EX-10.2.6 15 g87458exv10w2w6.txt EX-10.2.6 $5,539,275 PROMISSORY NOTE B Exhibit 10.2.6 PROMISSORY NOTE B $5,539,275 March 31, 2003 New York, New York RECITALS: WHEREAS the Borrowers (hereinafter defined) are indebted to Lender (hereinafter defined) with respect to a loan (the "ORIGINAL LOAN") in the original principal amount of $224,036,325 which is secured by the lien and security interest created, among other things, by those certain Mortgages/Deeds of Trust/Deeds to Secure Debt, Assignments of Leases and Rents and Security Agreements dated as of November 25, 2002 (as same may hereafter be amended, modified or supplemented, the "SECURITY INSTRUMENT") executed by the Borrower named therein, as grantor, in favor and for the benefit of Lender, as beneficiary, as security for the Original Loan; WHEREAS the Original Loan is evidenced by that certain promissory note in the original principal sum of $224,036,325 from the Borrowers to Lender dated as of November 25, 2002 (the "ORIGINAL NOTE"); WHEREAS the current outstanding principal balance due under the Original Loan is $223,666,275; WHEREAS the Borrowers and Lender have severed the Original Note pursuant to the terms of that certain note severance agreement between the Borrowers and Lender dated as of the date hereof (the "SEVERANCE AGREEMENT") into two (2) separate and distinct obligations in substitution for the Original Note, represented by this Note in the amount of $5,539,275 and that certain Amended and Restated Promissory Note A in the amount of $218,127,000; and WHEREAS the Borrowers and Lender intend these Recitals to be a material part of this Note. NOW THEREFORE, FOR VALUE RECEIVED, the undersigned, each having an address c/o Lodgian, Inc., 3445 Peachtree Road, NE, Suite 700, Atlanta, Georgia 30326 (each, a "BORROWER", and collectively, "BORROWERS"), jointly and severally, hereby promise to pay to MERRILL LYNCH MORTGAGE LENDING, INC. ("LENDER"), at its principal place of business at 4 World Financial Center, New York, New York 10080, or at such other place as the holder of this Note may from time to time designate in writing, the principal sum of FIVE MILLION FIVE HUNDRED THIRTY-NINE THOUSAND TWO HUNDRED SEVENTY-FIVE AND 00/100 DOLLARS ($5,539,275.00), in lawful money of the United States of America and in immediately available funds, on demand, and to pay interest on the unpaid principal amount of this Note, at such office, in like money and funds, for the period commencing on the date of this Note until this Note shall be paid in full, at the rates per annum and on the dates provided in that certain Loan and Security Agreement, dated as of November 25, 2002 among Borrowers and Lender (the "LOAN AGREEMENT"). This Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Borrowers or Lender, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought. Whenever used, the singular number shall include the plural, the plural the singular, and the words "LENDER" and "BORROWERS" shall include their respective successors, assigns, heirs, executors and administrators. Borrowers and all others who may become liable for the payment of all or any part of the debt evidenced hereby (the "DEBT") do hereby severally waive presentment and demand for payment, notice of dishonor, protest, notice of protest, notice of nonpayment, notice of intent to accelerate the maturity hereof and of acceleration. No release of any security for the Debt or any person liable for payment of the Debt, no extension of time for payment of this Note or any installment hereof, and no alteration, amendment or waiver of any provision of this Note or the Mortgage (hereinafter defined) made by agreement between Lender and any other person or party shall release, modify, amend, waive, extend, change, discharge, terminate or affect the liability of Borrowers, and any other person or party who may become liable hereunder or under the Mortgage, for the payment of all or any part of the Debt. This Note shall be governed and construed in accordance with the laws of the State of New York applicable to agreements executed and to be performed in New York. This Note is "Promissory Note B" executed and delivered pursuant to the Severance Agreement. The principal indebtedness evidenced hereby is a portion of the principal indebtedness evidenced by the Original Note in the original principal sum of $224,036,325 made by the Borrowers to Lender. The liability of the Borrowers under this Note shall be limited as set forth in Article XII of the Loan Agreement. [NO ADDITIONAL TEXT ON THIS PAGE] IN WITNESS WHEREOF, the undersigned Borrowers have executed this Note as of the date first written above. BORROWERS ALBANY HOTEL, INC., a Florida corporation, APICO HILLS, INC., a Pennsylvania corporation, APICO INNS OF GREEN TREE, INC., a Pennsylvania corporation, BRUNSWICK MOTEL ENTERPRISES, INC., a Georgia corporation, DOTHAN HOSPITALITY 3053, INC., an Alabama corporation, DOTHAN HOSPITALITY 3071, INC., an Alabama corporation, GADSDEN HOSPITALITY, INC., an Alabama corporation, LODGIAN AMI, INC., a Maryland corporation, MINNEAPOLIS MOTEL ENTERPRISES, INC., a Minnesota corporation, NH MOTEL ENTERPRISES, INC., a Michigan corporation, SERVICO AUSTIN, INC., a Texas corporation, SERVICO CEDAR RAPIDS, INC., an Iowa corporation, SERVICO COLUMBIA, INC., a Maryland corporation, SERVICO GRAND ISLAND, INC., a New York corporation, SERVICO HOUSTON, INC., a Texas corporation, SERVICO JAMESTOWN, INC., a New York corporation, SERVICO LANSING, INC., a Michigan corporation, SERVICO MARKET CENTER, INC., a Texas corporation, SERVICO MARYLAND, INC., a Maryland corporation, SERVICO METAIRIE, INC., a Louisiana corporation, SERVICO NEW YORK, INC., a New York corporation, SERVICO NIAGARA FALLS, INC., a New York corporation, SERVICO NORTHWOODS, INC., a Florida corporation, SERVICO PENSACOLA 7200, INC., a Delaware corporation, SERVICO PENSACOLA 7330, INC., a Delaware corporation, SERVICO PENSACOLA, INC., a Delaware corporation, SERVICO ROLLING MEADOWS, INC., an Illinois corporation, SERVICO WINTER HAVEN, INC., a Florida corporation, SHEFFIELD MOTEL ENTERPRISES, INC., an Alabama corporation, IMPAC HOTELS I, L.L.C., a Georgia limited liability company, and LODGIAN MEMPHIS PROPERTY OWNER, LLC, a Delaware limited liability company By: /s/ Daniel E. Ellis ---------------------------------------- Name: Daniel E. Ellis Title: Vice President and Secretary or authorized signatory of the above entities AMI OPERATING PARTNERS, L.P., a Delaware limited partnership By: AMIOP ACQUISITION GENERAL PARTNER SPE CORP., a Delaware corporation, its General Partner By: /s/ Daniel E. Ellis ------------------------------------ Name: Daniel E. Ellis Title: Vice President and Secretary DEDHAM LODGING ASSOCIATES I, LIMITED PARTNERSHIP, a Georgia limited partnership By: DEDHAM LODGING SPE, INC., a Delaware corporation, its General Partner By: /s/ Daniel E. Ellis ------------------------------------ Name: Daniel E. Ellis Title: Vice President and Secretary LITTLE ROCK LODGING ASSOCIATES I, LIMITED PARTNERSHIP, a Georgia limited partnership By: LODGIAN LITTLE ROCK SPE, INC., a Delaware corporation, its General Partner By: /s/ Daniel E. Ellis ------------------------------------ Name: Daniel E. Ellis Title: Vice President and Secretary SERVICO CENTRE ASSOCIATES, LTD., a Florida limited partnership By: SERVICO PALM BEACH GENERAL PARTNER SPE, INC., a Delaware corporation, its General Partner By: /s/ Daniel E. Ellis ------------------------------------ Name: Daniel E. Ellis Title: Vice President and Secretary