AMENDMENT TO CREDIT AGREEMENT

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Exhibit 10.1

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AMENDMENT TO CREDIT AGREEMENT

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THIS AMENDMENT CREDIT AGREEMENT (this “Amendment”) is made as of October 1, 2024, by and among MDR LANCER, LLC, a Delaware limited liability company, MDR GREENBRIER, LLC, a Delaware limited liability company, MDR SALISBURY, LLC, a Delaware limited liability company, and MDR CENTRAL AVENUE, LLC, a Delaware limited liability company (collectively, whether one or more in number, in any combination, the “Borrower” or “Borrowers”); and XXXXX FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

RECITALS:

A.Borrowers and Bank entered into that certain Credit Agreement dated as of June 10, 2022 (as the same may have been amended, supplemented, extended, renewed, restated or replaced from time to time, “Credit Agreement”), pursuant to which Bank agreed to make one or more extensions of credit (the “Loans”) to Borrowers on the terms and conditions set forth in the Credit Agreement.  Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Credit Agreement.  

B.The Loans are evidenced by one or more promissory notes made by Borrowers payable to the order of Bank (as the same may have been amended, supplemented, extended, renewed, restated or replaced from time to time, the “Notes”).  

C.Borrowers have requested and Bank has agreed, among other things, to amend the Credit Agreement, subject to the terms and conditions hereinafter set forth.  Borrowers desire to reaffirm their respective obligations, liabilities and indebtedness under the Loan Documents and the grant of security interests made therein or contemplated thereby.

D.Borrowers and Bank now desire to execute this Amendment to set forth their agreements with respect to the above referenced matters.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.Definitions.  All capitalized terms used in this Amendment will have the respective meanings assigned thereto in the Credit Agreement unless otherwise defined in this Amendment.

2.Amendment to Credit Agreement.  Subject to the conditions precedent set forth herein, and in reliance on the representations and warranties set forth herein, the Credit Agreement is hereby amended as follows:

(a)In the header paragraph of the Credit Agreement, the defined term “Borrower” is hereby modified and amended to mean MDR LANCER, LLC, a Delaware limited liability company, MDR GREENBRIER, LLC, a Delaware limited liability company, MDR SALISBURY, LLC, a Delaware limited liability company, and MDR CENTRAL AVENUE, LLC, a Delaware limited liability company (collectively, jointly and severally, whether one or more in number, in any combination, "Borrower"); and

(b)Each other occurrence of the term “Borrower” set forth in the Credit Agreement (or in the other Loan Documents) shall have the meaning set forth in the preceding paragraph.  

(c)In Section 1.2(a) of the Credit Agreement, an increase of the Line of Credit (occurring contemporaneously herewith) shall be further memorialized by deleting the text “One Million Five Hundred Thousand Dollars ($1,500,000.00)” appearing within such Section and replacing such text with the following:

“Four Million Dollars ($4,000,000.00)”

(d)The following text is hereby added to the Credit Agreement as a new Section 1.2(d):

(d) Guarantor has notified Bank of its intention to raise capital in an amount sufficient to redeem certain preferred shares as and when required by Guarantor’s articles of incorporation, other charter documents or agreements.  For the avoidance of doubt, by mutual

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agreement of Borrower, Guarantor and Bank, the Line of Credit may not be used, directly or indirectly, for the purpose of raising such capital or redeeming such shares.  

(e)The following text is hereby added to the Credit Agreement as a new Section 1.2(e):

(e)      Unused Commitment Fee for Line of Credit.  For any day in which the usage amount of the Line of Credit falls below the Unused Fee Threshold (hereinafter defined), Borrower shall pay to Bank a fee equal to one quarter of one percent (0.25%) per annum on such daily unused amount of the Line of Credit (all computed on the basis of a 360-day year, actual days elapsed), which fee shall be calculated on a quarterly basis by Bank and shall be due and payable by Borrower in arrears on the first day of each calendar quarter, commencing on January 1, 2025.  As used herein, the term “Unused Fee Threshold” shall mean (i) $1,500,000.00 prior to satisfaction of the Redemption Conditions, and (ii) $4,000,000.00 after satisfaction of the Redemption Conditions. 

3.Representations and Warranties.  Borrowers represent and warrant to Bank that:

(a)It has the power and authority to enter into and to perform this Amendment, to execute and deliver all documents relating to this Amendment, and to incur the obligations provided for in this Amendment, all of which have been duly authorized and approved in accordance with its corporate and organizational documents;

(b)This Amendment, and each of the agreements, documents and instruments executed by it pursuant hereto, shall constitute when executed its valid and legally binding obligation, enforceable against it in accordance with the terms thereof;

(c)All representations and warranties made in the Credit Agreement are true and correct as of the date hereof, with the same force and effect as if all representations and warranties were fully set forth herein;

(d)As of the date hereof, it has no offsets or defenses against the payment of any portion of the Loans and no claims against Bank; and

(e)No Event of Default exists, either before or immediately after giving effect to this Amendment.  

4.Waiver of Claims.  As a specific inducement to Bank without which the parties hereto acknowledge Bank would not enter into this Amendment and the other documents executed in connection herewith, Borrowers hereby waive any and all claims that such party may have against Bank, as of the date hereof, arising out of or relating to the Credit Agreement or any other Loan Document whether sounding in contract, tort or any other basis.

5.Conditions of Effectiveness.  This Amendment shall become effective upon satisfaction of the following conditions:

(a)Bank shall have received this Amendment duly executed by Xxxxxxxxx;

(b)Bank shall have received payment of all attorneys’ fees and expenses incurred by Bank in the preparation, negotiation, documentation, execution and delivery of this Amendment; and

(c)Bank shall have executed this Amendment.  

0.Xx Impairment.  This Amendment shall become a part of the Credit Agreement by reference and nothing herein contained shall impair the security now held for the Loans, nor waive, annul, vary or affect any provision, condition, covenant or agreement contained in the Credit Agreement except as herein amended, nor affect or impair any rights, powers or remedies under the Credit Agreement as hereby amended.  Furthermore, Bank does hereby reserve all rights and remedies it may have as against all parties who may be or may hereafter become primarily or secondarily liable for the repayment of the Loans.

7.Ratification; No Novation; Reaffirmation of Grant of Security Interests.  Borrowers promise and agree to pay and perform the obligations under the Loans in accordance with the terms of the Notes, the Credit Agreement and the other Loan Documents, in each case as hereby modified and amended, and further agrees to perform all of their requirements, conditions and obligations under the terms of the Notes, the Credit Agreement and other Loan Documents,

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as hereby modified and amended, all such documents being hereby ratified and affirmed.  The execution and delivery of this Amendment shall not constitute a novation or accord and satisfaction, or a modification of the lien, encumbrance or security title of the Credit Agreement or other Loan Documents.  Without limiting the generality of the foregoing, all collateral given by Borrowers prior to the date hereof to secure the Loans does and shall continue to secure the Loans under the Notes, the Credit Agreement and under the Loan Documents, in each case as hereby modified and amended and, except as provided in the Credit Agreement and the Loan Documents, no such collateral shall be released until the Loans have been satisfied and completely discharged.  Borrowers expressly reaffirm, ratify, reaffirm, confirm and approve all of the security interests, liens, pledges and mortgages made by it in favor of Bank prior to the date hereof, all of which shall be security for the prompt payment in full when due and the performance of the obligations under the Loans.  All references in the Loan Documents to the Credit Agreement shall hereinafter be deemed to be a reference to such document as amended by this Amendment.

8.Expenses.  This Amendment shall be closed without cost to Bank and all expenses incurred in connection with this closing, including, without limitation, all attorneys’ fees, recording and filing costs and appraisal fees are to be paid by Borrowers.  Bank is not providing legal advice or services to Borrowers.

9.Applicable Law.  This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to principles of conflict of laws.

10.Binding Effect.  This Amendment shall be binding on and inure to the benefit of any assignee or the respective successors and assigns of the parties hereto.

11.Counterparts Telecopied Signatures.  This Amendment may be executed in any number of counterparts and by different parties to this Amendment on separate counterparts, each of which, when so executed, shall be deemed an original but all such counterparts shall constitute one and the same instrument.  Any signature delivered by a party by facsimile transmission shall be deemed to be an original signature to this Amendment.

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[SIGNATURE PAGE FOLLOWS]

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AMENDMENT TO CREDIT AGREEMENT

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[SIGNATURE PAGE]

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IN WITNESS WHEREOF, the undersigned parties have caused this Amendment to be executed as of the day and year first above written.

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BORROWERS:

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MDR LANCER, LLC,

a Delaware limited liability company

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By: Medalist Diversified Holdings, L.P.,

a Delaware limited partnership,

Sole Member

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By: Medalist Diversified REIT, Inc.,

a Delaware corporation,

General Partner

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By: /s/ Xxxxx Xxxx (SEAL)

Xxxxx Xxxx, Chief Financial Officer

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MDR GREENBRIER, LLC,

a Delaware limited liability company

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By: Medalist Diversified Holdings, L.P.,

a Delaware limited partnership,

Sole Member

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By: Medalist Diversified REIT, Inc.,

a Delaware corporation,

General Partner

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By: /s/ Xxxxx Xxxx (SEAL)

Xxxxx Xxxx, Chief Financial Officer

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AMENDMENT TO CREDIT AGREEMENT

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[SIGNATURE PAGE]

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IN WITNESS WHEREOF, the undersigned parties have caused this Amendment to be executed as of the day and year first above written.

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BORROWERS (CONTINUED):

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MDR SALISBURY, LLC,

a Delaware limited liability company

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By: Medalist Diversified Holdings, L.P.,

a Delaware limited partnership,

Sole Member

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By: Medalist Diversified REIT, Inc.,

a Delaware corporation,

General Partner

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By: /s/ Xxxxx Xxxx (SEAL)

Xxxxx Xxxx, Chief Financial Officer

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MDR CENTRAL AVENUE, LLC,

a Delaware limited liability company

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By: Medalist Diversified Holdings, L.P.,

a Delaware limited partnership,

Sole Member

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By: Medalist Diversified REIT, Inc.,

a Delaware corporation,

General Partner

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By: /s/ Xxxxx Xxxx (SEAL)

Xxxxx Xxxx, Chief Financial Officer

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AMENDMENT TO CREDIT AGREEMENT

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IN WITNESS WHEREOF, the undersigned party has caused this Amendment to be executed as of the day and year first above written.

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BANK:

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XXXXX FARGO BANK, NATIONAL ASSOCIATION

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By: /s/ Xxxxxxx Xxxxxxx (SEAL)

Name: Xxxxxxx Xxxxxxx x

Title: Senior Vice President x