SECOND AMENDMENT TO MEZZANINE NOTE (INTERMEDIATE MEZZANINE)
Exhibit
10.107
SECOND
AMENDMENT TO MEZZANINE
NOTE
(INTERMEDIATE
MEZZANINE)
THIS
SECOND AMENDMENT TO MEZZANINE NOTE (INTERMEDIATE MEZZANINE), dated as of April
7, 2005 (this Amendment), is
made by and between CNL HOTEL
DEL INTERMEDIATE MEZZ PARTNERS, LP, a Delaware limited partnership (Mezzanine
Borrower) having
an office c/o CNL Hotels & Resorts, Inc., Center at City Commons, 000 Xxxxx
Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000, and GERMAN AMERICAN CAPITAL CORPORATION,
a Maryland corporation, having an office at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000 (together with its successors and assigns, Mezzanine
Lender).
WHEREAS,
Mezzanine Borrower delivered to Mezzanine Lender that certain Mezzanine Note
(Intermediate Mezzanine) in favor of Mezzanine Lender in the original principal
amount of Twenty Million Dollars ($20,000,000), dated February 9, 2005, as
amended pursuant to that certain Amendment to Mezzanine Note (Intermediate
Mezzanine), dated as of March 29, 2005 (as amended, the Mezzanine
Note), which
Mezzanine Note is secured by, among other things, (i) that
certain Mezzanine Loan and Security Agreement (Intermediate Mezzanine), dated as
of February 9, 2005, by and between Mezzanine Borrower and Mezzanine Lender, and
(ii) that certain Pledge and Security Agreement (Intermediate Mezzanine), dated
as of February 9, 2005, by and between Mezzanine Borrower and Mezzanine Lender,
as each are amended pursuant to that certain Omnibus Amendment to Mezzanine Loan
Documents (Intermediate Mezzanine), dated as of March 29, 2005; and
WHEREAS,
Mezzanine Borrower and Mezzanine Lender desire to increase the principal amount
of the Mezzanine Note and otherwise amend the terms of the Mezzanine Note as
provided in this Amendment.
NOW
THEREFORE, in consideration of Ten Dollars ($10.00) paid in hand, the foregoing
premises and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Mezzanine Borrower and Mezzanine Lender agree
to amend the Mezzanine Note as follows:
|
1. |
Capitalized
terms used in this Amendment and not defined herein shall have the
respective meanings provided in the Mezzanine
Note. |
|
2. |
Section
1(b) of the Mezzanine Note is hereby amended as
follows: | |||
|
(a):
|
The
definition of LIBOR
Margin is
deleted in its entirety and replaced with the following
| |||
|
"LIBOR
Margin
shall mean 425 basis points (4.25%) per annum."
| ||||
|
(b)
|
The
definition of Principal
Amount is
deleted in its entirety and replaced with the following:
| |||
|
“Principal
Amount
shall mean FORTY MILLION DOLLARS ($40,000,000) or so much as may be
outstanding under this Mezzanine Note from time to time."
| ||||
|
3. |
Except
as amended by this Amendment, the Mezzanine Note shall continue to remain
in full force and effect. | |||
|
4. |
This
Amendment shall be governed by the laws of the State of New York, without
regard to choice of law rules. | |||
|
5. |
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. | |||
|
6. |
The
provisions of this Amendment are severable, and if any one clause or
provision hereof shall be held invalid or unenforceable in whole or in
part, then such invalidity or unenforceability shall affect only such
clause or provision, or part thereof, and not any other clause or
provision of this Amendment. | |||
[REMAINDER
OF PAGE INTENTIONALLY BLANK]
2
IN
WITNESS WHEREOF, the parties hereto have entered into this Amendment on the date
first written above.
-
MEZZANINE
BORROWER:
CNL HOTEL
DEL INTERMEDIATE MEZZ
PARTNERS,
LP, a Delaware limited partnership
By: CNL Hotel
Del Intermediate Mezz Partners
GP, LLC,
a Delaware limited liability company,
its
General Partner
By:
/s/
Xxxx X. Xxxxx
Name: Xxxx X.
Xxxxx
Title: Vice
President
[Mezzanine
Lender signature on following page]
MEZZANINE
LENDER:
GERMAN
AMERICAN CAPITAL CORPORATION, a Maryland corporation
By:
/s/
Xxxx X. Xxxxxxx
Name: Xxxx X.
Xxxxxxx
Title: Vice
President
By:
/s/
Xxxxx Xxxx
Name: Xxxxx
Xxxx
Title: Vice
President
