Exhibit 10.3
AMENDMENT TO
SECOND MEZZANINE LOAN AGREEMENT
Dated as of August 31, 2005
Between
SHC MICHIGAN AVENUE MEZZANINE II, LLC and
SHC CHOPIN PLAZA MEZZANINE II, LLC
collectively, as Mezzanine Borrower
and
GERMAN AMERICAN CAPITAL CORPORATION,
as Mezzanine Lender
AMENDMENT TO SECOND MEZZANINE LOAN AGREEMENT
THIS AMENDMENT TO SECOND MEZZANINE LOAN AGREEMENT (this
Amendment) is dated and effective as of August 31, 2005 between SHC MICHIGAN
AVENUE MEZZANINE II, LLC and SHC CHOPIN PLAZA MEZZANINE II, LLC, each a Delaware
limited liability company (collectively, Mezzanine Borrower) and GERMAN AMERICAN
CAPITAL CORPORATION, a Maryland corporation (together with its successors and
assigns, Mezzanine Lender).
W I T N E S S E T H:
--------------------
WHEREAS, pursuant to that certain Second Mezzanine Loan
Agreement, dated as of April 1, 2005, by and between Mezzanine Borrower and
Mezzanine Lender (as amended, restated, replaced, supplemented or otherwise
modified from time to time, the Mezzanine Loan Agreement), Mezzanine Borrower
obtained a loan from Mezzanine Lender; and
WHEREAS, In accordance with Section 2.1.3(d) of the Mezzanine
Loan Agreement, Mezzanine Lender has requested that Mezzanine Borrower amend the
Mezzanine Loan Agreement in accordance with the terms herein. All capitalized
terms not defined herein shall have the meaning ascribed thereto in the
Mezzanine Loan Agreement. Unless otherwise specified herein, all Section
references are references to Sections in the Mezzanine 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 "Mezzanine Loan Directed
Paydown Prepayment Fee" and "Spread" are deleted in their entirety and replaced
with the definitions of "Mezzanine Loan Directed Paydown Prepayment Fee" and
"Spread" set forth below in this Section 1:
"Mezzanine Loan 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.
"Spread" shall mean 3.0000%.
2. Replacement of Schedule J. Schedule J is deleted and
replaced with Schedule J hereto.
3. Full Force and Effect. Except as amended by this Amendment,
the Loan Agreement shall continue to remain in full force and effect.
4. 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.
5. Governing Law. This Amendment shall be governed by the laws
of the State of New York, without regard to choice of law rules.
6. 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.
7. 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.
MEZZANINE BORROWERS:
SHC MICHIGAN AVENUE MEZZANINE
II, LLC, a Delaware limited liability
company
By: /s/ Xxxxx Xxxx
-----------------
Name: Xxxxx Xxxx
Title: Executive Vice President,
Chief Financial Officer
SHC CHOPIN PLAZA MEZZANINE II,
LLC, a Delaware limited liability company
By: /s/ Xxxxx Xxxx
-----------------
Name: Xxxxx Xxxx
Title: Executive Vice President,
Chief Financial Officer
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The undersigned Sponsors each hereby reaffirms each of its obligations under
that certain Sponsor Indemnity Agreement (Second Mezzanine Loan) 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 Xxxx
-----------------
Name: Xxxxx Xxxx
Title: Executive Vice President, Chief Financial Officer
INTERCONTINENTAL FLORIDA LIMITED PARTNERSHIP,
a Delaware limited partnership
By: /s/ Xxxxx Xxxx
-----------------
Name: Xxxxx Xxxx
Title: Executive Vice President, Chief Financial Officer
CIMS LIMITED PARTNERSHIP,
an Illinois limited partnership
By: /s/ Xxxxx Xxxx
-----------------
Name: Xxxxx Xxxx
Title: Executive Vice President, Chief Financial Officer
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MEZZANINE LENDER:
GERMAN AMERICAN CAPITAL
CORPORATION, a Maryland corporation
By: /s/ Xxxxx X. Xxxxxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Vice President
By: /s/ Xxxx X. Xxxxxxx
---------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
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SCHEDULE J
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PREPAYMENT FEES
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Period Prepayment Fee
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Prior to the Payment Date in Locked Out
November 2005
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on or after the Payment Date in 0.2741% of the Principal Amount then
November 2005 being prepaid
and prior to the Payment Date in
December 2006
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on or after the Payment Date in 0.2554% of the Principal Amount then
December 2006 being prepaid
and prior to the Payment Date in
January 2006
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on or after the Payment Date in 0.2367% of the Principal Amount then
January 2006 being prepaid
and prior to the Payment Date in
February 2006
------------------------------------------------------- -----------------------------------------------------
on or after the Payment Date in 0.2180% of the Principal Amount then
February 2006 being prepaid
and prior to the Payment Date in
March 2006
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on or after the Payment Date in 0.1993% of the Principal Amount then
March 2006 being prepaid
and prior to the Payment Date in
April 2006
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on or after the Payment Date in 0.1806% of the Principal Amount then
April 2006 and being prepaid
prior to the Payment Date in
May 2006
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on or after the Payment Date in 0.1619% of the Principal Amount then
May 2006 being prepaid
and prior to the Payment Date in
June 2006
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on or after the Payment Date in 0.1432% of the Principal Amount then
June 2006 being prepaid
and prior to the Payment Date in
July 2006
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on or after the Payment Date in 0.1245% of the Principal Amount then
July 2006 being prepaid
and prior to the Payment Date in
August 2006
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on or after the Payment Date in 0.1058% of the Principal Amount then
August 2006 being prepaid
and prior to the Payment Date in
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September 2006
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on or after the Payment Date in 0.0871% of the Principal Amount then
September 2006 being prepaid
and prior to the Payment Date in
October 2006
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on or after the Payment Date in 0.0683% of the Principal Amount then
October 2006 being prepaid
and prior to the Payment Date in
November 2006
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