Second Amendment and Supplement to Amended and Restated Loan Agreement between LaSalle Bank National Association (as Trustee) and Multiple Borrowers

Summary

This agreement is a second amendment to a previously amended and restated loan agreement originally dated November 5, 1999, between LaSalle Bank National Association (as Trustee for Bear Stearns Commercial Mortgage Securities Inc.) and several borrower entities. The amendment modifies terms related to the release of certain properties from mortgage liens, specifically addressing conditions for the Hilton Columbus property. All other terms of the original loan agreement remain in effect. The agreement is governed by New York law and is binding on all parties and their successors.

EX-10.42 8 dex1042.txt SECOND AMENDMENT AND SUPPLEMENT TO AMENDED AND RESTATED LOAN AGREEMENT EXHIBIT 10.42 ================================================================================ 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 STEARNS COMMERCIAL MORTGAGE SECURITIES INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 1999-WYN1, as Lender ================================================================================ 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 STEARNS COMMERCIAL MORTGAGE SECURITIES INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 1999-WYN1, assignee of BEAR, STEARNS FUNDING, INC., a Delaware corporation, having an address at 383 Madison Avenue, New York, New York 10179 ("Lender"), and the Parties Listed on Exhibit A attached hereto, each having an address in care of Wyndham International, Inc., 1950 Stemmons Freeway, Suite 6001, Dallas, Texas 75207 (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. [NO FURTHER TEXT ON THIS PAGE] 2 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 STEARNS COMMERCIAL MORTGAGE SECURITIES INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 1999-WYN1 By: /s/ ANGELA NORRIS JOHNSON ------------------------------------ Name: Angela Norris Johnson Title: Portfolio Manager [Signatures Continue On Next Page] 1 BORROWER: RAVINIA, LLC, a Delaware limited liability company By: Ravinia Manager Corp., a Delaware corporation Manager By: /s/ MARK CHLOUPEK -------------------------------- Name: Mark Chloupek Title: Authorized Officer DT-DES PLAINES, LLC, a Delaware limited liability company By: DT-Des Plaines Manager Corp., a Delaware corporation, Manager By: /s/ MARK CHLOUPEK -------------------------------- Name: Mark Chloupek 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/ MARK CHLOUPEK ---------------------------- Name: Mark Chloupek Title: Authorized Officer [Signatures Continue On Next Page] 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/ MARK CHLOUPEK ---------------------------- Name: Mark Chloupek Title: Authorized Officer H-COLUMBUS, LLC, a Delaware limited liability company By: H-Columbus Manager Corp., a Delaware corporation, Manager By: /s/ MARK CHLOUPEK -------------------------------- Name: Mark Chloupek Title: Authorized Officer H-DELMAR, LLC, a Delaware limited liability company By: H-Delmar Manager Corp., a Delaware corporation, Manager By: /s/ MARK CHLOUPEK -------------------------------- Name: Mark Chloupek Title: Authorized Officer H-CLEVELAND, LLC, a Delaware limited liability company By: H-Cleveland Manager Corp., a Delaware corporation Manager By: /s/ MARK CHLOUPEK -------------------------------- Name: Mark Chloupek Title: Authorized Officer [Signatures Continue On Next Page] 3 HILT-HUNT, LLC, a Delaware limited liability company By: Hilt-Hunt Manager Corp., a Delaware corporation, Manager By: /s/ MARK CHLOUPEK -------------------------------- Name: Mark Chloupek Title: Authorized Officer H-GATEWAY, LLC, a Delaware limited liability company By: H-Gateway Manager Corp., a Delaware corporation, Manager By: /s/ MARK CHLOUPEK -------------------------------- Name: Mark Chloupek 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/ MARK CHLOUPEK ---------------------------- Name: Mark Chloupek Title: Authorized Office MAR-TY, LLC, a Delaware limited liability company By: Mar-Ty Manager Corp., a Delaware corporation, Manager By: /s/ MARK CHLOUPEK -------------------------------- Name: Mark Chloupek Title: Authorized Officer [Signatures Continue On Next Page] 4 W-BUTTES, LLC, a Delaware limited liability company By: W-Buttes Manager Corp., a Delaware corporation, Manager By: /s/ MARK CHLOUPEK -------------------------------- Name: Mark Chloupek Title: Authorized Officer W-EMERALD, LLC, a Delaware limited liability company By: W-Emerald Manager Corp., a Delaware corporation, Manager By: /s/ MARK CHLOUPEK -------------------------------- Name: Mark Chloupek Title: Authorized Officer W-FRANKLIN, L.P., a Delaware limited partnership By: W-Franklin GP, LLC, a Delaware limited liability company, General Partner By: W-Franklin GP Manager Corp., a Delaware corporation, Manager By: /s/ MARK CHLOUPEK ---------------------------- Name: Mark Chloupek Title: Authorized Officer W-INDIANA, LLC, a Delaware limited liability company By: W-Indiana Manager Corp., a Delaware corporation, Manager By: /s/ MARK CHLOUPEK -------------------------------- Name: Mark Chloupek Title: Authorized Officer [Signatures Continue On Next Page] 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/ MARK CHLOUPEK ---------------------------- Name: Mark Chloupek Title: Authorized Officer W-NOVI, LLC, a Delaware limited liability company By: W-Novi Manager Corp., a Delaware corporation, Manager By: /s/ MARK CHLOUPEK -------------------------------- Name: Mark Chloupek Title: Authorized Officer W-PLEASANTON, LLC, a Delaware limited liability company By: W-Pleasanton Manager Corp., a Delaware corporation, Manager By: /s/ MARK CHLOUPEK -------------------------------- Name: Mark Chloupek Title: Authorized Officer W-SCHAUMBURG, LLC, a Delaware limited liability company By: W-Schaumburg Manager Corp., a Delaware corporation, Manager By: /s/ MARK CHLOUPEK -------------------------------- Name: Mark Chloupek Title: Authorized Officer [Signatures Continue On Next Page] 6 W-WOOD DALE, LLC, a Delaware limited liability company By: W-Wood Dale Manager Corp., a Delaware corporation, Manager By: /s/ MARK CHLOUPEK -------------------------------- Name: Mark Chloupek Title: Authorized Officer W-BEL AGE, LLC, a Delaware limited liability company By: W-Bel Age Manager Corp., a Delaware corporation, Manager By: /s/ MARK CHLOUPEK -------------------------------- Name: Mark Chloupek Title: Authorized Officer INDEMNITOR: WYNDHAM INTERNATIONAL, INC., a Delaware corporation By: /s/ MARK CHLOUPEK ------------------------------------ Name: Mark Chloupek Title: Authorized Officer 7 EXHIBIT A INDIVIDUAL BORROWERS

EXH A-1