exv10w15w1






Exhibit 10.15.1




FIRST AMENDMENT TO LOAN AGREEMENT




Dated as of December 26, 2007




By and Between




INTERSTATE WESTCHASE, LP,




as Borrower,




and




UBS REAL ESTATE SECURITIES INC.,




as Lender





 









 









AMENDMENT TO LOAN AGREEMENT




          THIS AMENDMENT TO LOAN AGREEMENT, dated as of December 26th, 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”).




W I T
N E S S E T H:




          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:




          1. Sections Modified:




     (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 results of operations of
Borrower and the Property being reported upon and has been prepared in accordance with GAAP and
(iiii) occupancy statistics for the Property. Together with Borrower’s annual financial statements,
Borrower shall furnish to Lender an Officer’s Certificate





 









 







certifying as of the date thereof whether, to such officer’s knowledge after reasonable inquiry,
there exists an event or circumstance which constitutes a Default or Event of Default under the
Loan Documents executed and delivered by, or applicable to, Borrower, and if such Default or Event
of Default exists, the nature thereof, the period of time it has existed and the action then being
taken to remedy the same.




     (ii) For all purposes under the Loan Agreement, Borrower’s notice information in
Section 11.6 shall be added or deleted and replaced with the following:



	 	 	 	 	 
	 

	 	If to Borrower:
	 	INTERSTATE WESTCHASE, LP
	 

	 	 	 	c/o Interstate Hotels Resorts Inc,
	 

	 	 	 	4501 North Fairfax Drive
	 

	 	 	 	Arlington, VA 22203
	 

	 	 	 	Attention: Christopher L. Bennett, Esq.
	 

	 	 	 	Facsimile No.: (703) 542-0965






          2. Borrower Representations and Warranties. Borrower represents and warrants
as of the date hereof that: (i) The representations, warranties, certifications and agreements of
Borrower contained in the Loan Documents made by Borrower in favor of Lender are true, complete and
accurate in all material respects as of the date hereof; (ii) both Borrower and, to the best of
Borrower’s knowledge, Lender have performed all of their respective obligations under the Loan
Documents and Borrower has no knowledge of any event which with the giving of notice, the passage
of time or both would constitute a default by Borrower or Lender under the Loan Documents; (iii)
Borrower has no claim against Lender and no offset or defense to the payment of the Debt or any
counterclaim or right to rescission to enforcement of any of the terms of the Loan Documents; (iv)
no voluntary actions or involuntary actions are pending against Borrower, any member of Borrower,
the Borrower’s managing member, or any guarantor or indemnitor of the Loan under the bankruptcy or
insolvency laws of the United States or any state thereof; and (v) the Loan Documents, as any of
the same have been modified, amended and restated, are the valid, legal and binding obligation of
Borrower.




          3. No Other Amendments. Except as specifically modified and amended herein,
all other terms, conditions and covenants contained in the Original Loan Agreement shall remain in
full force and effect.




          4.
References to Loan Agreement. Wherever reference is made in the Original
Loan Agreement to “the Loan Agreement”, “this Agreement”, “hereof’, “hereunder”, “herein” or words
of similar import, the same shall be deemed to refer to the Loan Agreement (as defined in this
Amendment) and wherever reference is made in any of the Loan Documents to “the Loan Agreement,” the
same shall be deemed to refer to the Loan Agreement (as defined in this Amendment). Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the Loan
Agreement.




          5. Counterparts. This 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.




 









 





          6. Binding Effect. This Amendment shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns.




          7. Governing Law. This Amendment shall be governed by New York law, without
regard to conflicts of law principles.




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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
duly authorized representatives, all as of the day and year first above written.




BORROWER:




	 	 	 	 	 
	 	 	INTERSTATE
WESTCHASE, LP, a 
Delaware limited partnership
	 
	 	 	 	 
	 

	 	By:
	 	INTERSTATE WESTCHASE GP, LLC, a
	 

	 	 	 	Delaware limited liability company,
general
	 

	 	 	 	partner
	 
	 	 	 	 
	 

	 	 	 	By: INTERSTATE WESTCHASE MC, LLC, a 

Delaware
limited liability company, manager and sole member.
	 
	 	 	 	 
	 

	 	 	 	     By:
/s/
Bruce Riggins
	 

	 	 	 	 

	 

	 	 	 	     Name:
Bruce Riggins
	 

	 	 	 	     Title:
President






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	 	LENDER:


UBS REAL ESTATE SECURITIES INC., 

    a Delaware corporation

 	 
	 	By:  	/s/ Maryann Fisher
 	 
	 	 	Name:  	Maryann Fisher 	 
	 	 	Title:  	Associate Director 	 
	 	 	 
	 	By:  	
/s/     Henry Chung
 	 
	 	 	Name:  	Henry Chung 	 
	 	 	Title:  	Director