AMENDMENT TO FIRST MEZZANINE LOAN AGREEMENT Dated as ofOctober 28, 2005 Between

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EX-10.10 4 dex1010.htm AMENDMENT TO FIRST MEZZANINE LOAN AGREEMENT Amendment to First Mezzanine Loan Agreement

Exhibit 10.10

 

AMENDMENT TO

FIRST MEZZANINE LOAN AGREEMENT

 

Dated as of October 28, 2005

 

Between

 

SHC MICHIGAN AVENUE MEZZANINE I, LLC and

SHC CHOPIN PLAZA MEZZANINE I, LLC

collectively, as Mezzanine Borrower

 

and

 

GERMAN AMERICAN CAPITAL CORPORATION,

as Mezzanine Lender


AMENDMENT TO FIRST MEZZANINE LOAN AGREEMENT

 

THIS AMENDMENT TO FIRST MEZZANINE LOAN AGREEMENT (this Amendment) is dated and effective as of October 28, 2005 between SHC MICHIGAN AVENUE MEZZANINE I, LLC and SHC CHOPIN PLAZA MEZZANINE I, 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 First Mezzanine Loan Agreement, dated as of April 1, 2005, by and between Mezzanine Borrower and Mezzanine Lender (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 $28,000,000.

 

Spread” shall mean 1.75000000%.

 

1


2. Allocated Loan Amount. 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.

 

[REMAINDER OF PAGE LEFT BLANK]

 

2


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 I, LLC,

a Delaware limited liability company

By:

 

/s/ Monte Huber


Name:

 

Monte Huber

Title:

 

Vice President

SHC CHOPIN PLAZA MEZZANINE I, LLC,

a Delaware limited liability company

By:

 

/s/ Monte Huber


Name:

 

Monte Huber

Title:

 

Vice President


The undersigned Sponsors each hereby reaffirms each of its obligations under that certain Sponsor Indemnity Agreement (First 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/ Monte Huber


Name:

 

Monte Huber

Title:

 

Vice President

INTERCONTINENTAL FLORIDA LIMITED PARTNERSHIP,

a Delaware limited partnership

By:

 

/s/ Monte Huber


Name:

 

Monte Huber

Title:

 

Vice President

CIMS LIMITED PARTNERSHIP,

an Illinois limited partnership

By:

 

/s/ Monte Huber


Name:

 

Monte Huber

Title:

 

Vice President


MEZZANINE LENDER:

GERMAN AMERICAN CAPITAL

CORPORATION, a Maryland corporation

By:  

/s/ Todd O. Sammann


Name:   Todd O. Sammann
Title:   Vice President
By:  

/s/ Thomas R. Traynor


Name:   Thomas R. Traynor
Title:   Authorized Signatory


SCHEDULE C

 

ALLOCATED LOAN AMOUNTS

 

Property


   Total

InterContinental Chicago

   $ 16,772,277

InterContinental Miami

     11,227,723
    

Total Portfolio

   $ 28,000,000


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