AMENDMENT TO LOAN AGREEMENT Dated as of October 28, 2005 Between SHC MICHIGAN AVENUE, LLC, and SHC CHOPIN PLAZA, LLC collectively, as Borrower and GERMAN AMERICAN CAPITAL CORPORATION, as Lender

Exhibit 10.9

AMENDMENT TO

LOAN AGREEMENT

Dated as of October 28, 0000

Xxxxxxx

XXX XXXXXXXX AVENUE, LLC, and

SHC CHOPIN PLAZA, LLC

collectively, as Borrower

and

GERMAN AMERICAN CAPITAL CORPORATION,

as Lender

AMENDMENT TO LOAN AGREEMENT

THIS AMENDMENT TO LOAN AGREEMENT (this Amendment) is dated and effective as of October 28, 2005 between SHC MICHIGAN AVENUE, LLC and SHC CHOPIN PLAZA, LLC, each a Delaware limited liability company (collectively, Borrower) and GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation (together with its successors and assigns, Lender).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Loan Agreement, dated as of April 1, 2005, by and between Borrower and Lender (the Loan Agreement), Borrower obtained a loan from Lender; and

WHEREAS, in accordance with Section 2.1.3(d) of the Loan Agreement, Lender has requested that Borrower amend the Loan Agreement in accordance with the terms herein. All capitalized terms not defined herein shall have the meaning ascribed thereto in the Loan Agreement. Unless otherwise specified herein, all Section references are references to Sections in the Loan Agreement, as amended hereby.

NOW, THEREFORE, in consideration of $10.00 paid in hand by Lender to Borrower, the parties hereto hereby agree to amend the terms of the Loan Agreement as follows:

1. Section 1.1: The definitions of “Directed Paydown Prepayment Fee”, “Loan Amount” and “Spread” in the Loan Agreement are deleted in their entirety and replaced with the definitions of “Directed Paydown Prepayment Fee”, “Loan Amount” and “Spread” set forth below in this Section 1:

“Directed Paydown Prepayment Fee” shall mean, with respect to a Directed Paydown, an amount equal to (i) 3% of the Loan Amount prepaid if such Directed Paydown occurs on or after the Permitted Prepayment Date and prior to the Payment Date in May 2006, (ii) 2% of the Loan Amount prepaid if such Directed Paydown occurs on or after the Payment Date in May 2006 but prior to the Payment Date in May 2007, (iii) 1% of the Loan Amount prepaid if such Directed Paydown occurs on or after the Payment Date in May 2007 but prior to the Payment Date in May 2008 and (iv) 0.5% of the Loan Amount prepaid if such Directed Paydown occurs on or after the Payment Date in May 2008 but prior to the Payment Date in October 2009..

“Loan Amount” shall mean $149,000,000.

“Spread” shall mean 1.45637584%.

2. Allocated Loan Amounts. Schedule C attached to the Loan Agreement is deleted and replaced with Schedule C hereto.

3. Prepayment Fees. Schedule J attached to the Loan Agreement is deleted and replaced with Schedule J hereto.

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4. Full Force and Effect. Except as amended by this Amendment, the Loan Agreement shall continue to remain in full force and effect.

5. Headings. Each of the captions contained in this Amendment are for the convenience of reference only and shall not define or limit the provisions hereof.

6. Governing Law. This Amendment shall be governed by the laws of the State of New York, without regard to choice of law rules.

7. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall constitute an original and all of which when taken together shall constitute one binding agreement.

8. Severability. The provisions of this Amendment are severable, and if any one clause or provision hereof shall be held invalid or unenforeceable in whole or in part, then such invalidity or unenforceablity shall affect only such clause or provision, or part thereof, and not any other clause or provision of this Amendment.

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

BORROWERS:
SHC MICHIGAN AVENUE, LLC, a Delaware limited liability company
By:		/s/ Xxxxx Xxxxx
Name:		Xxxxx Xxxxx
Title:		Vice President
SHC CHOPIN PLAZA, LLC, a Delaware limited liability company
By:		/s/ Xxxxx Xxxxx
Name:		Xxxxx Xxxxx
Title:		Vice President

The undersigned Sponsors each hereby reaffirms each of its obligations under that certain Sponsor Indemnity Agreement dated as of April 1, 2005, and the same confirm that such obligations shall apply and relate in all respects to the Loan and the Loan Documents (as defined in the Loan Agreement) as amended by this Agreement.

SPONSORS:

DTRS MICHIGAN AVENUE/CHOPIN PLAZA, LP, a Delaware limited partnership
By:		/s/ Xxxxx Xxxxx
Name:		Xxxxx Xxxxx
Title:		Vice President
INTERCONTINENTAL FLORIDA LIMITED PARTNERSHIP, a Delaware limited partnership
By:		/s/ Xxxxx Xxxxx
Name:		Xxxxx Xxxxx
Title:		Vice President
CIMS LIMITED PARTNERSHIP, an Illinois limited partnership
By:		/s/ Xxxxx Xxxxx
Name:		Xxxxx Xxxxx
Title:		Vice President

LENDER:
GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation
By:		/s/ Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		Vice President
By:		/s/ Xxxxxx X. Xxxxxxx
Name:		Xxxxxx X. Xxxxxxx
Title:		Authorized Signatory

SCHEDULE C

ALLOCATED LOAN AMOUNTS

Property		Total
InterContinental Chicago		$	89,252,475
InterContinental Miami			59,747,525
Total Portfolio		$	149,000,000

SCHEDULE J

PREPAYMENT FEES

Period		Prepayment Fee
Prior to the Payment Date in November 2005		Locked Out
on or after the Payment Date in November 2005 and prior to the Payment Date in December 2006		1.2582% of the Principal Amount then being prepaid
on or after the Payment Date in December 2006 and prior to the Payment Date in January 2006		1.1539% of the Principal Amount then being prepaid
on or after the Payment Date in January 2006 and prior to the Payment Date in February 2006		1.0497% of the Principal Amount then being prepaid
on or after the Payment Date in February 2006 and prior to the Payment Date in March 2006		0.9454% of the Principal Amount then being prepaid
on or after the Payment Date in March 2006 and prior to the Payment Date in April 2006		0.8411% of the Principal Amount then being prepaid
on or after the Payment Date in April 2006 and prior to the Payment Date in May 2006		0.7369% of the Principal Amount then being prepaid
on or after the Payment Date in May 2006 and prior to the Payment Date in June 2006		0.6326% of the Principal Amount then being prepaid
on or after the Payment Date in June 2006 and prior to the Payment Date in July 2006		0.5283% of the Principal Amount then being prepaid
on or after the Payment Date in July 2006 and prior to the Payment Date in August 2006		0.4241% of the Principal Amount then being prepaid
on or after the Payment Date in August 2006 and prior to the Payment Date in September 2006		0.3198% of the Principal Amount then being prepaid
on or after the Payment Date in September 2006 and prior to the Payment Date in October 2006		0.2155% of the Principal Amount then being prepaid
on or after the Payment Date in October 2006 and prior to the Payment Date in November 2006		0.1113% of the Principal Amount then being prepaid