FIRST AMENDMENT TO REVOLVING LINE OF CREDIT LOAN AGREEMENT
THIS FIRST AMENDMENT TO REVOLVING LINE OF CREDIT LOAN AGREEMENT (as such agreement may be amended, restated, replaced, supplemented or otherwise modified from time to time, this “Amendment”), dated as of December ___, 2022 (the “Amendment Effective Date”), is between LEGENDARY A-1 BONDS LLC, a Delaware limited liability company, having an address at 0000 00xx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxx Xxxxxx 00000 (“Lender”), and LODGING FUND REIT III OP, LP, a Delaware limited partnership, having an address at 0000 00xx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxx Xxxxxx 00000 (“Borrower”).
W I T N E S S E T H:
WHEREAS, on or about August 9, 2022, Xxxxxx made a revolving line of credit loan to Borrower in the maximum principal amount of $5,000,000.00 (the “Loan”), and in connection with such Loan, Lender and Borrower entered into that certain Revolving Line of Credit Loan Agreement dated as of August 9, 2022 (the “Loan Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Loan Agreement; and
WHEREAS, the Loan is evidenced by that certain Promissory Note dated as of August 9, 2022, executed by Xxxxxxxx in favor of Xxxxxx, in the maximum principal amount of $5,000,000.00 (the “Note”); and
WHEREAS, the parties now desire to amend the Loan Agreement to provide for a modified Loan Commitment Amount and Drawdown Termination Date, and to provide for certain other matters as set forth herein.
NOW, THEREFORE, the parties hereto hereby amend the Loan Agreement and the Loan Documents as follows:
1.Recitals. The parties hereto acknowledge and agree that the recitals set forth above are true and correct and are incorporated herein by this reference; provided, however, that such recitals shall not be deemed to modify the express provisions hereinafter set forth.
0.Xxxx Commitment Amount; Revolving Loan. From and after the Amendment Effective Date, the Loan Commitment Amount shall be increased to the sum of SIX MILLION SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($6,700,000.00), and the definition of “Revolving Loan” shall be revised to mean “that certain revolving loan made available to Borrower in the maximum principal amount of SIX MILLION SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($6,700,000.00) and being more particularly described in Section 2.1 of this Loan Agreement.”
3.Drawdown Termination Date. The current Drawdown Termination Date is December 31, 2022. From and after the Amendment Effective Date, the Drawdown Termination Date is hereby extended until December 31, 2023. Additionally, from and after the Amendment Effective Date the reference to “December 31, 2022” in Section 2.1 of the Loan Agreement shall be revised to read “December 31, 2023”.
4.Amended and Restated Promissory Note. On the Amendment Effective Date and as a condition to the agreements of Lender contained in this Amendment, Borrower shall execute and deliver to Lender an Amended and Restated Promissory Note in the amount of SIX MILLION SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($6,700,000.00) (the “A&R Note”). Thereafter, all references in the Loan Agreement to the “Note” and/or the “Revolving Note” shall mean and refer to such A&R Note.
5.Use of Proceeds. From and after the Amendment Effective Date, Section 2.4 of the Loan Agreement is hereby deleted in its entirety and replaced with the following: “The Loan is and shall be a “business loan”. The funds advanced by Lender under the Revolving Note will be used solely to provide funding for new real property acquisitions (and related closing costs).”
6.Xxxxxxxx’s Representations and Warranties. Borrower hereby reaffirms all of the representations and warranties set forth in the Loan Agreement, and further represents and warrants to Lender that (a) the execution and delivery of this Amendment do not contravene, result in a breach of, or constitute a default under, any mortgage, loan agreement, indenture or other contract or agreement to which it is a party or by which it or any of its properties may be bound (nor would such execution and delivery constitute such a default with the passage of time or the giving of notice or both), and do not violate or contravene any law, order, decree, rule, regulation or restriction to which Borrower is subject; (b) this Amendment constitutes a legal, valid and binding obligation enforceable in accordance with its terms; (c) the execution and delivery of, and performance under, this Amendment are within its power and authority without the joinder or consent of any other party and have been duly authorized by all requisite action, and are not in contravention of any law, or its constating documents or of any indenture, agreement or undertaking to which it is a party or by which it is bound; (d) upon execution of this Amendment by all parties, there exists no Event of Default under the Loan Agreement; (e) there are no offsets, claims, counterclaims, cross-claims or defenses with respect to its obligations under the Loan Agreement or the Note; and (f) it is duly organized and legally existing in good standing under the laws of the state of its organization, is duly qualified to do
