AMENDMENT TO NOTE
Exhibit
10.108
AMENDMENT TO
NOTE
THIS
AMENDMENT TO NOTE, dated as of March 29, 2005 (this Amendment), is
made by and between CNL HOTEL
DEL PARTNERS LP, a Delaware limited partnership (Borrower) having
an office at 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, Lender).
WHEREAS,
Borrower delivered to Lender that certain Note in favor of Lender in the
original principal amount of Two Hundred Thirty Million Dollars ($230,000,000),
dated February 9, 2005 (the Note), which
Note is secured by, among other things, (i) that
certain Loan and Security Agreement, dated as of February 9, 2005, by and
between Borrower and Lender, and (ii) that certain Deed of Trust, Security
Agreement, Financing Statement, Fixture Filing and Assignment of Leases, Rents,
Hotel Revenue and Security Deposits, dated as of February 9, 2005, by and
between Borrower, Hotel Del Xxxxxxxx, XX, and Lender; and
WHEREAS,
Borrower and Lender desire to amend the terms of the 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, Borrower and Lender agree to amend the Note as
follows:
|
1. |
Capitalized
terms used in this Amendment and not defined herein shall have the
respective meanings provided in the Note. | ||
|
2. |
Section
1(b) of the Note is hereby amended as follows: | ||
|
The
definition of LIBOR
Margin is
deleted in its entirety and replaced with the following:
| |||
|
"LIBOR
Margin
shall mean 98.91304 basis points (0.9891304%) per annum."
| |||
|
3. |
Except
as amended by this Amendment, the 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.
-
BORROWER:
CNL HOTEL
DEL PARTNERS, LP,
a
Delaware limited partnership
By: CNL Hotel
Del Partners GP, LLC,
a
Delaware limited liability company,
its
General Partner
By:
/s/
Xxxxx A.N. Bloom
Name: Xxxxx
A.N. Xxxxx
Title: Senior
Vice President
[Lender
signature on following page]
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
