FIRST AMENDMENT TO AMENDED AND RESTATED CONTRIBUTION AGREEMENT
Ex 10.278
FIRST AMENDMENT TO AMENDED AND RESTATED CONTRIBUTION AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED CONTRIBUTION
AGREEMENT (this “Amendment”) is made as of the May 15, 2023 (the “Amendment Date”), by and among Lodging Fund REIT III OP, LP, a Delaware limited partnership (the “Operating Partnership”), and HD Sunland Park Property LLC, a Delaware limited liability company (the “Contributor” and together with the Operating Partnership, the “Parties”).
WHEREAS, Contributor and Operating Partnership entered into that certain Xxxxxxx and Restated Contribution Agreement dated May 12, 2021 (the “Agreement”), for the contribution of a 175-room hotel business known as the Holiday Inn El Paso West Sunland Park located at 000 Xxxxxxx Xxxx Xx., Xx Xxxx, XX 00000 (the “Property”);
WHEREAS, the Parties desire to amend the Agreement pursuant to the terms of that First Loan Modification Agreement by and between EPH Development Fund LLC, a Delaware limited liability company, LF3 El Paso, LLC, a Delaware limited liability company, LF3 El Paso TRS, LLC, a Delaware limited liability company, Lodging Fund REIT III OP, LLC, a Delaware limited partnership, and Xxxxx X. Maple, an individual, dated as of the Amendment Date; and
NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
“The Contributor acknowledges that the Series T Limited Units will be converted into Common Limited Units pursuant to the terms in the OP Agreement beginning 36 months, or at the Contributor’s sole option, 48 months (the “Extension”), after issuance to the Contributor and will be valued as set forth on Exhibit D. In the event the Operating Partnership determines, in its sole discretion, that such Extension may result in actual or possible financial or other loss or litigation, the Operating Partnership may offer the Contributor an adjustment in the conversion of Series T Limited Units to Common Limited Units or other financial adjustments in lieu of such extension upon terms and conditions satisfactory to the Contributor, in the Contributor’s sole discretion.”
“The Series T Value shall be determined upon 36 months, or at the Contributor’s sole option, 48 months (the “Extension”), after issuance to the Contributor and will be valued as set forth on Exhibit D. In the event the Operating Partnership determines, in its sole discretion, that such Extension may result in actual or possible financial or other loss
Ex 10.278
or litigation, the Operating Partnership may offer the Contributor an adjustment in the conversion of Series T Limited Units to Common Limited Units or other financial
Ex 10.278
adjustments in lieu of such extension upon terms and conditions satisfactory to the Contributor, in the Contributor’s sole discretion.”
IN WITNESS WHEREOF, this Amendment has been duly executed by the Parties as of the day and year first above written.
[SELLER SIGNATURE PAGE TO FOLLOW]
Ex 10.278
SELLER:
HD Sunland Park Property LLC,
a Delaware limited liability company,
By: High Desert Investors 3 LLC,
a Delaware limited liability company, its Sole Member
By: /s/ Xxx Xxxxxxx Name: Xxxxxx Xxx Xxxxxxx
Title: Authorized Signatory [OPERATING PARTNERSHIP’S SIGNATURE PAGE TO FOLLOW]
Ex 10.278
![Graphic](https://www.sec.gov/Archives/edgar/data/1745032/000155837024004065/lfr-20221231xex10d278001.jpg)
OPERATING PARTNERSHIP: LODGING FUND REIT III OP, LP
A Delaware limited partnership
By: Lodging Fund REIT III, Inc. Its: General Partner
By: /s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx
Title: Chief Operating Officer