Exhibit 10.34
AMENDMENT NO. 1 TO THE INTERIM LOAN AGREEMENT
This AMENDMENT NO. 1 TO THE INTERIM LOAN AGREEMENT (this "Amendment"), dated as
of February 26, 2007, by and among Hospitality Properties Trust (the
"Borrower"), the Guarantors, Merrill Lynch Capital Corporation, as
Administrative Agent (the "Agent"), Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as Lead Arranger (the "Lead Arranger") and the Lenders listed on
the signature pages hereto, to the INTERIM LOAN AGREEMENT (the "Loan
Agreement"), dated as of January 22, 2007, by and among the Borrower, the Agent,
the Lead Arranger, the Lenders party thereto and Wachovia Bank, National
Association, RBC Capital Markets, UBS Securities LLC and Morgan Stanley Senior
Funding Inc., as Co-Syndication Agents.
All terms used and not defined herein
shall have the meaning given such terms in the Loan Agreement.
PRELIMINARY STATEMENTS
WHEREAS, the Borrower has requested that the Requisite Lenders agree to amend
certain provisions of the Loan Agreement;
WHEREAS, the Requisite Lenders have agreed, subject to the terms and conditions
hereinafter set forth, to amend certain provisions of the Loan Agreement as set
forth below; and
NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the sufficiency and receipt of all of which is hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1.
AMENDMENTS.
AS OF THE AMENDMENT DATE (AS DEFINED BELOW),
THE REQUISITE LENDERS HEREBY AGREE TO THE FOLLOWING AMENDMENTS OF THE LOAN
AGREEMENT:
(A)
EXHIBITS.
EXHIBIT D TO THE LOAN AGREEMENT ENTITLED "FORM OF
NOTICE OF CONTINUATION" AND EXHIBIT E TO THE LOAN AGREEMENT ENTITLED "FORM OF
NOTICE OF CONVERSION" ARE EACH HEREBY AMENDED BY DELETING SUCH EXHIBITS IN THEIR
ENTIRETY AND REPLACING THEM WITH EXHIBIT D AND EXHIBIT E ATTACHED HERETO AS
ANNEX I AND ANNEX II, RESPECTIVELY.
(B)
DEFINITIONS.
SECTION 1.1 OF THE LOAN AGREEMENT IS HEREBY AMENDED
BY DELETING THE DEFINITION OF "INTEREST PERIOD" IN ITS ENTIRETY AND REPLACING IT
WITH THE FOLLOWING:
"'Interest Period' means
(a)
with respect to any LIBOR Loan made on or after the Effective
Date and prior to June 30, 2007, each period commencing on the date such LIBOR
Loan is made or the last day of the next preceding Interest Period for such Loan
and ending seven days, fourteen days, one month, two months, three months or six
months (or, in the case, of a LIBOR Loan pursuant to Section 2.9(b), 14 days)
thereafter, or
(b)
with respect to any LIBOR Loan made on or after June 30, 2007,
each period commencing on the date such LIBOR Loan is made or the last day of
the next preceding Interest Period for such Loan and ending one, two, three or
six months thereafter,
in each case, as the Borrower may select in a Notice of Borrowing, Notice of
Continuation or Notice of Conversion, as the case may be, except that each
Interest Period (other than an Interest Period for seven or fourteen days or
pursuant to Section 2.9(b)) that commences on the last Business Day of