Exhibit 10.1
AMENDMENT TO
LOAN AGREEMENT
Dated as of August 31, 2005
Between
SHC MICHIGAN AVENUE, LLC, and
SHC CHOPIN PLAZA, LLC
collectively, as Borrower
and
GERMAN AMERICAN CAPITAL CORPORATION,
as Lender
AMENDMENT TO LOAN AGREEMENT
THIS AMENDMENT TO LOAN AGREEMENT (this Amendment) is dated and
effective as of August 31, 2005 between SHC MICHIGAN AVENUE, LLC and SHC CHOPIN
PLAZA, LLC, each a Delaware limited liability company (collectively, Borrower)
and GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation (together with
its successors and assigns, Lender).
W I T N E S S E T H:
--------------------
WHEREAS, pursuant to that certain Loan Agreement, dated as of
April 1, 2005, by and between Borrower and Lender (as amended, restated,
replaced, supplemented or otherwise modified from time to time, the Loan
Agreement), Borrower obtained a loan from Lender; and
WHEREAS, in accordance with Section 2.1.3(d) of the Loan
Agreement, Lender has requested that Borrower amend the Loan Agreement in
accordance with the terms herein. All capitalized terms not defined herein shall
have the meaning ascribed thereto in the Loan Agreement. Unless otherwise
specified herein, all Section references are references to Sections in the 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 "Directed Paydown
Prepayment Fee" and "Spread" are deleted in their entirety and replaced with the
definitions of "Directed Paydown Prepayment Fee" and "Spread" set forth below in
this Section 1:
"Directed Paydown Prepayment Fee" shall mean 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.
"Spread" shall mean 1.46093750%.
2. Replacement of Schedule J. Schedule J is deleted and
replaced with Schedule J hereto.
3. Full Force and Effect. Except as amended by this Amendment,
the Loan Agreement shall continue to remain in full force and effect.
4. 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.
5. Governing Law. This Amendment shall be governed by the laws
of the State of New York, without regard to choice of law rules.
6. 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.
7. 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.
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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.
BORROWERS:
SHC MICHIGAN AVENUE, LLC,
a Delaware limited liability company
By: /s/ James Mead
-----------------------
Name: James Mead
Title: Executive Vice President,
Chief Financial Officer
SHC CHOPIN PLAZA, LLC,
a Delaware limited liability company
By: /s/ James Mead
-----------------------
Name: James Mead
Title: Executive Vice President,
Chief Financial Officer
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The undersigned Sponsors each hereby reaffirms each of its obligations under
that certain Sponsor Indemnity Agreement 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/ James Mead
-----------------
Name: James Mead
Title: Executive Vice President, Chief Financial Officer
INTERCONTINENTAL FLORIDA LIMITED PARTNERSHIP,
a Delaware limited partnership
By: /s/ James Mead
-----------------
Name: James Mead
Title: Executive Vice President, Chief Financial Officer
CIMS LIMITED PARTNERSHIP,
an Illinois limited partnership
By: /s/ James Mead
-----------------
Name: James Mead
Title: Executive Vice President, Chief Financial Officer
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LENDER:
GERMAN AMERICAN CAPITAL
CORPORATION, a Maryland corporation
By: /s/ James M. Fitzpatrick
-------------------------------
Name: James M. Fitzpatrick
Title: Vice President
By: /s/ Todd O. Sammann
---------------------------
Name: Todd O. Sammann
Title: Vice President
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SCHEDULE J
PREPAYMENT FEES
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Period Prepayment Fee
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Prior to the Payment Date in Locked Out
November 2005
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on or after the Payment Date in 1.4196% of the Principal Amount then
November 2005 being prepaid
and prior to the Payment Date in
December 2006
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on or after the Payment Date in 1.3013% of the Principal Amount then
December 2006 being prepaid
and prior to the Payment Date in
January 2006
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on or after the Payment Date in 1.1830% of the Principal Amount then
January 2006 being prepaid
and prior to the Payment Date in
February 2006
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on or after the Payment Date in 1.0647% of the Principal Amount then
February 2006 being prepaid
and prior to the Payment Date in
March 2006
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on or after the Payment Date in 0.9464% of the Principal Amount then
March 2006 being prepaid
and prior to the Payment Date in
April 2006
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on or after the Payment Date in 0.8281% of the Principal Amount then
April 2006 and being prepaid
prior to the Payment Date in
May 2006
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on or after the Payment Date in 0.7098% of the Principal Amount then
May 2006 being prepaid
and prior to the Payment Date in
June 2006
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on or after the Payment Date in 0.5915% of the Principal Amount then
June 2006 being prepaid
and prior to the Payment Date in
July 2006
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on or after the Payment Date in 0.4732% of the Principal Amount then
July 2006 being prepaid
and prior to the Payment Date in
August 2006
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on or after the Payment Date in 0.3549% of the Principal Amount then
August 2006 being prepaid
and prior to the Payment Date in
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September 2006
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on or after the Payment Date in 0.2366% of the Principal Amount then
September 2006 being prepaid
and prior to the Payment Date in
October 2006
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on or after the Payment Date in 0.1183% of the Principal Amount then
October 2006 being prepaid
and prior to the Payment Date in
November 2006
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