Portions of this Exhibit marked by [***] have been omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission
EX-10.1 2 blmn-92516_ex101.htm EX 10.1 - PRP MORTGAGE LOAN AMENDMENT Exhibit
Exhibit 10.1
Portions of this Exhibit marked by [***] have been omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission
FIRST AMENDMENT TO LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT (“Amendment”) is made and entered into as of the 27th day of July, 2016, between NEW PRIVATE RESTAURANT PROPERTIES, LLC, a Delaware limited liability company (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, “Lender”).
R E C I T A L S:
WHEREAS, Borrower and Lender entered into that certain Loan Agreement dated as of February 11, 2016 (the “Loan Agreement”) in connection with that certain loan in the original principal amount of $300,000,000.00 made by Lender to Borrower;
WHEREAS, Borrower has requested that Lender make an additional advance of the Loan (as defined in the Loan Agreement) in the amount of $69,511,522.46 (the “Additional Advance”) to Borrower on the date of this Amendment;
WHEREAS, the Outstanding Loan Balance (as defined in the Loan Agreement) is $189,244,477.54 as of the date of this Amendment prior to making the Additional Advance; and
WHEREAS, Lender and Borrower desire to amend the Loan Agreement as set forth herein.
NOW THEREFORE, Borrower and Lender hereby agree as follows:
1. Lender agrees to make the Additional Advance to Borrower on the date of this Amendment. The Note (as defined in the Loan Agreement) shall evidence Borrower’s obligation to pay the Additional Advance.
2. The first recital of the Loan Agreement is hereby amended in its entirety to read as follows:
“A. Borrower desires to finance the one hundred five (105) properties described on Exhibit A attached hereto (all such properties, together with all Improvements and personal property owned by Borrower thereon, collectively, the “Properties”).”
3. Exhibit A to the Loan Agreement is replaced with Exhibit A attached hereto.
4. Section 9.5(d) of the Loan Agreement is hereby amended in its entirety to read as follows:
“(d) | if after the end of the twelfth (12th) full calendar month of the Initial Term beginning with the first (1st) day of the thirteenth (13th) full calendar month thereof the then Outstanding Loan Balance exceeds the following maximum thresholds (“Maximum Threshold”); provided, however, if the Extension Option is not exercised, the then Outstanding Loan Balance and all other amounts then due and payable hereunder and under the other Loan Documents shall be payable |
FIRST AMENDMENT TO LOAN AGREEMENT
New Private Restaurant Properties, LLC
New Private Restaurant Properties, LLC
Obligor No.: 7829920036
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on the Initial Maturity Date. If the Extension Option is exercised, the then Outstanding Loan Balance and all other amounts then due and payable hereunder and under the other Loan Documents shall be payable on the Extension Maturity Date:
Months 13-18: | $219,942,600.00 |
Months 19-24: | $160,000,000.00 |
Months 25-30: | $110,000,000.00 |
Months 31-35: | $60,000,000.00 |
Maturity | $0.00 |
(and the Blocked Condition shall continue until such time as the Outstanding Loan Balance is reduced below the applicable Maximum Threshold).
The existence or continuation of a Blocked Condition shall be a Cash Trap Event under the Cash Management Agreement.”
5. Borrower shall deliver to Lender, prior to the Additional Advance, (i) opinions of legal counsel in form and content reasonably satisfactory to Lender with respect to this Amendment, (ii) executed amendments to the Mortgages (as defined in the Loan Agreement) reasonably satisfactory to Lender to reflect the Additional Advance, (iii) commitments for endorsements to the mortgage loan title insurance policies issued to Lender in connection with the Loan reasonably satisfactory to Lender to reflect the Additional Advance and (iv) such additional items as are reasonably requested by Lender in connection with the Additional Advance.
6. Borrower shall pay to Lender an advance fee in the amount of $521,336.42 on the date of this Amendment.
7. Borrower shall pay all of Lender’s fees and expenses incurred in connection with the execution and delivery of this Amendment including, without limitation, reasonable attorneys fees and expenses.
8. Except as hereby modified, the terms and conditions of the Loan Agreement remain in full force and effect.
9. This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of New York.
10. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
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FIRST AMENDMENT TO LOAN AGREEMENT
New Private Restaurant Properties, LLC
New Private Restaurant Properties, LLC
Obligor No.: 7829920036
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IN WITNESS WHEREOF, Borrower and Lender have executed this Amendment as of the date first written above.
BORROWER: | ||
NEW PRIVATE RESTAURANT PROPERTIES, LLC, a Delaware limited liability company | ||
By: | /s/ Michael A’Hearn | |
Name: | Michael A’Hearn | |
Title: | Vice President and Treasurer |
LENDER: | |||||
WELLS FARGO BANK, NATIONAL ASSOCIATION | |||||
By: | /s/ Stephen Leon | ||||
Name: | Stephen Leon | ||||
Title: | Managing Director |
FIRST AMENDMENT TO LOAN AGREEMENT
New Private Restaurant Properties, LLC
New Private Restaurant Properties, LLC
Obligor No.: 7829920036
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The undersigned Guarantor (as defined in the Loan Agreement) acknowledges and consents to all of the terms and conditions of this Amendment and agrees that this Amendment and any documents executed in connection herewith do not operate to reduce or discharge such Guarantor’s obligations under the Loan Documents, including any guaranty or indemnity agreements executed by such Guarantor.
GUARANTOR: | ||||
OSI HOLDCO I, INC., a Delaware corporation | ||||
By: | /s/ Kelly B. Lefferts | |||
Name: | Kelly B. Lefferts | |||
Title: | Assistant Secretary |
FIRST AMENDMENT TO LOAN AGREEMENT
New Private Restaurant Properties, LLC
New Private Restaurant Properties, LLC
Obligor No.: 7829920036
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EXHIBIT A
LIST OF PROPERTIES AND ALLOCATED LOAN AMOUNTS
LIST OF PROPERTIES AND ALLOCATED LOAN AMOUNTS
Unit # | Brand | Address | City | ST | Allocated Loan Amount |
1264 | OBS | 2925 Ross Clark Drive | Dothan | AL | [***] |
0314 | OBS | 1650 South Clearview | Mesa | AZ | [***] |
0325 | OBS | 99 South Highway 92 | Sierra Vista | AZ | [***] |
0326 | OBS | 1860 E. McKellips Road | Mesa | AZ | [***] |
5301 | CIG | 1740 South Clearview | Mesa | AZ | [***] |
1001 | CIG | 12990 S. Cleveland Avenue | Fort Myers | FL | [***] |
1002 | CIG | 4320 N. Tamiami Trail | Naples | FL | [***] |
1008 | CIG | 2700 SE Federal Highway | Stuart | FL | [***] |
1022 | OBS | 3215 SW College Road | Ocala | FL | [***] |
1023 | OBS | 11308 N. 56th Street | Temple Terrace | FL | [***] |
1025 | OBS | 170 Cypress Gardens Blvd. | Winter Haven | FL | [***] |
1028 | OBS | 4905 Commerical Way | Spring Hill | FL | [***] |
1029 | OBS | 5710 Oakley Boulevard | Wesley Chapel | FL | [***] |
1030 | OBS | 9773 San Jose Boulevard | Jacksonville | FL | [***] |
1033 | OBS | 1775 Wells Road | Orange Park | FL | [***] |
1036 | OBS | 861 W. 23rd Street | Panama City | FL | [***] |
1061 | OBS | 180 Hickman Drive | Sanford | FL | [***] |
1063 | OBS | 9600 U.S. Highway 441 | Leesburg | FL | [***] |
2001 | FPS | 4322 W. Boy Scout Blvd. | Tampa | FL | [***] |
2015 | OBS | 2225 Highway 44 West | Inverness | FL | [***] |
6006 | CIG | 2501 University Drive | Coral Springs | FL | [***] |
6007 | CIG | 60 Palmetto Avenue | Merritt Island | FL | [***] |
6013 | CIG | 4829 S. Florida Avenue | Lakeland | FL | [***] |
6020 | CIG | 3530 Tyrone Boulevard | Saint Petersburg | FL | [***] |
Portions of this Exhibit marked by [***] have been omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission
FIRST AMENDMENT TO LOAN AGREEMENT
New Private Restaurant Properties, LLC
New Private Restaurant Properties, LLC
Obligor No.: 7829920036
CHAR1\1473962v4
Unit # | Brand | Address | City | ST | Allocated Loan Amount |
6029 | CIG | 1285 US Highway 1 | Vero Beach | FL | [***] |
6035 | CIG | 910 3rd Street SW | Winter Haven | FL | [***] |
2014/6052 | OBS/CIG | 1203-1205 Townsgate Court | Plant City | FL | [***] |
2017/6048 | OBS/CIG | 11902-11950 Sheldon Road | Tampa | FL | [***] |
1101 | CIG | 3913 River Place Drive | Macon | GA | [***] |
1102 | CIG | 1160 Ernest Barrett Pkwy. | Kennesaw | GA | [***] |
1108 | CIG | 1887 Mount Zion Road | Morrow | GA | [***] |
1119 | OBS | 810 Ernest Barrett Pkwy. | Kennesaw | GA | [***] |
1125 | OBS | 3 Reinhardt College Pkwy. | Canton | GA | [***] |
1134 | OBS | 823 N. Westover Boulevard | Albany | GA | [***] |
1135 | OBS | 1824 Club House Drive | Valdosta | GA | [***] |
1611 | OBS | 3939 1st Avenue SE | Cedar Rapids | IA | [***] |
1414 | OBS | 2855 W. Ogden Avenue | Naperville | IL | [***] |
1416 | OBS | 15608 S. Harlem Avenue | Orland Park | IL | [***] |
1418 | OBS | 6007 E. State Street | Rockford | IL | [***] |
1516 | OBS | 3201 W. 3rd Street | Bloomington | IN | [***] |
1520 | OBS | 2315 Post Drive | Indianapolis | IN | [***] |
1521 | OBS | 3730 S. Reed Road | Kokomo | IN | [***] |
1813 | OBS | 6520 Signature Drive | Louisville | KY | [***] |
1851 | OBS | 3260 Scottsville Road | Bowling Green | KY | [***] |
1961 | OBS | 2715 Village Lane | Bossier City | LA | [***] |
6903 | CIG | 2010 Kaliste Saloom Road | Lafayette | LA | [***] |
2139 | OBS | 4420 Long Gate Parkway | Ellicott City | MD | [***] |
7101 | CIG | 4430 Long Gate Parkway | Ellicott City | MD | [***] |
2315 | OBS | 3650 28th Street SE | Kentwood | MI | [***] |
2320 | OBS | 1515 W. 14 Mile Road | Madison Heights | MI | [***] |
2321 | OBS | 1501 Boardman Road | Jackson | MI | [***] |
Portions of this Exhibit marked by [***] have been omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission
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Unit # | Brand | Address | City | ST | Allocated Loan Amount |
2325 | OBS | 6435 Dixie Highway | Clarkston | MI | [***] |
2326 | OBS | 7873 Conference Center Dr | Brighton | MI | [***] |
2411 | OBS | 8880 Springbrook Drive NW | Coon Rapids | MN | [***] |
2619 | OBS | 3110 E. 36th Street | Joplin | MO | [***] |
3402 | CIG | 10408 E Independence Blvd | Matthews | NC | [***] |
3420 | CIG | 4821 Capital Boulevard | Raleigh | NC | [***] |
3448 | OBS | 501 N. New Hope Road | Gastonia | NC | [***] |
3458 | OBS | 8280 Valley Boulevard | Blowing Rock | NC | [***] |
3460 | OBS | 250 Mitchelle Drive | Hendersonville | NC | [***] |
3102 | CIG | 500 Route 38 East | Maple Shade | NJ | [***] |
3110 | OBS | 230 Lake Drive East | Cherry Hill | NJ | [***] |
3114 | OBS | 1397 U.S. Route 9 North | Old Bridge | NJ | [***] |
3214 | OBS | 8671 W. Sahara Avenue | Las Vegas | NV | [***] |
3217 | OBS | 2625 W. Craig Road | North Las Vegas | NV | [***] |
3220 | OBS | 7380 S. Las Vegas Blvd. | Las Vegas | NV | [***] |
3633 | OBS | 6950 Ridge Road | Parma | OH | [***] |
3662 | OBS | 930 Interstate Drive | Findlay | OH | [***] |
3915 | OBS | 3527 N. Union Deposit Rd. | Harrisburg | PA | [***] |
3951 | OBS | 9395 McKnight Road | Pittsburgh | PA | [***] |
3952 | OBS | 100 Sheraton Drive | Altoona | PA | [***] |
3917/8908 | OBS/CIG | 100 North Pointe Blvd. | Lancaster | PA | [***] |
4117 | OBS | 110 Interstate Boulevard | Anderson | SC | [***] |
4318 | OBS | 1390 Interstate Drive | Cookeville | TN | [***] |
4319 | OBS | 2790 Wilma Rudolph Blvd. | Clarksville | TN | [***] |
4324 | OBS | 1125 Franklin Road | Lebanon | TN | [***] |
4350 | OBS | 536 Paul Huff Parkway | Cleveland | TN | [***] |
9301 | CIG | 324 N. Peter's Road | Knoxville | TN | [***] |
Portions of this Exhibit marked by [***] have been omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission
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Unit # | Brand | Address | City | ST | Allocated Loan Amount |
4401 | CIG | 11339 Katy Freeway | Houston | TX | [***] |
4403 | CIG | 11590 Research Boulevard | Austin | TX | [***] |
4404 | CIG | 2335 Highway 6 | Sugar Land | TX | [***] |
4405 | CIG | 12507 W. Interstate 10 | San Antonio | TX | [***] |
4406 | CIG | 25665 Interstate 45 North | The Woodlands | TX | [***] |
4418 | OBS | 2102 South Texas Avenue | College Station | TX | [***] |
4422 | OBS | 11600 Research Boulevard | Austin | TX | [***] |
4424 | OBS | 2060 I-10 South | Beaumont | TX | [***] |
4429 | OBS | 4205 South IH 35 | San Marcos | TX | [***] |
4454 | OBS | 3903 Towne Crossing Blvd. | Mesquite | TX | [***] |
4461 | OBS | 2211 S. Stemmons Freeway | Lewisville | TX | [***] |
4462 | OBS | 2314 W. Loop 250 North | Midland | TX | [***] |
4463 | OBS | 7101 W. Interstate Hwy 40 | Amarillo | TX | [***] |
4464 | OBS | 4015 South Loop 289 | Lubbock | TX | [***] |
4466 | OBS | 300 South I-35 East | Denton | TX | [***] |
4467 | OBS | 501 East Loop 281 | Longview | TX | [***] |
4469 | OBS | 2701 E. Central Texas Expwy | Killeen | TX | [***] |
4470 | OBS | 11875 Gateway West | El Paso | TX | [***] |
4473 | OBS | 4505 Sherwood Way | San Angelo | TX | [***] |
4474 | OBS | 4142 Ridgemont Drive | Abilene | TX | [***] |
4478 | OBS | 13265 South Freeway | Fort Worth | TX | [***] |
4716 | OBS | 7917 W. Broad Street | Richmond | VA | [***] |
4717 | OBS | 1101 Seminole Trail | Charlottesville | VA | [***] |
4724 | OBS | 261 University Boulevard | Harrisonburg | VA | [***] |
4762 | OBS | 3121 Albert Lankford Dr. | Lynchburg | VA | [***] |
4813 | OBS | 311 Hampton Court | Onalaska | WI | [***] |
4961 | OBS | 111 Hylton Lane | Beckley | WV | [***] |
Portions of this Exhibit marked by [***] have been omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission
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