EXHIBIT 10.42
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SECOND AMENDMENT AND SUPPLEMENT TO
AMENDED AND RESTATED LOAN AGREEMENT
Dated as of October 11, 2002
Between
THE PARTIES LISTED ON EXHIBIT A ATTACHED HERETO,
as Borrower
and
LASALLE BANK NATIONAL ASSOCIATION, as Trustee for
BEAR ▇▇▇▇▇▇▇ COMMERCIAL MORTGAGE SECURITIES INC.
COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES SERIES 1999-WYN1,
as Lender
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SECOND AMENDMENT AND SUPPLEMENT TO
AMENDED AND RESTATED LOAN AGREEMENT
THIS SECOND AMENDMENT AND SUPPLEMENT TO AMENDED AND RESTATED LOAN
AGREEMENT, dated as of October 11, 2002 (this "Second Amendment"), between
LASALLE BANK NATIONAL ASSOCIATION, as Trustee for BEAR ▇▇▇▇▇▇▇ COMMERCIAL
MORTGAGE SECURITIES INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES
1999-WYN1, assignee of BEAR, ▇▇▇▇▇▇▇ FUNDING, INC., a Delaware corporation,
having an address at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("Lender"),
and the Parties Listed on Exhibit A attached hereto, each having an address in
care of Wyndham International, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇ (each, an "Individual Borrower" and collectively, "Borrower") amends
that certain Amended and Restated Loan Agreement, dated as of November 5, 1999,
between Lender and Borrower, as amended by that certain First Amendment and
Supplement to Amended and Restated Loan Agreement (the "First Amendment") among
the parties to this Second Amendment (as amended by the First Amendment, the
"Loan Agreement").
W I T N E S S E T H:
WHEREAS, Lender loaned the original principal sum of $346,000,000 (the
"Loan") to Borrower pursuant to the terms and conditions of the Loan Agreement
and evidenced by that certain Promissory Note, dated June 29, 1999, made by
Borrower in favor of Lender (such Promissory Note, together with all extensions,
renewals, replacements, restatements or modifications thereof being hereinafter
referred to collectively as the "Note") and secured, in part, by the Mortgages;
and
WHEREAS, Borrower now wishes to amend the Loan Agreement, and Lender
consents to such amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is acknowledged, Borrower and Lender hereby covenant,
agree, represent and warrant that the Loan Agreement is hereby amended as
follows:
1. The following clause is hereby added to the end of Section 2.4.1(b) of
the Loan Agreement immediately following the words "... the release of the
Individual Property" and immediately preceding the period at the end of such
Section 2.4.1(b):
"; provided, further, however, notwithstanding the foregoing to the
contrary, if the Individual Property to be released is that certain
Individual Property known as Hilton Columbus, located in Columbus,
Georgia, then after giving effect to such release, the Debt Service
Coverage Ratio for all of the Properties then remaining subject to the
Liens of the Mortgages for the twelve (12) full calendar months
immediately preceding the release of such Individual Property shall be
not less than the Debt Service Coverage Ratio for all such Properties
then securing the Loan (including such Individual Property to be
released) for the twelve (12) full calendar months immediately
preceding the release of such Individual Property".
2. Borrower hereby represents and warrants to Lender that as of the date
hereof each of the representations and warranties made by Borrower in the Loan
Documents is true, complete and accurate in all material respects as set forth
therein (it being understood that any representation or warranty made as of a
specified date shall only be required to be true and correct in all material
respects as of such specified date).
3. Except as specifically amended hereby, all terms, conditions, provisions
and covenants contained in the Loan Agreement shall remain in full force and
effect as written.
4. Unless otherwise defined in this Second Amendment, terms defined in the
Loan Agreement or in any of the other Loan Documents shall have their defined
meanings when used herein.
5. This Second Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, legal representatives, successors
and assigns.
6. This Second Amendment may be executed in any number of counterparts with
the same effect as if all parties hereto had signed the same document. All such
counterparts shall be construed together and shall constitute one instrument,
but in making proof hereof it shall only be necessary to produce one such
counterpart.
7. This Second Amendment shall be governed by, and construed in accordance
with, the laws of the State of New York, without regard to principles of
conflict of laws and any applicable law of the United States of America.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed by their duly authorized representatives, all as
of the day and year first above written.
LENDER:
LASALLE BANK NATIONAL ASSOCIATION, as
Trustee for BEAR ▇▇▇▇▇▇▇ COMMERCIAL
MORTGAGE SECURITIES INC. COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-WYN1
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Portfolio Manager
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BORROWER:
RAVINIA, LLC, a Delaware limited
liability company
By: Ravinia Manager Corp., a Delaware
corporation Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Officer
DT-DES PLAINES, LLC, a Delaware limited
liability company
By: DT-Des Plaines Manager Corp.,
a Delaware corporation, Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Officer
DT-MIAMI, L.P., a Delaware limited
partnership
By: DT-Miami GP, LLC, a Delaware
limited liability company, General
Partner
By: DT-Miami GP Manager Corp., a
Delaware corporation, Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Officer
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2
DT-TALLAHASSEE, L.P., a Delaware
limited partnership
By: DT-Tallahassee GP, LLC, a Delaware
limited liability company, General
Partner
By: DT-Tallahassee GP Manager Corp.,
a Delaware corporation, Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Officer
H-COLUMBUS, LLC, a Delaware limited
liability company
By: H-Columbus Manager Corp., a
Delaware corporation, Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Officer
H-DELMAR, LLC, a Delaware limited
liability company
By: H-Delmar Manager Corp., a
Delaware corporation, Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Officer
H-CLEVELAND, LLC, a Delaware limited
liability company
By: H-Cleveland Manager Corp., a
Delaware corporation Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Officer
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3
▇▇▇▇-▇▇▇▇, LLC, a Delaware limited
liability company
By: ▇▇▇▇-▇▇▇▇ Manager Corp., a Delaware
corporation, Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Officer
H-GATEWAY, LLC, a Delaware limited
liability company
By: H-Gateway Manager Corp., a Delaware
corporation, Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Officer
R-HOUSTON, L.P., a Delaware limited
partnership
By: R-Houston GP, LLC, a Delaware
limited liability company, General
Partner
By: R-Houston GP Manager Corp.,
a Delaware corporation, Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Office
MAR-TY, LLC, a Delaware limited
liability company
By: Mar-Ty Manager Corp., a Delaware
corporation, Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Officer
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4
W-BUTTES, LLC, a Delaware limited
liability company
By: W-Buttes Manager Corp., a Delaware
corporation, Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Officer
W-EMERALD, LLC, a Delaware limited
liability company
By: W-Emerald Manager Corp., a Delaware
corporation, Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Officer
W-▇▇▇▇▇▇▇▇, ▇.▇., a Delaware limited
partnership
By: W-▇▇▇▇▇▇▇▇ ▇▇, LLC, a Delaware
limited liability company, General
Partner
By: W-▇▇▇▇▇▇▇▇ ▇▇ Manager Corp., a
Delaware corporation, Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Officer
W-INDIANA, LLC, a Delaware limited
liability company
By: W-Indiana Manager Corp., a Delaware
corporation, Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Officer
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5
W-COLINAS, L.P., a Delaware limited
partnership
By: W-Colinas GP, LLC, a Delaware
limited liability company, General
Partner
By: W-Colinas GP Manager Corp., a
Delaware corporation, Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Officer
W-NOVI, LLC, a Delaware limited
liability company
By: W-Novi Manager Corp., a Delaware
corporation, Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Officer
W-PLEASANTON, LLC, a Delaware limited
liability company
By: W-Pleasanton Manager Corp., a
Delaware corporation, Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Officer
W-SCHAUMBURG, LLC, a Delaware limited
liability company
By: W-Schaumburg Manager Corp., a
Delaware corporation, Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Officer
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6
W-WOOD ▇▇▇▇, LLC, a Delaware limited
liability company
By: W-Wood ▇▇▇▇ Manager Corp., a
Delaware corporation, Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Officer
W-BEL AGE, LLC, a Delaware limited
liability company
By: W-Bel Age Manager Corp., a Delaware
corporation, Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Officer
INDEMNITOR:
WYNDHAM INTERNATIONAL, INC., a Delaware
corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Officer
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EXHIBIT A
INDIVIDUAL BORROWERS
INDIVIDUAL BORROWER PROPERTY
Ravinia, LLC, a Delaware limited liability company Crowne Plaza Ravinia
DT-Tallahassee, L.P., a Delaware limited partnership Doubletree Hotel Tallahassee
DT-Miami, L.P., a Delaware limited partnership Doubletree Miami
DT-Des Plaines, LLC, a Delaware limited liability company Doubletree Chicago
W-▇▇▇▇▇▇▇▇, ▇.▇., a Delaware limited partnership Wyndham Garden Franklin
R-Houston, L.P., a Delaware limited partnership Radisson Suites Houston
▇▇▇▇-▇▇▇▇, LLC, a Delaware limited liability company Huntington Hilton
H-Gateway, LLC, a Delaware limited liability company Hilton Newark Gateway
H-Cleveland LLC, a Delaware limited liability company Hilton Inn Cleveland
W-Emerald, LLC, a Delaware limited liability company Wyndham Emerald Plaza
H-Delmar, LLC, a Delaware limited liability company Hilton Del Mar
W-Colinas, L.P., a Delaware limited partnership Wyndham Garden Las Colinas
H-Columbus, LLC, a Delaware limited liability company Hilton Columbus
W-Pleasanton, LLC, a Delaware limited liability company Wyndham Garden Pleasanton
Mar-Ty, LLC, a Delaware limited liability company ▇▇▇▇ Marriott
W-Indiana, LLC, a Delaware limited liability company Wyndham Garden Indianapolis
W-Buttes, LLC, a Delaware limited liability company Wyndham Buttes
W-Schaumburg, LLC, a Delaware limited liability company Wyndham Garden Schaumburg
W-Wood ▇▇▇▇, LLC, a Delaware limited liability company Wyndham Garden Wood ▇▇▇▇
W-Novi, LLC, a Delaware limited liability company Wyndham Garden Novi
W-Bel Age, LLC, a Delaware limited liability company Wyndham Bel Age
EXH A-1