EXHIBIT 99.02
FIRST AMENDMENT TO LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT, dated as of October 30, 2000 (this
"FIRST AMENDMENT"), between PHOENIX XX XXXXXX LLC, a Delaware limited liability
company, X.X. XXXXXX, INC., a Delaware corporation, CHIGAGO HILTON LLC, a
Delaware limited liability company, SHORT HILLS HILTON LLC, a Delaware limited
liability company, and XXXXXX HILTON LLC, a Delaware limited liability company,
each having an address at c/o Hilton Hotels Corporation, 0000 Xxxxx Xxxxxx
Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 (collectively, "BORROWER") and XXXXXX
XXXXXXX XXXX XXXXXX MORTGAGE CAPITAL INC., a New York corporation, having an
address at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("LENDER").
W I T N E S S E T H:
WHEREAS, Borrower and Xxxxxx Financial Corporation ("XXXXXX") are parties
to that certain Loan Agreement dated as of September 27, 2000 (the "LOAN
AGREEMENT"), pursuant to which Xxxxxx made a loan to Borrower (the "LOAN") in
the original principal amount of $500,000,000;
WHEREAS, Xxxxxx has assigned to Lender all of its right, title and interest
in and to the Loan; and
WHEREAS, Lender and Borrower have agreed in the manner hereinafter set
forth to modify the terms of the Loan Agreement.
NOW, THEREFORE, in pursuance of such agreement and for good and valuable
consideration, Borrower and Lender hereby agree as follows:
1. Borrower acknowledges that Lender has elected pursuant to Section
2.3.3 of the Loan Agreement to change the Maturity Date from the Maturity Date
stated in the Loan Agreement to the Effective Maturity Date stated in the Loan
Agreement. Accordingly, all references to the Maturity Date in the Loan
Agreement shall hereafter mean October 1, 2010, and all provisions of Loan
Documents with respect to periods after the Effective Maturity Date shall no
longer apply.
2. The first sentence of Section 6.1.1 of the Loan Agreement is amended
to add the words "except that the the installation of custom ceramic roll-in
showers at the Chicago Hilton shall be performed within three (3) years of the
Closing Date" to the end of said sentence.
3. Section 4.1.6(c)(i) is deleted in its entirety and the following
substituted therefor:
(i) quarterly and year-to-date unaudited statement of income and expense
and year-to-date unaudited statement of cash flow on a combined basis for
Borrower with a balance sheet for such quarter for Borrower. Such financial
statements shall be accompanied by an unaudited combining balance sheet and
income statement of Borrower with detail for each individual property.
4. As amended by this First Amendment, all terms, covenants and
provisions of the Loan Agreement and the other Loan Documents shall remain in
full force and effect as first written.
5. Unless otherwise defined in this First Amendment, terms defined in the
Loan Agreement shall have their defined meanings when used herein.
6. This First Amendment may be executed by one or more of the parties
hereto on any number of separate counterparts, each of which shall be an
original and all of which taken together shall constitute one and the same
instrument.
7. This First Amendment shall inure to the benefit of and be binding upon
Borrower and Lender, and their respective successors and assigns.
8. This First Amendment shall be governed by, and construed in accordance
with, the law of the State of New York.
[NO FURTHER TEXT ON THIS PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
Loan Agreement to be duly executed by their duly authorized representatives, all
as of the day and year first above written.
BORROWER:
PHOENIX XX XXXXXX LLC,
a Delaware limited liability company
By: Hilton Spring Corporation,
a Delaware corporation,
its Manager
By:
-------------------------------
Name: Xxxxxxxx X. Xxxxxxxx
Title: Vice President
X.X. XXXXXX, INC.,
a Delaware corporation
By:
---------------------------------
Name: Xxxxxxxx X. Xxxxxxxx
Title: Vice President
CHICAGO HILTON LLC,
a Delaware limited liability company
By: Hilton Spring Corporation,
a Delaware corporation,
its Manager
By:
-------------------------------
Name: Xxxxxxxx X. Xxxxxxxx
Title: Vice President
[Signatures continue on the following page]
SHORT HILLS HILTON LLC,
a Delaware limited liability company
By: Hilton Spring Corporation,
a Delaware corporation,
its Manager
By:
-------------------------------
Name: Xxxxxxxx X. Xxxxxxxx
Title: Vice President
XXXXXX HILTON LLC,
a Delaware limited liability company
By: Hilton Spring Corporation,
a Delaware corporation,
its Manager
By:
-------------------------------
Name: Xxxxxxxx X. Xxxxxxxx
Title: Vice President
LENDER:
XXXXXX XXXXXXX XXXX XXXXXX
MORTGAGE CAPITAL INC., a New York
corporation
By:
-----------------------------------
Name:
Title: