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
Obligor No.: 7829920036
CHAR1\1473962v4


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.
[remainder of page intentionally left blank]






FIRST AMENDMENT TO LOAN AGREEMENT
New Private Restaurant Properties, LLC
Obligor No.: 7829920036
CHAR1\1473962v4


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
Obligor No.: 7829920036
CHAR1\1473962v1


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
Obligor No.: 7829920036
CHAR1\1473962v1


EXHIBIT A

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
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
        
CHAR1\1473962v4



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
        
CHAR1\1473962v4



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
        
CHAR1\1473962v4