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