SECOND MODIFICATION OF PROMISSORY NOTE, MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING, ASSIGNMENT OF LEASES AND OTHER LOAN DOCUMENTS
Exhibit 99.2
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
WHEN RECORDED RETURN TO:
Xxxx X. Xxxxx, Esq.
Xxxxxxxx Xxxxxx LLP
Xxx Xxxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Xxxxxxxx Xxxxxx LLP
Xxx Xxxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
SECOND MODIFICATION OF PROMISSORY NOTE, MORTGAGE,
SECURITY AGREEMENT AND FIXTURE FILING, ASSIGNMENT OF LEASES AND
OTHER LOAN DOCUMENTS
SECURITY AGREEMENT AND FIXTURE FILING, ASSIGNMENT OF LEASES AND
OTHER LOAN DOCUMENTS
THIS SECOND MODIFICATION OF PROMISSORY NOTE, MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING,
ASSIGNMENT OF LEASES AND OTHER LOAN DOCUMENTS (this “Second Amendment”) is executed as of March
25, 2009 (the “Effective Date”), by SHC Columbus Drive, LLC, a Delaware limited liability company
(“Borrower”), DTRS Columbus Drive, LLC, a Delaware limited liability company (“Operating Lessee”)
and Metropolitan Life Insurance Company, a New York corporation ( “Lender”), with reference to the
following facts and circumstances:
A. Lender made a mortgage loan (the “Loan”) to Borrower, in the original principal amount of
One Hundred Twenty-Three Million Seven Hundred Fifty Thousand and no/100 Dollars ($123,750,000.00),
which loan was evidenced by a Promissory Note dated as of March 9, 2007, made by Borrower in favor
of Lender (as heretofore amended and modified, the “Note”).
B. The Note is secured by, among other documents, (i) a Mortgage, Security Agreement and
Fixture Filing dated as of March 9, 2007 (the “Original Mortgage”), executed by Borrower to Lender,
recorded March 13, 2007, as Document No. 0707260081 with the Xxxx County Recorder of Deeds,
Chicago, Illinois (“Official Records”) and (ii) an Assignment of Leases dated as of March 9, 2007
(the “Assignment of Leases”) executed by Borrower and Operating Lessee, as assignor, to Lender, as
assignee, recorded March 13, 2007, as Document No. 0707260082 in the Official Records.
C. The Original Mortgage as amended by a First Amendment to Mortgage, Security Agreement and
Fixture Filing dated as of January 21, 2009 and recorded January 22, 2009, as Document No.
0000000000 in the Official Records is hereinafter referred to as the “Mortgage”.
D. The Mortgage encumbers a fee estate in certain real property known as the Fairmont Hotel
located in Chicago, Illinois, as more particularly described on Exhibit A attached
hereto, together with certain other personal property and other property as set forth therein,
which is more particularly described in Exhibit A (collectively, the “Property”).
E. In connection with the Loan, (i) Borrower and Strategic Hotel Funding, L.L.C., a Delaware
limited liability company (“Liable Party”) executed an Unsecured Indemnity Agreement dated as of
March 9, 2007 in favor of Lender and a First Amendment to Unsecured Indemnity Agreement dated as of
January 21, 2009 (collectively, the “Indemnity Agreement”) and (ii) Liable Party executed a
Guaranty dated as of March 9, 2007 in favor of Lender and a First Amendment to Guaranty dated as of
January 21, 2009 (collectively, the “Guaranty”).
F. In connection with this Second Amendment, (i) Lender, Borrower and Liable Party have
executed a Second Amendment to Unsecured Indemnity Agreement dated as of the Effective Date and
(ii) Lender and Liable Party has executed a Second Amendment to Guaranty dated as of the Effective
Date.
G. The Note, the Mortgage, the Assignment of Leases, and the other Loan Documents (as such
term is defined in the Mortgage), as each of the same may be modified and amended hereby, are
referred to herein as the “Loan Documents.”
H. The Unsecured Indemnity Agreement, the First Amendment to Unsecured Indemnity Agreement
Amendment, the Second Amendment to Unsecured Indemnity Agreement, the Guaranty, the First Amendment
to Guaranty and the Second Amendment to Guaranty are not Loan Documents.
I. Borrower has requested that Lender consent to certain changes in the covenants and
obligations pertaining to Liable Party and the parties hereto now wish to amend and modify the Loan
Documents to reflect such changes.
NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Defined Terms. Capitalized terms used herein and not otherwise defined shall have
the meaning given in the Mortgage.
2. Modification of Mortgage.
(a) The term “Note” as used in the Mortgage is hereby amended to refer to the Note as modified
by the Second Amendment.
(b) The term “Mortgage” is hereby amended to refer to the Mortgage as modified by the Second
Amendment.
(c) The term “Loan Documents” as used in the Mortgage is hereby amended to refer to the Loan
Documents as modified by the Second Amendment.
2
(d) The term “Unsecured Indemnity Agreement” as used in the Mortgage is hereby amended to
refer to the Unsecured Indemnity Agreement as modified by the Second Amendment to Indemnity
Agreement.
(e) The term “Guaranty” as used in the Mortgage is hereby amended to refer to the Guaranty as
modified by the Second Amendment to Guaranty.
(f) Section 8.5(b) of the Mortgage is hereby deleted in its entirety and the following
substituted in its place and stead:
“Borrower covenants and agrees that at all times during the term of the Loan, (i) Strategic
Hotels & Resorts Inc. (“SHRI”) shall own at least fifty-one percent (51%) of the equity of Liable
Party and Control the Liable Party and (b) the Consolidated Group (as hereinafter defined) shall
maintain a Consolidated Tangible Net Worth (as hereinafter defined) of not less than
$600,000,000.00 plus seventy-five percent (75%) of the net proceeds to SHRI of any new issuances of
common Capital Stock (as hereinafter defined) but excluding therefrom (x) the proceeds of any
common Capital Stock of SHRI or Liable Party used in a transaction or a series of transactions to
redeem all or any portion of an outstanding issue of Capital Stock (including payment in connection
therewith of any accrued dividends) or (y) Capital Stock of SHRI or Liable Party issued to
discharge indebtedness (the “Required Minimum Net Worth”).
For the purpose of this Section, (w) “Consolidated Group” shall mean Liable Party, SHRI and
their Subsidiaries (for all purposes in connection herewith, a “Subsidiary” is for any entity, any
other entity in which such first entity or a subsidiary of such entity holds Capital Stock and
whose financial results would be consolidated under generally accepted accounting principles
(“GAAP”) with the financial results of such first entity on the consolidated financial statement of
such first entity), (x) “Consolidated Tangible Net Worth” shall mean, at any time, the tangible net
worth of the Consolidated Group determined in accordance with GAAP, calculated based on (a) the
shareholder book equity of SHRI’s common Capital Stock, plus (b) accumulated depreciation and
amortization of the Consolidated Group, plus (c) to the extent not included in clause (a), the
amount properly attributable to the minority interests, if any shown on SHRI’s balance sheet, in
each case determined without duplication and in accordance with GAAP, and (d) excluding any
goodwill and any currency translation adjustment and (y) “Capital Stock” means, with respect to any
entity, any and all shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of capital of such entity, including if such entity is a partnership
or a limited liability company, partnership interests (whether general or limited) or membership
interests, as applicable, and any other interest or participation that confers on an entity the
right to receive a share of the profits and losses of, or distributions of assets of, such
partnership or limited liability company, as applicable, whether now outstanding or issued after
March 9, 2007. For the avoidance of doubt, debt securities evidencing unsecured indebtedness
issued by SHRI, Liable Party or a Subsidiary that are not secured by a lien (or such obligations
are secured by a lien but the right of recovery of the obligee is not limited to the assets of a
special/single purpose entity) and that are convertible or exchangeable, under certain
circumstances, into cash and/or common stock of SHRI shall not be deemed Capital Stock of the
Liable Party or SHRI for purposes of this Mortgage or the other Loan Documents.
Borrower covenants and agrees to provide to Lender a compliance certificate (“Compliance
Certificate”), executed and certified by an authorized financial officer of SHRI, showing (in form,
scope and detail reasonably approved by Lender, including with respect to appropriate calculations
and computations) compliance with the financial covenants set forth in this Section 8.5(b)
(including reconciliation to GAAP, if applicable). The Compliance Certificate shall be provided to
Lender as soon as available and in any event (i) within sixty (60) days after the end of each of
the first three Fiscal Quarters of a Fiscal Year of the Consolidated Group (for all purposes in
connection herewith, a “Fiscal Year” shall be each period of twelve (12) consecutive calendar
months ending on December 31 and a “Fiscal Quarter” shall be any quarter of a Fiscal Year ending on
the last day of March, June, September or December ) and (ii) within one hundred (120) days after
the end of each Fiscal Year of the Consolidated Group.”
3
3. Modification of Note.
(a) The term “Note” as used in the Note is hereby amended to refer to the Note as modified by
the Second Amendment.
(b) The term “Mortgage” as used in the Note is hereby amended to refer to the Mortgage as
modified by the Second Amendment.
(c) The term “Loan Documents” as used in the Note is hereby amended to refer to the Loan
Documents as modified by the Second Amendment.
(d) The term “Unsecured Indemnity Agreement” as used in the Note is hereby amended to refer to
the Unsecured Indemnity Agreement as modified by the Second Amendment to Unsecured Indemnity
Agreement.
(e) The term “Guaranty” as used in the Note is hereby amended to collectively refer to the
Guaranty as modified by the Second Amendment to Guaranty.
4. Modification of Assignment of Leases.
(a) The term “Note” as used in the Assignment of Leases is hereby amended to refer to the Note
as modified by the Second Amendment.
(b) The term “Mortgage” as used in the Assignment of Leases is hereby amended to refer to the
Mortgage as modified by the Second Amendment.
(c) The term “Loan Documents” as used in the Assignment of Leases is hereby amended to refer
to the Loan Documents as modified by the Second Amendment.
5. Modification of Loan Documents.
(a) The term “Note” as used in any of the Loan Documents is hereby amended to refer to the
Note as modified by the Second Amendment.
(b) The term “Mortgage” as used in any of the Loan Documents is hereby amended to refer to the
Mortgage as modified by the Second Amendment.
(c) The term “Assignment of Leases” as used in any of the Loan Documents is hereby amended to
refer to the Assignment of Leases as modified by the Second Amendment.
4
6. Representations and Warranties.
A. Borrower represents and warrants that as of the Effective Date, it has no existing and
asserted (and, to its knowledge, no basis for any unasserted) claims, counterclaims, defenses or
rights of setoff whatsoever with respect to any payment obligations under the Mortgage, the Note or
any other obligations under any of the Loan Documents, and any such claims, counterclaims, defenses
and rights of setoff are hereby waived and relinquished.
B. Borrower represents and warrants that as of the Effective Date, there are no defaults, and
to its knowledge no events which with notice or the lapse of time, or both, would constitute a
default, under the Note, the Mortgage, or any of the other Loan Documents or under the Indemnity
Agreement or the Guaranty.
7. No Rights Conferred on Others. Nothing contained herein shall be construed as
giving any person, other than the parties hereto, any right, remedy or claim under or in respect of
the Loan Documents.
8. Non-Impairment. Borrower hereby confirms each of the covenants, agreements and
obligations of Borrower set forth in the Loan Documents, as modified and amended hereby. Except as
expressly provided herein, nothing contained in this Second Amendment shall (i) alter or affect any
provision, condition or covenant contained in the Note, the Mortgage, the Assignment
of Leases or the other Loan Documents or affect or impair any rights, powers or remedies
thereunder, it being the intent hereof that the provisions of the Note, the Mortgage, the
Assignment of Leases and the other Loan Documents shall each continue in full force and effect,
except as expressly modified hereby, or (ii) be deemed or construed to be an impairment of the lien
of the Mortgage which shall be and remain a first lien encumbering the property covered by the
Mortgage.
9. Counterparts. This Second Amendment may be executed in any number of counterparts,
each of which when executed and delivered to Lender will be deemed to be an original, and all of
which, taken together, will be deemed to be one and the same instrument.
5
10. Prior Agreements; Amendment.
A. The Loan Documents, including this Second Amendment (i) integrate all the terms and
conditions mentioned in or incidental to the Loan Documents, (ii) supersede all oral negotiations
and prior and other writings with respect to the subject matter thereof, and (iii) are intended by
the parties as the final expression of the agreement with respect to the terms and conditions set
forth in the Loan Documents and as the complete and exclusive statement of the terms agreed to by
the parties. If there is any conflict between the terms, conditions and
provisions of this Second Amendment and those of any of the original Loan Documents, the
terms, conditions and provisions of this Second Amendment shall prevail.
B. No change or modification of this Second Amendment shall be valid unless the same is in
writing signed by Borrower and Lender.
11. Legend. Lender may place an appropriate legend on the Note indicating the
existence of this Second Amendment.
12. Governing Law; Jurisdiction. This Second Amendment shall be governed by and
construed in accordance with the laws of the State of Illinois. On behalf of itself and all of its
constituents, each of the signatories hereby agrees and consents to the exclusive jurisdiction and
venue of the state courts of Illinois and the federal courts of the United States having
territorial jurisdiction where the Property is located.
13. Severability. If any court of competent jurisdiction determines any provision of
this Second Amendment or any of the Loan Documents to be invalid, illegal or unenforceable, that
portion shall be deemed severed from the rest, which shall remain in full force and effect as
though the invalid, illegal or unenforceable portion had never been a part hereof or of the Loan
Documents.
14. Notices. All notices pursuant to this Second Amendment shall be given in
accordance with the Notice provision of the Mortgage.
[SIGNATURES ON FOLLOWING PAGE]
6
IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the date first set
forth above.
BORROWER: SHC Columbus Drive, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxx Xxxxx | |||
| Name: | Xxxx Xxxxx | |||
| Its: | Vice President, Treasurer | |||
OPERATING LESSEE: DTRS Columbus Drive, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxx Xxxxx | |||
| Name: | Xxxx Xxxxx | |||
| Its: | Vice President, Treasurer | |||
LENDER: METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxx | |||
| Its: | Director | |||
S-1
EXHIBIT A
DESCRIPTION OF LAND
DESCRIPTION OF LAND
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN XXX XXXX XX XXXXXXX, XXXXXX XX XXXX, XXXXX OF
ILLINOIS AND IS DESCRIBED AS FOLLOWS:
PARCEL 1:
THAT PART OF THE LANDS LYING EAST OF AND ADJOINING FORT DEARBORN ADDITION TO CHICAGO, BEING
THE WHOLE OF THE SOUTHWEST FRACTIONAL 1/4 OF SECTION 10, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE
THIRD PRINCIPAL MERIDIAN, IN XXXX COUNTY, ILLINOIS, BOUNDED AND DESCRIBED AS FOLLOWS:
COMMENCING AT THE POINT OF INTERSECTION OF THE EAST LINE OF NORTH STETSON AVENUE, 74 FEET
WIDE, AS SAID NORTH STETSON AVENUE IS SHOWN AND DEFINED ON THE PLAT TITLED “PLAT OF MID-AMERICA, A
RESUBDIVISION OF THE PRUDENTIAL AND ILLINOIS CENTRAL SUBDIVISION,” AND RECORDED IN THE RECORDER’S
OFFICE OF SAID XXXX COUNTY, ILLINOIS ON NOVEMBER 20, 1957, AS DOCUMENT NO. 17069914, WITH THE NORTH
LINE OF EAST LAKE STREET, 74.00 FEET WIDE, AS SAID EAST LAKE STREET WAS DEDICATED TO THE CITY OF
CHICAGO BY INSTRUMENT RECORDED IN SAID RECORDER’S OFFICE ON THE 26TH DAY OF MARCH, 1984, AS
DOCUMENT NO. 27018354 (SAID POINT OF INTERSECTION BEING 460.193 FEET, MEASURED ALONG SAID XXXX XXXX
XX XXXXX XXXXXXX XXXXXX, XXXXX FROM THE POINT OF INTERSECTION OF SAID EAST LINE WITH THE NORTH LINE
OF EAST XXXXXXXX STREET, AS SAID EAST XXXXXXXX STREET WAS DEDICATED AND CONVEYED TO THE CITY OF
CHICAGO BY INSTRUMENT RECORDED IN SAID RECORDER’S OFFICE ON MARCH 14, 1979 AS DOCUMENT 24879731),
AND RUNNING THENCE EAST ALONG SAID NORTH LINE OF EAST LAKE STREET, SAID NORTH LINE BEING
PERPENDICULAR TO SAID EAST LINE OF NORTH STETSON AVENUE, A DISTANCE OF 352.541 FEET TO THE POINT OF
BEGINNING AT THE SOUTHEAST CORNER OF THE HEREINAFTER DESCRIBED PARCEL OF LAND, SAID POINT OF
BEGINNING BEING ALSO THE POINT OF INTERSECTION OF SAID XXXXX XXXX XX XXXX XXXX XXXXXX WITH THE WEST
LINE OF NORTH COLUMBUS DRIVE, AS SAID NORTH COLUMBUS DRIVE WAS DEDICATED AND CONVEYED TO THE CITY
OF CHICAGO BY INSTRUMENT RECORDED IN SAID RECORDER’S OFFICE ON THE 5TH DAY OF JUNE, 1972 AS
DOCUMENT NO. 21925615; THENCE NORTH ALONG SAID WEST LINE OF NORTH COLUMBUS DRIVE, SAID WEST LINE
BEING PERPENDICULAR TO SAID NORTH LINE OF EAST LAKE STREET, A DISTANCE OF 205.542 FEET; THENCE WEST
ALONG A LINE PERPENDICULAR TO SAID WEST LINE OF NORTH COLUMBUS DRIVE A DISTANCE OF 107.541 FEET;
THENCE SOUTH ALONG A LINE PARALLEL WITH SAID WEST LINE OF NORTH COLUMBUS DRIVE A DISTANCE OF 30.00
FEET; THENCE WEST ALONG A LINE PERPENDICULAR TO THE LAST DESCRIBED COURSE A DISTANCE OF 120.00
FEET; THENCE SOUTH ALONG A LINE PARALLEL WITH SAID WEST LINE OF NORTH COLUMBUS DRIVE A DISTANCE OF
175.542 FEET
TO AN INTERSECTION WITH SAID XXXXX XXXX XX XXXX XXXX XXXXXX; THENCE EAST ALONG SAID XXXXX XXXX
XX XXXX XXXX XXXXXX A DISTANCE OF 227.541 FEET TO THE POINT OF BEGINNING.
A-1
EXCEPTING FROM THE ABOVE DESCRIBED PARCEL THAT PART OF THE PROPERTY AND SPACE DEDICATED FOR
EAST LAKE STREET, WHICH PART IS BOUNDED AND DESCRIBED AS FOLLOWS:
COMMENCING AT THE POINT OF INTERSECTION OF THE EAST LINE OF NORTH STETSON AVENUE AS SHOWN AND
DEFINED ON THE “PLAT OF MID-AMERICA, A RESUBDIVISION OF THE PRUDENTIAL AND ILLINOIS CENTRAL
SUBDIVISION,” AND RECORDED IN THE OFFICE OF THE RECORDER OF XXXX COUNTY, ILLINOIS, ON NOVEMBER 20,
1957 AS DOCUMENT NO. 17069914, WITH THE NORTH LINE, EXTENDED EAST OF EAST XXXXXXXX STREET, AND
RUNNING THENCE NORTH ALONG SAID EAST LINE OF NORTH STETSON AVENUE (SAID EAST LINE BEING A LINE
WHICH IS 451.50 FEET, MEASURED PERPENDICULARLY, EAST FROM AND PARALLEL WITH THE EAST LINE OF NORTH
XXXXXXXX COURT), A DISTANCE OF 460.193 FEET; THENCE EAST ALONG A LINE WHICH IS PERPENDICULAR TO
SAID EAST LINE OF NORTH STETSON AVENUE, A DISTANCE OF 332.541 FEET TO THE POINT OF BEGINNING;
THENCE NORTHEASTWARDLY ALONG A STRAIGHT LINE A DISTANCE OF 28.284 FEET TO A POINT WHICH IS 352.541
FEET, MEASURED PERPENDICULARLY, EAST FROM SAID EAST LINE OF NORTH STETSON AVENUE AND 20.00 FEET,
MEASURED PERPENDICULARLY, NORTH FROM SAID LAST DESCRIBED COURSE EXTENDED EAST (SAID POINT BEING ON
THE XXXX XXXX XX XXXXX XXXXXXXX XXXXX AS SAID NORTH COLUMBUS DRIVE WAS DEDICATED AND CONVEYED TO
THE CITY OF CHICAGO BY INSTRUMENT RECORDED IN SAID RECORDER’S OFFICE ON THE 5TH DAY OF JUNE, 1972,
AS DOCUMENT NO. 21925615); THENCE SOUTH ALONG SAID WEST LINE OF NORTH COLUMBUS DRIVE A DISTANCE OF
20.00 FEET; THENCE WEST ALONG A LINE WHICH IS PERPENDICULAR TO SAID EAST LINE OF NORTH STETSON
AVENUE, A DISTANCE OF 20.00 FEET TO THE POINT OF BEGINNING; AND WHICH LIES BELOW AND EXTENDS
DOWNWARD FROM AN ELEVATION OF 35.10 FEET ABOVE CHICAGO CITY DATUM AND WHICH LIES ABOVE AND EXTENDS
UPWARD FROM AN ELEVATION OF 27.60 FEET ABOVE CHICAGO CITY DATUM.
PARCEL 2:
EASEMENTS FOR THE BENEFIT OF PARCEL 1, AS CREATED IN THE TRUSTEE’S DEED DATED AUGUST 16, 1983,
AND RECORDED IN THE RECORDER’S OFFICE OF XXXX COUNTY, ILLINOIS ON AUGUST 26, 1983, AS DOCUMENT NO.
26751440 AS FOLLOWS:
PEDESTRIAN AREA EASEMENT, MADE AVAILABLE ON THE DECK, AS THEREINAFTER DEFINED, FOR PEDESTRIAN
USE (“PEDESTRIAN AREA”) HAVING A MINIMUM WIDTH OF 20 FEET AND EXTENDING FROM THE NORTH LINE TO THE
SOUTH LINE OF THE DECK. THE PEDESTRIAN AREA SHALL PROVIDE ACCESS TO THE DECK AT THE SOUTHERLY LINE
OF THE PROPERTY DEFINED AS PARCEL 1
AND SHALL BE AT SUCH LOCATION AS DETERMINED BY GRANTEE, PURSUANT TO THE TERMS AND PROVISIONS
CONTAINED IN PARAGRAPH 2 OF SAID TRUSTEE’S DEED;
A-2
ALSO
ENTRANCE AREA EASEMENT, FOR PEDESTRIAN ACCESS TO THE ADJOINING PROPERTY, (THE APPROXIMATE
LOCATION OF WHICH IS DEPICTED ON THE DRAWING ENTITLED EXHIBIT C ATTACHED TO THE DEED) PURSUANT TO
THE TERMS AND PROVISIONS CONTAINED IN PARAGRAPH 3 OF SAID TRUSTEE’S DEED;
ALSO
A PEDESTRIAN WALKWAY (THE MID-BLOCK WALKWAY), FOR THE PURPOSE OF PROVIDING ACCESS TO THE
BUILDING ON THE REALTY PROPERTY (SOUTH AND ADJOINING) AND TO THE BUILDING OR BUILDINGS TO BE
LOCATED ON THE LAND INSURED HEREIN AS PARCEL 1, (THE APPROXIMATE LOCATION OF WHICH IS DEPICTED ON
THE DRAWING ENTITLED EXHIBIT C ATTACHED TO THE DEED), PURSUANT TO THE TERMS AND PROVISIONS
CONTAINED IN PARAGRAPH 4 OF SAID TRUSTEE’S DEED.
PARCEL 3:
A PERPETUAL AND EXCLUSIVE EASEMENT TO CONSTRUCT, USE, OPERATE, MAINTAIN, REPAIR, RECONSTRUCT
AND REPLACE, (AT THE SOLE COST AND EXPENSE OF THE OWNER(S) OF PARCEL 1), A DRIVEWAY FOR INGRESS TO
AND EGRESS, FROM THAT PART OF THE BLOCK OWNED BY THE LC TRUST MARKED “LC PROPERTY” ON EXHIBIT “A”,
FOR THE BENEFIT OF PARCEL 1, PURSUANT TO THE TERMS AND PROVISIONS CONTAINED IN PARAGRAPH 1.2 OF A
CERTAIN RECIPROCAL EASEMENT AGREEMENT DATED SEPTEMBER 30, 1985 AND RECORDED SEPTEMBER 30, 1985 AS
DOCUMENT NO. 85,211,829, AS AMENDED BY AMENDMENT TO RECIPROCAL EASEMENT AGREEMENT DATED OCTOBER 1,
1985 AND RECORDED MARCH 25, 1986 AS DOCUMENT NO. 86115106, AT AN ELEVATION OF APPROXIMATELY 55
FEET, 6 INCHES ABOVE THE CHICAGO CITY DATUM AND WITHIN AN AREA OF THE BLOCK, HEREAFTER DEFINED,
HAVING A LENGTH OF 74 FEET AND A WIDTH OF 10 FEET MARKED “DRIVEWAY EASEMENT” ON EXHIBIT “A” OF SAID
RECIPROCAL EASEMENT AGREEMENT, SAID BLOCK DEFINED AS THAT PART OF THE LANDS LYING EAST OF AND
ADJOINING FORT DEARBORN ADDITION TO CHICAGO, BEING THE WHOLE OF THE SOUTHWEST FRACTIONAL 1/4 OF
SECTION 10, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN XXXX COUNTY,
ILLINOIS, BOUNDED AS FOLLOWS:
ON THE NORTH BY THE SOUTH LINE OF EAST SOUTH WATER STREET, ON THE EAST BY THE WEST LINE OF
NORTH COLUMBUS DRIVE, ON THE SOUTH BY THE NORTH LINE OF EAST LAKE STREET AND ON THE WEST BY THE
EAST LINE OF NORTH STETSON AVENUE.
A-3
ALSO
PERPETUAL AND NON-EXCLUSIVE EASEMENTS TO USE, MAINTAIN AND REPAIR, AT THE SOLE COST AND
EXPENSE OF THE GRANTEE, TWO EMERGENCY EXITWAYS FOR PEDESTRIAN USE, FOR THE BENEFIT OF PARCEL 1,
PURSUANT TO THE TERMS AND PROVISIONS CONTAINED IN PARAGRAPH 1.3 OF SAID RECIPROCAL EASEMENT
AGREEMENT AT AN ELEVATION OF APPROXIMATELY 57.0 FEET ABOVE CHICAGO CITY DATUM, EACH HAVING AN
UNOBSTRUCTED WIDTH OF 3 FEET 8 INCHES EXTENDING FROM THE WEST LINE OF PARCEL 0 XX XXXXX XXXXXXX
XXXXXX MARKED “EXITWAY EASEMENTS” ON EXHIBIT “A” OF SAID RECIPROCAL EASEMENT AGREEMENT.
ALSO
PERPETUAL AND NON-EXCLUSIVE EASEMENTS TO ENTER UPON THAT PART OF THE BLOCK OWNED BY GRANTOR AS
MAY BE REASONABLY NECESSARY, FOR THE PURPOSE OF WINDOW WASHING, CAULKING, TUCKPOINTING, SEALING AND
ANY OTHER MAINTENANCE OR REPAIR OF THE IMPROVEMENTS CONSTRUCTED ON PARCEL 1 ALONG THE COMMON
BOUNDARIES OF THE PROPERTY OWNED BY GRANTOR AND GRANTEE, TO THE EXTENT REASONABLY PRACTICABLE ALL
SUCH MAINTENANCE AND REPAIR WORK WILL BE PERFORMED IN THE AIR RIGHTS, PURSUANT TO THE TERMS AND
PROVISIONS CONTAINED IN PARAGRAPH 1.5 OF SAID RECIPROCAL EASEMENT AGREEMENT.
PARCEL 4: THE EMERGENCY EGRESS EASEMENT
A PERPETUAL EASEMENT FOR EMERGENCY EGRESS, FOR THE BENEFIT OF PARCEL 1, PURSUANT TO THE TERMS
AND PROVISIONS CONTAINED IN PARAGRAPH I OF A CERTAIN HOTEL EASEMENT AGREEMENT DATED SEPTEMBER 30,
1985 AND RECORDED SEPTEMBER 30, 1985 AS DOCUMENT NO. 85211830 ON AN AREA DESCRIBED AND DEFINED AS
THE “DECK EASEMENT AREA” IN SAID HOTEL EASEMENT AGREEMENT AND AMENDED BY AMENDMENT TO HOTEL
EASEMENT AGREEMENT, RECORDED MARCH 25, 1986 AS DOCUMENT NO. 86115107, AND FURTHER AMENDED BY SECOND
AMENDMENT TO HOTEL EASEMENT AGREEMENT DATED DECEMBER 30, 1993 RECORDED JANUARY 4, 1994 AS DOCUMENT
NUMBER 94007534 AMENDING SAID EASEMENT TO THE AREA DEPICTED ON EXHIBIT “C-1” AND LEGALLY DESCRIBED
ON EXHIBIT “D” ATTACHED THERETO AND MADE A PART THEREOF.
ALSO, THE OPERATING EASEMENT
EASEMENT FOR INGRESS AND EGRESS FOR MAINTENANCE AND REPAIR OF THE SOUTH FACADE OF THE HOTEL
BUILT ON PARCEL 1, FOR THE BENEFIT OF PARCEL 1, CONTAINED IN PARAGRAPH II OF SAID HOTEL EASEMENT
AGREEMENT ONTO THE NORTH 39 INCHES, MORE OR LESS, OF THE “AMOCO PROPERTY” AS DESCRIBED AND DEFINED
IN SAID HOTEL EASEMENT
AGREEMENT RECORDED MARCH 25, 1986 AS DOCUMENT NO. 86115107.
A-4
ALSO, THE AIRSPACE EASEMENTS
A PERPETUAL EASEMENT FOR THE BENEFIT OF PARCEL 1, TO INSTALL DAVITS OR OTHER DEVICES ONTO THE
HOTEL INTO THE AIRSPACE OVER THE DECK AND TO UTILIZE SAID AIRSPACE FOR MAINTENANCE AND REPAIR OF
THE HOTEL FROM SCAFFOLDS OR OTHER DEVICES ATTACHED THERETO, PURSUANT TO THE TERMS AND PROVISIONS
CONTAINED IN PARAGRAPH III A., OF SAID HOTEL EASEMENT AGREEMENT INTO THE AIRSPACE OVER THE “DECK”
AS DESCRIBED AND DEFINED IN SAID HOTEL EASEMENT AGREEMENT.
AND
A PERPETUAL EASEMENT, FOR THE BENEFIT OF PARCEL 1, TO PERMANENTLY ATTACH A CORNICE AND WINDOW
WASHING TRACK ONTO THE TURRET PORTION AT THE TOP OF THE HOTEL INTO THE AIRSPACE ABOVE THE DECK (AS
THEREIN DEFINED) AND TO UTILIZE SUCH AIRSPACE FOR THE WASHING OF WINDOWS AND MAINTENANCE OF THE
TURRET PORTION OF THE HOTEL, PURSUANT TO THE TERMS AND PROVISIONS CONTAINED IN PARAGRAPH III B., OF
SAID HOTEL EASEMENT AGREEMENT.
PARCEL 5:
NON-EXCLUSIVE EASEMENT FOR THE BENEFIT OF PARCEL 1 AS CREATED IN THE STAIRWAY AND VESTIBULE
EASEMENT AGREEMENT MADE BY AND BETWEEN GO ACIC ASSOCIATES LIMITED PARTNERSHIP, AN ILLINOIS LIMITED
PARTNERSHIP AND AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, AS TRUSTEE UNDER TRUST
AGREEMENT DATED JULY 17, 1985 AND KNOWN AS TRUST NUMBER 64971 DATED OCTOBER 1, 1994 RECORDED
NOVEMBER 29, 1994 AS DOCUMENT 04002367, FOR EMERGENCY PEDESTRIAN EGRESS, AND USE OF VESTIBULE AREA,
OVER, UPON AND ACROSS THAT PORTION OF THE LAND AS SHOWN ON THE EXHIBIT “C” ATTACHED TO SAID
EASEMENT AGREEMENT.
PIN-17-10-316-023
Street Address—000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx
X-0
XXXXX XX XXXXXXXX
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) | |
| ) SS | ||
COUNTY OF XXXX
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) |
I, Xxxxx Xxxxxxx, a Notary Public in and for said County, in the State aforesaid, DO HEREBY
CERTIFY, that Xxxx Xxxxx, a Vice President of SHC COLUMBUS DRIVE, LLC, a Delaware limited
liability company, who is personally known to me to be the same person whose name is subscribed to
the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed
and delivered the said instrument as his/her own free and voluntary act and as the free and
voluntary act of said entity, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal, this 12 day of March, 2009.
| /s/ Xxxxx Xxxxxxx | ||||
(seal)
STATE OF ILLINOIS
|
) | |
| ) SS | ||
COUNTY OF XXXX
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) |
I, Xxxxx Xxxxxxx, a Notary Public in and for said County, in the State aforesaid, DO HEREBY
CERTIFY, that Xxxx Xxxxx, a Vice President of DTRS COLUMBUS DRIVE, LLC, a Delaware limited
liability company, who is personally known to me to be the same person whose name is subscribed to
the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed
and delivered the said instrument as his/her own free and voluntary act and as the free and
voluntary act of said entity, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal, this 12 day of March, 2009.
| /s/ Xxxxx Xxxxxxx | ||||
(seal)
STATE OF ILLINOIS
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) | |
| ) SS | ||
COUNTY OF XXXX
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) |
I, Xxxxxxx Xxxxxxxxx, a Notary Public in and for said County, in the State aforesaid, DO HEREBY
CERTIFY, that Xxxxxxx X. Xxxxxxxx, a Director of METROPOLITAN LIFE INSURANCE COMPANY, a New York
corporation, who is personally known to me to be the same person whose name is subscribed to the
foregoing instrument, appeared before me this day in person and acknowledged that he/she signed and
delivered the said instrument as his/her own free and voluntary act and as the free and voluntary
act of said entity, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal, this 18 day of March, 2009.
| /s/ Xxxxxxx Xxxxxxxxx | ||||
(seal)
