AMENDMENT TO MEZZANINE NOTE (SENIOR MEZZANINE)
Exhibit
10.109
AMENDMENT TO MEZZANINE
NOTE
(SENIOR
MEZZANINE)
THIS
AMENDMENT TO MEZZANINE NOTE (SENIOR MEZZANINE), dated as of March 29, 2005 (this
Amendment), is
made by and between CNL HOTEL
DEL SENIOR MEZZ PARTNERS, LP, a Delaware limited partnership (Mezzanine
Borrower) having
an office at c/o CNL Hotels & Resorts, Inc., Center at City Commons, ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, and GERMAN AMERICAN CAPITAL
CORPORATION, a Maryland corporation, having an office at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (together with its successors and assigns, Mezzanine
Lender).
WHEREAS,
Mezzanine Borrower delivered to Mezzanine Lender that certain Mezzanine Note
(Senior Mezzanine) in favor of Mezzanine Lender in the original principal amount
of Ninety Million Dollars ($90,000,000), dated February 9, 2005 (the
Mezzanine
Note), which
Mezzanine Note is secured by, among other things, (i) that
certain Mezzanine Loan and Security Agreement (Senior Mezzanine), dated as of
February 9, 2005, by and between Mezzanine Borrower and Mezzanine Lender, and
(ii) that certain Pledge and Security Agreement (Senior Mezzanine), dated as of
February 9, 2005, by and between Mezzanine Borrower and Mezzanine Lender;
and
WHEREAS,
Mezzanine Borrower and Mezzanine Lender desire to amend the terms of the
Mezzanine 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, Mezzanine Borrower and Mezzanine Lender agree
to amend the Mezzanine Note as follows:
|
1. |
Capitalized
terms used in this Amendment and not defined herein shall have the
respective meanings provided in the Mezzanine Note. | ||
2. |
Section
1(b) of
the Mezzanine 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 225 basis points (2.25%) per annum."
| |||
|
3. |
Except
as amended by this Amendment, the Mezzanine 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.
MEZZANINE
BORROWER:
CNL HOTEL
DEL SENIOR MEZZ
PARTNERS,
LP, a Delaware limited partnership
By: CNL Hotel
Del Senior Mezz Partners
GP, LLC,
a Delaware limited liability company,
its
General Partner
By:
/s/
▇▇▇▇▇ A.N. ▇▇▇▇▇
Name: ▇▇▇▇▇
A.N. Bloom
Title: Senior
Vice President
[Mezzanine
Lender signature on following page]
MEZZANINE
LENDER:
GERMAN
AMERICAN CAPITAL CORPORATION, a Maryland corporation
By:
/s/
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇.
▇▇▇▇▇▇▇
Title:
Vice
President
By:
/s/
▇▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇▇
▇▇▇▇
Title: Vice
President