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Exhibit 10.27.1
FIRST AMENDMENT TO AND CONFIRMATION OF
AGREEMENT OF GUARANTY AND SURETYSHIP (PAYMENT)
THIS FIRST AMENDMENT TO AND CONFIRMATION OF AGREEMENT OF GUARANTY AND
SURETYSHIP (PAYMENT) is made and entered into as of the 15th day of December,
2000, by and between PNC BANK, NATIONAL ASSOCIATION, a national banking
association (the "Lender") and INTERSTATE HOTELS CORPORATION, a Maryland
corporation ("Guarantor").
W I T N E S S E T H:
WHEREAS, on February 14, 0000 XXXXXXXXXX XXXXXXXXXX HOTEL HOLDINGS,
L.L.C., a Delaware limited liability company (the "Borrower") and Lender entered
into a certain Loan Agreement (the "Loan Agreement") wherein the Lender agreed
to make a term loan to the Borrower in a principal amount not to exceed SEVEN
MILLION FIVE HUNDRED SIXTY THOUSAND AND 00/100 DOLLARS ($7,560,000) (the
"Loan"), as evidenced by a certain Mortgage Note dated as of February 14, 2000,
executed and delivered by the Borrower to the Lender (the "Note") (all
capitalized terms used herein shall have the meanings ascribed thereto in the
Loan Agreement unless defined to the contrary herein); and
WHEREAS, Guarantor executed and delivered to Lender a certain Agreement
of Guaranty and Suretyship (Payment) dated as of February 14, 2000 (the
"Guaranty") as security for the Loan; and
WHEREAS, the Borrower and Lender have agreed to make certain amendments
to the Loan Agreement and have executed and entered into a First Amendment to
Loan Agreement of even date herewith in order to modify certain financial
covenants with respect to the Guarantor (the Loan Agreement as amended by the
First Amendment to Loan Agreement is hereinafter referred to as the "Amended
Loan Agreement"); and
WHEREAS, simultaneous with the execution and delivery of the Amended
Loan Agreement, Guarantor and Lender have agreed to make certain amendments to
the Guaranty in order to reflect the provisions of the Amended Loan Agreement.
NOW, THEREFORE, the parties hereto, for good and valuable
consideration, the receipt and sufficiency thereof being hereby acknowledged,
and intending to be legally bound hereby, covenant and agree as follows:
1. Guarantor hereby consents to the execution by the Borrower and the
Lender, as applicable, of the Amended Loan Agreement (the Amended Loan Agreement
and this First Amendment to and Confirmation of Agreement of Guaranty and
Suretyship (Payment) are hereinafter collectively referred to as the "Amended
Loan Documents").
2. All references in the Guaranty to the "Loan Agreement" shall be
deemed to refer to and include the Amended Loan Agreement.
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3. The financial covenant set forth in set forth in Xxxxxxxxx 00 xxxxxx
(xx), of the Guaranty is hereby deleted in its entirety and replaced as follows.
(ii) Pro forma Permanent Loan Debt Service Coverage Ratio. The
Pro forma Permanent Loan Debt Service Coverage Ratio with respect to the
undersigned shall be at least 1.30 to 1.00; and
4. All references to the "Loan Documents" in the Guaranty are hereby
deemed to collectively include the Amended Loan Documents.
5. The Guarantor hereby confirms and agrees that, except as amended
hereby, all terms and conditions of the Guaranty executed by the Guarantor
(including, without limitation, any and all confessions of judgment, waivers of
trial by jury, representations, warranties, covenants and warrants of attorney
set forth therein, if any) shall remain in full force unimpaired by the
execution by Borrower and the Lender of the Amended Loan Agreement.
6. The Guarantor agrees that the Guarantor has no offsets or defenses
to the enforcement of the Guaranty by the Lender.
7. Except as specifically amended herein, the Guaranty is hereby
ratified and confirmed and shall remain in full force and effect.
8. This First Amendment to and Confirmation of Agreement of Guaranty
and Suretyship (Payment) shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
9. This First Amendment to and Confirmation of Agreement of Guaranty
and Suretyship (Payment) may be executed in any number of counterparts each of
which, when so executed, shall be deemed to be an original, but all such
counterparts shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have duly executed this First
Amendment to and Confirmation of Agreement of Guaranty and Suretyship (Payment)
as of the day and year first above written.
ATTEST/WITNESS: INTERSTATE HOTELS CORPORATION, a
Maryland corporation
Name: /s/ J. Xxxxxxx Xxxxxxxxxx
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By: /s/ Xxxxxxx X. Xxxxx By: J. Xxxxxxx Xxxxxxxxxx
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Title: Secretary Title: Vice Chairman
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ATTEST/WITNESS: PNC BANK, NATIONAL ASSOCIATION, a
national banking association
Name: /s/ Xxxxxxx Xxxxxxxxx
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By: /s/ L. Ishne By: Xxxxxxx Xxxxxxxxx
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Title: Vice President Title: Assistant Vice President
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