FIRST AMENDMENT TO LOAN
AGREEMENT
Dated as of December 26,
2007
INTERSTATE WESTCHASE, LP,
UBS REAL ESTATE SECURITIES
INC.,
AMENDMENT TO LOAN
AGREEMENT
THIS
AMENDMENT TO LOAN AGREEMENT, dated as of December 26
th , 2007 this
“Amendment”), by and between the
INTERSTATE WESTCHASE, 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, New York 10019
(“Lender”).
WHEREAS, Borrower and Lender have executed and delivered a
Loan Agreement dated as of February 8, 2007 (the
“Original Loan Agreement”) which
evidenced a loan made by Lender to Borrower in the original
principal amount of Thirty-Two Million Eight Hundred Twenty-Five
Thousand and No/ 100 Dollars (32,825,000.00) (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:
(
i ) For all purposes under the Loan Agreement,
Section 4.1.6(d) shall be added or deleted and replaced
with the following:
“(d)
Annual Reports. Within ninety (90) days after
the end of each calendar year of Borrower’s operation of the
Property, Borrower will furnish to Lender a complete copy of
Borrower’s, annual financial statements prepared in
accordance with GAAP covering the Property for such fiscal year and
containing statements of profit and loss for Borrower and the
Property and a balance sheet for Borrower. Such statements shall
set forth the financial condition and the results of operations for
the Property for such Fiscal Year, shall include (hut not be
limited to) amounts representing annual Net Cash Flow, Gross Income
from Operations, Operating Expenses and Capital Expenditures and
shall be accompanied by a reasonably detailed schedule of all
Capital Expenditures for such fiscal year. Borrower’s annual
financial statements shall be accompanied by (i) a comparison
of (A) the budgeted income and expenses and Capital
Expenditures and (B) the actual income and expenses and
Capital Expenditures for the prior fiscal year, (ii) an
Officer’s Certificate stating that, to such officer’s
knowledge after reasonable inquiry, each such annual financial
statement presents fairly the financial condition and the
resul
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