EXHIBIT 10.19
FIRST AMENDMENT OF
LOAN AGREEMENT
THIS FIRST AMENDMENT OF LOAN AGREEMENT ("Amendment") is made this 1st day
of OCTOBER, 2004 by Summit Hotel Properties, LLC, a South Dakota limited
liability company ("Borrower") and First National Bank of Omaha, a national
banking association ("Bank") and amends that certain Loan Agreement dated July
_____, 2004 between Borrower and Bank ("Loan Agreement").
WHEREAS, pursuant to the Loan Agreement and the other Loan Documents, Bank
extended to Borrower a Line of Credit in the maximum principal amount of
$18,000,000.00 more fully described in the Loan Agreement;
WHEREAS, Borrower desires to purchase 9.182 acres of land in Boise, Idaho
located on Elder Street and East Sunrise Road and Elder Court, Elder
Subdivision, Ada County, Idaho (the "Boise Land") to develop into multiple
properties;
WHEREAS, Borrower plans to sell portions of the Boise Land for development
by unaffiliated entities (the "Development Tracts");
WHEREAS, Borrower desires to obtain an Acquisition Advance in the
approximate amount of $3,400,000.00 to finance the acquisition of the Boise
Land; and
WHEREAS, under the terms of this Amendment, Bank has agreed to advance an
Acquisition Advance to Borrower to acquire the Boise Land.
NOW, THEREFORE, in consideration of the amendments to the Loan Agreement
provided for below, the mutual covenants herein and other good and valuable
consideration, the sufficiency and receipt of which is hereby acknowledged, the
parties agree to amend the Loan Agreement as follows:
1. Capitalized terms used herein shall have the meaning given to such terms
in the Loan Agreement, unless specifically defined herein.
2. Under the terms and conditions of this Amendment and conditioned upon
the satisfaction of the conditions precedent thereto, Bank will make an
Acquisition Advance to Borrower to acquire the Boise Land in an amount not to
exceed the appraised value of the Boise Land (the "Boise Acquisition Advance").
The Boise Acquisition Advance shall be evidenced by a Term Note consistent with
the provisions of Section 1.4 of the Loan Agreement and payable consistent with
the provisions of Section 1.5 of the Loan Agreement; provided, however, that in
the event that all or a portion of the Development Tracts are sold during the
term of the Term Note evidencing the Boise Acquisition Advance, then Borrower
shall apply and pay on such Term Note an amount equal to the pro rata portion
that the appraised value of the Development Tract(s) sold bears to the appraised
value of the Boise Land as a whole on the closing date of each such sale. Upon
receipt of such proceeds, Bank shall release its deed of trust or mortgage on
such Development Tract(s) sold.
3. The Boise Acquisition Advance shall be secured by a first priority deed
of trust or mortgage on the Boise Land pursuant to the terms of Section 2.1 of
the Loan Agreement. In addition, Borrower shall comply with and satisfy all of
the terms and conditions contained in
Section 7.3 of the Loan Agreement to the satisfaction of Bank before Bank shall
be obligated to make or fund the Boise Acquisition Advance.
4. Except as modified and amended herein, all other terms, provisions,
conditions and obligations imposed under the terms of the Loan Agreement and the
otlier Loan Documents shall remain in full force and effect and are hereby
ratified and affirmed by Borrower. To the extent necessary, the other Loan
Documents are hereby amended to be consistent with the terms of this Amendment.
5. Borrower certifies and reaffirms by its execution hereof that the
representations and warranties set forth in the Loan Agreement and the other
Loan Documents are true as of this date, and that no Event of Default under the
Loan Agreement or any other Loan Document, and no event which, with the giving
of notices or passage of time or both, would become such an Event of Default,
has occurred as of execution hereof.
[SIGNATURE PAGE FOLLOWS]
2
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment
on the date first written above.
FIRST NATIONAL BANK OF OMAHA
By:
------------------------------------
Title:
---------------------------------
SUMMIT HOTEL PROPERTIES, LLC,
a South Dakota limited liability
company, by its Company Manager,
THE SUMMIT GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxxxxxx
------------------------------------
Xxxxx X. Xxxxxxxxxxx,
President
Acknowledged, accepted and consented to this 1st day of OCTOBER, 2004 by:
THE SUMMIT GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxxxxxx
---------------------------------
Xxxxx X. Xxxxxxxxxxx, President
3
