AMENDMENT TO SECOND MEZZANINE LOAN AGREEMENT Dated as of October 28, 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
Exhibit 10.11
AMENDMENT TO
SECOND MEZZANINE LOAN AGREEMENT
Dated as of October 28, 0000
Xxxxxxx
XXX XXXXXXXX XXXXXX 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 October 28, 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”, “Loan Amount” and “Spread” in the Loan Agreement are deleted in their entirety and replaced with the definitions of “Mezzanine Loan Directed Paydown Prepayment Fee”, “Loan Amount” 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.
“Loan Amount” shall mean $25,000,000.
“Spread” shall mean 3.50000000%.
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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.
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.
| MEZZANINE BORROWERS: | ||
| SHC MICHIGAN AVENUE MEZZANINE II, LLC, a Delaware limited liability company | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Vice President | |
| SHC CHOPIN PLAZA MEZZANINE II, 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 (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 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 | |
| MEZZANINE 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 |
$ | 14,975,248 | |
| InterContinental Miami |
10,024,752 | ||
| Total Portfolio |
$ | 25,000,000 | |
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 |
0.2741% 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 |
0.2554% 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 |
0.2367% 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 |
0.2180% 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 |
0.1993% 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 |
0.1806% 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 |
0.1619% 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 |
0.1432% 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 |
0.1245% 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 |
0.1058% 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 |
0.0871% 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 |
0.0683% of the Principal Amount then being prepaid | |
