-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Uq8FLqtx1hBuOrLpQ3PKMcPzdxxF0wCkApvrtNE/zspTtKXrgeQMjd3CYVKD35w6 mCDbeZ9TuvMpb2bPSima6Q== 0000950144-05-010579.txt : 20051021 0000950144-05-010579.hdr.sgml : 20051021 20051021170154 ACCESSION NUMBER: 0000950144-05-010579 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051017 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051021 DATE AS OF CHANGE: 20051021 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LODGIAN INC CENTRAL INDEX KEY: 0001066138 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 522093696 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14537 FILM NUMBER: 051150266 BUSINESS ADDRESS: STREET 1: 3445 PEACHTREE ROAD N E SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4043649400 MAIL ADDRESS: STREET 1: 3445 PEACHTREE ROAD N E SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30326 8-K 1 g97812e8vk.htm LODGIAN, INC. LODGIAN, INC.
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
     
Date of Report (Date of earliest event reported)
  October 17, 2005
 
 

Lodgian, Inc.

(Exact name of registrant as specified in its charter)
         
Delaware   001-14537   52-2093696
 
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)
     
3445 Peachtree Road, NE, Suite 700, Atlanta, Georgia   30326
   
(Address of principal executive offices)   (Zip Code)
     
Registrant’s telephone number, including area code
  404-364-9400
 
 
     
Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     
o
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
    
o
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
    
o
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
    
o
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 1.01 Entry into a Material Definitive Agreement.

On October 17, 2005, certain subsidiaries of Lodgian, Inc. and Merrill Lynch Mortgage Lending, Inc. (“Merrill Lynch”) entered into a loan modification agreement (the “Agreement”) related to one of the fixed rate loans (“Fixed Rate #4 Loan”) originally provided by Merrill Lynch on June 25, 2004. Under the terms of the Agreement, one of the assets in the collateral pool securing the loan, the Holiday Inn located in St. Paul, Minnesota, was released from the loan in exchange for a payment of $2,081,047 (the “Release Payment”). The source of the Release Payment came from funds previously held by Merrill Lynch in an escrow account established at the inception of the loan.

Of the Release Payment, $2,000,000 went to pay down the principal balance of the note and the balance of the Release Payment was classified as a prepayment penalty. After the November 1, 2005 payment, the balance of the Fixed Rate #4 Loan will be $53,733,309.79.

Contemporaneously with the execution of this Agreement, the parties agreed to correct an error in the documentation of the loan modification agreement regarding the floating rate loan (“Floating Rate Loan Modification Agreement”) originally entered into between Merrill Lynch and certain of the company’s subsidiaries on April 29, 2005, and as reported by the company on Form 8-K on May 5, 2005. Among other things, the Floating Rate Loan Modification Agreement extended the original maturity date of the floating rate loan from June 30, 2006 to January 11, 2007. The intention of the parties was that the prepayment penalty of 1% payable in the event the loan (or a portion thereof) was paid off prior to June 30, 2006 would also be payable through the extended initial maturity date of January 11, 2007. The parties agreed to add a provision in the Floating Rate Loan Modification Agreement to reflect this understanding.

 

 

Item 9.01 Financial Statements and Exhibits.

Exhibit Index
     
Exhibit No.   Description
99.1
  Fixed Rate Loan Modification Agreement dated October 17, 2005

 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  Lodigan, Inc.
 		  
  By:   Daniel E. Ellis    
    Name:   Daniel E. Ellis  
October 21, 2005   Title:   Senior Vice President, General Counsel & Secretary   
 
EX-99.1 2 g97812exv99w1.txt EX-99.1 FIXED RATE LOAN MODIFICATION AGREEMENT EXHIBIT 99.1 October 17, 2005 Merrill Lynch Mortgage Lending, Inc. 4 World Financial Center, 16th Floor New York, NY 10080 RE: Loan and Security Agreement (Fixed Rate #4), dated as of June 25, 2004 (as amended or modified, "Loan Agreement"), between the Borrowers listed on the signature pages below ("Borrowers") and Merrill Lynch Mortgage Lending, Inc. ("Lender") ----------------------------------------------------------------- Ladies and Gentlemen: Reference is made to the above Loan Agreement Capitalized terms used but not otherwise defined herein shall have the respective meanings given thereto in the Loan Agreement The parties acknowledge that, on the date hereof, the Property located in St. Paul, Minnesota (the "St. Paul Property") is being released from the lien of the applicable Mortgage and in connection therewith Borrowers are making a prepayment of the Loan in the amount of $2,000,000. Borrowers and Lender hereby acknowledge and agree that, after giving effect to the release of the St. Paul Property and the payment of the release price therefor: (a) after receipt of the Scheduled Mortgage Principal Payment due on November 1, 2005, the outstanding principal balance of the Loan will be $53,733,309.79, (b) the adjusted Allocated Loan Amounts with respect to each of the Properties remaining as Collateral for the Loan will be the amounts set forth on Schedule A attached hereto and said Schedule A shall supersede Exhibit D to the Loan Agreement (which Exhibit D was amended and restated by the Second Loan Modification Agreement, dated as of March 1, 2005 (the "2nd LMA")) and (c) from and after the Payment Date on December 1, 2005, the monthly Scheduled Mortgage Principal Payment amount for the Loan will be $374,727.42, the Scheduled Mortgage Principal Payments for each Payment Date during the term of the Loan shall be as set forth on Schedule B attached hereto, and said Schedule B shall supersede Schedule 2.4 to the Loan Agreement (which Schedule 2.4 was amended and restated by the 2nd LMA). Except as expressly amended hereby, all of the terms, covenants and conditions of the Loan Agreement, the Note and the other Loan Documents are hereby ratified and confirmed by Borrowers and remain unmodified and in full force and effect. This letter agreement may be executed in two (2) or more counterparts, each of which shall be an original but all of which shall together constitute one and the same agreement. Please indicate your acknowledgment and agreement with the foregoing, by countersigning this letter agreement where indicated below. Very truly yours, BORROWERS: NH MOTEL ENTERPRISES, INC. SERVICO COLUMBIA, INC. MINNEAPOLIS MOTEL ENTERPRISES, INC. By: s/ Daniel E. Ellis --------------------------------------- Name: Daniel E. Ellis Title: Vice President and Secretary, or Authorized Signatory for each of the entities listed above LITTLE ROCK LODGING ASSOCIATES I, 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, or Authorized Signatory LODGIAN HOTELS FIXED IV, L.P. By: LODGIAN HOTELS FIXED IV GP, INC., a Delaware corporation, its general partner By: s/ Daniel E. Ellis --------------------------------------- Name: Daniel E. Ellis Title: Vice President and Secretary, or Authorized Signatory SERVICO CENTRE ASSOCIATES, LTD. 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, or Authorized Signatory ACKNOWLEDGED AND AGREED as of October 17, 2005: MERRILL LYNCH MORTGAGE LENDING, INC. By: s/ Robert J. Spinna, Jr. ----------------------------------- Name: Robert J. Spinna, Jr. ---------------------------------------- Title: Vice President ----------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----