WAIVER, dated as
of April 9, 2008 (this “Waiver”), by and
among INTERSTATE OPERATING COMPANY, LP, a Delaware limited
partnership (the “Borrower”), LEHMAN COMMERCIAL
PAPER INC. (the “Administrative Agent”), and the
Lenders party hereto to the Credit Agreement (as defined
below).
WHEREAS, the
Borrower, the Administrative Agent, Lehman Brothers Inc., as sole
lead an-anger and sole bookrunner, Societe Cidnerale, as
syndication agent. CaIyon New York Branch and Merrill Lynch
Capital, a division of Merrill Lynch Business Financial Services,
Inc.. as co-documentation agents and the Lenders have entered into
that certain Senior Secured Credit Agreement, dated as of
March 9, 2007 (as amended, supplemented or otherwise modified
from time to time, the “Credit
Agreement”);
WHEREAS, a
Subsidiary of the Borrower, Interstate Columbia, LLC, acquired a
Sheraton hotel located at 10207 Wincopin Circle, Columbia, Maryland
21044 (the “Sheraton-Maryland”) on
November 29, 2007, and, pursuant to the Credit Agreement,
maybe required to provide, among other deliverables. Security
Documents and a Title Policy within ninety (90) Business Days
of the acquisition of the Sheraton-Maryland in order for the
Administrative Agent to have an Acceptable Lien on the
Sheraton-Maryland;
WHEREAS, the
Borrower has requested additional time to comply with the Credit
Agreement in connection with the acquisition of the
Sheraton-Maryland: and
WHEREAS, the
Administrative Agent and the Lenders party hereto have agreed,
subject to the terms and conditions hereinafter set forth, to waive
certain provisions of the Credit Agreement as set firth
below.
NOW, THEREFORE, in
consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged. the parties hereby agree as follows:
1.
Defined Terms. Capitalized terms used and not otherwise
defined herein shall have the meanings ascribed to such terms in
the Credit Agreement.
2.
Waiver. The Administrative Agent and the Lenders party
hereto have agreed to provide the Borrower an additional ninety
(90) Business Days to satisfy the requirements of
Sections 5.10 and 6.06(d), if necessary, and the Credit
Agreement generally in connection with the acquisition of the
Sheraton-Maryland.
3.
Conditions to Effectiveness of this waiver. This Waiver
shall become effective as of the date (the “Waiver
Effective Date”) each of the following conditions
precedent shall have been satisfied:
(a) The
Administrative Agent shall have received a duly executed
counterpart of this Waiver, executed by the Borrower, the
Administrative Agent and the Required Lenders.
(b) There
shall have been paid to the Administrative Agent, for the account
of itself and the Lenders, as applicable. all fees and expenses
(including reasonable fees and expenses of counsel) due and payable
on or before the Waiver Effective Date, including a five
(5) basis point waiver fee for
each Lender
that has executed and delivered this Waiver on or prior to 5p.m.
(New York Time) Wednesday April 9, 2008 on the full amount of
such Lender’s Commitment on such date.
4.
Representations and Warranties. The Borrower hereby
represents and wan-ants to the Administrative Agent and the
Lenders, on and as of’ the date hereof. that:
(a) (i) The
Borrower has taken all necessary action to authorize the execution,
delivery and performance of this Waiver, (ii) this Waiver has
been duly
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