Amendment to Second Mezzanine Loan Agreement



 Exhibit 10.11 
  
 AMENDMENT TO 
 SECOND MEZZANINE LOAN AGREEMENT 
  
 Dated as of
October 28, 2005 
  
 Between 
  
 SHC MICHIGAN AVENUE MEZZANINE II, LLC and 
 SHC CHOPIN PLAZA MEZZANINE II, LLC 
 collectively, as Mezzanine Borrower 
  
 and 
  
 GERMAN AMERICAN CAPITAL CORPORATION, 
 as Mezzanine Lender 







 AMENDMENT TO SECOND MEZZANINE LOAN AGREEMENT 
  
 THIS AMENDMENT TO SECOND MEZZANINE LOAN AGREEMENT (this Amendment) is
dated and effective as of October 28, 2005 between SHC MICHIGAN AVENUE MEZZANINE II, LLC and SHC CHOPIN PLAZA MEZZANINE II, 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 Second Mezzanine Loan Agreement, dated as of April 1, 2005, by and between Mezzanine Borrower and Mezzanine Lender
(as amended, restated, replaced, supplemented or otherwise modified from time to time, 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 $25,000,000. 
  
 “Spread” shall mean 3.50000000%. 
  

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 2. Allocated Loan Amounts. 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 II, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Monte Huber


	Name:	 	Monte Huber
	Title:	 	Vice President
	
	SHC CHOPIN PLAZA MEZZANINE II, 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
(Second 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
	  	$	14,975,248
	 InterContinental Miami
	  	 	10,024,752
	 	  	
	

	 Total Portfolio
	  	$	25,000,000








 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