amended and restated in their entirety to read as follows:

           “Capital Expenditure Account” shall have the meaning set forth in Section 6.4.1

          “ERISA” shall have the meaning set forth in Section 4.2.10.

           “Event of Default” shall have the meaning set forth ill Section 10.1(a).

           “Re-Dating” shall have the meaning set forth in Section 9.1(b)(iv).

           “Required Repair Account” shall have the meaning set forth in Section 6.1.1 hereof.

           “Reserve Accounts - shall mean the accounts and sub accounts in which the Reserve Funds are being held in accordance with this Agreement.

           “Spread Maintenance Premium” shall mean, in connection with a prepayment of all or any portion of the outstanding principal balance of the Loan pursuant to Section 2.3.3 hereof, an amount equal to the present value, discounted at LIBOR on the most recent

 


 

Determination Date, of all future installments of interest which would have been due hereunder through and including the last day of the Interest Period in which the Permitted Prepayment Date occurs on the portion of the outstanding principal balance of the Loan being prepaid as if interest accrued on such portion of the principal balance being prepaid at an interest rate per annum equal to the LIBOR Interest Rate then in effect plus the Spread. The Spread Maintenance Premium shall be calculated by Lender and shall be final absent manifest error.

          2. Sections Modified:

          For all purposes under the Loan Agreement, Section 2.2.3(g) shall be added or deleted and replaced with the following:

          “(g) Borrower agrees to indemnify Lender and to hold Lender harmless from any loss or expense (other than consequential and punitive damages) which Lender sustains or incurs as a consequence of (i) any default by Borrower in payment of the principal of or interest on a LIBOR Loan, including, without limitation, any such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder, (ii) any prepayment (whether voluntary or mandatory) of the LIBOR Loan on a day that (A) is not a Monthly Payment Date or (B) is a Monthly Payment Date if Borrower did not give the prior written notice of such prepayment required pursuant to the terms of this Agreement, including, without limitation, such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain the LIBOR Loan hereunder and (iii) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the Applicable Interest Rate to the Substitute Rate plus the Substitute Spread with respect to any portion of the outstanding principal amount of the Loan then bearing interest at a rate other than the Substitute Rate plus the Substitute Spread on a date other than the first day of an Interest Period, including, without limitation, such loss or expenses arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder (the amounts referred to in clauses (i), (ii) and (iii) are herein referred to collectively as the “Breakage Costs”). Whenever in this Section 2.2.3 the term “interest or fees payable by Lender to lenders of funds obtained by it” is used and no such funds were actually obtained from such lenders, it shall include interest or fees which would have been payable by Lender if it had obtained funds from lenders in order to maintain a LIBOR Loan hereunder. Lender will provide to Borrower a statement detailing such Breakage Costs and the calculation thereof”

     (ii) For all purposes under the Loan Agreement, Section 2.3.3 shall be added or deleted and replaced with the following:

          “2.3.3. Interest Rate and Pa y ment after Default. In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal balance of the Loan shall accrue interest at the Default Rate, calculated from the date the Default occurred which led to such an Event of Default without regard to any grace or cure periods contained herein. If all or any part of the principal amount of the Loan is prepaid prior to the Permitted Prepayment Date following the occurrence of an Event of Default prior to the Permitted Prepayment Date, Borrower shall be required to pay Lender, in addition to all other amounts then payable hereunder (including, without limitation, (i) in the event that such prepayment is received on a Monthly Payment Date, interest accruing on such amount calculated

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through and including the end of the Interest Period in which such Monthly Payment Date occurs, or (ii) in the event that such prepayment is received on a date other than a Monthly Payment Date, interest accruing on such amount calculated through and including the end of the Interest Period in which the next Monthly Payment Date occurs), a prepayment fee equal to one percent (1 %) of the amount of principal being repaid together with a Spread Maintenance Premium calculated with respect to the amount of principal being repaid and Breakage Costs.”

     (iii) For all purposes under the Loan Agreement, Section 2.4.1 shall be added or deleted and replaced with the following:

          “2.4.1. Voluntary Prepayments. Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. On and after the Permitted Prepayment Date Borrower may, at its option and upon thirty (30) days prior notice to Lender, prepay the Debt in whole but not in part; provided, however, any prepayment received by Lender prior to November 10, 2008 shall be accompanied by the applicable Prepayment Fee. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon through and including the end of the Interest Period in which the next Monthly Payment Date occurs; provided, however, that no prepayment shall be permitted on any date during the period commencing on the first calendar day immediately following a Monthly Payment Date to, but not including, the Determination Date in such calendar month, unless consented to by Lender in its sole discretion. Any notice of prepayment shall be revocable by Borrower, except during the period commencing on the date five (5) Business Days prior to the applicable date of prepayment set forth in such notice of prepayment and ending on such date, during which time such notice is irrevocable; provided, Borrower may not revoke more than two (2) such notices of prepayment in any twelve (12) month period. If Borrower elects to revoke a notice of prepayment in accordance with the prior sentence, Borrower shall indemnify and pay to Lender immediately upon request the actual out-of-pocket expenses incurred by Lender in connection with such revocation, including but not limited to Breakage Costs as well as any and all costs of any holder of any portion of the Securities which was caused as a result of such revocation.”

     (iv) For all purposes under the Loan Agreement, the following language shall be added to the end of Section 2.4.2:

          “Any such prepayment received by Lender on a date other than a Monthly Payment


 
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