SECOND AMENDMENT OF FIRST AMENDED AND RESTATED LOAN AGREEMENT
SECOND
AMENDMENT OF FIRST
AMENDED
AND RESTATED LOAN AGREEMENT
THIS SECOND AMENDMENT OF FIRST AMENDED
AND RESTATED LOAN AGREEMENT (“Amendment”) is made this 24th day of
July, 2010 among Summit Hotel Properties, LLC, a South Dakota limited liability
company (“Summit Hotel”), Summit Hospitality V, LLC, a South Dakota limited
liability company (“Summit Hospitality”) (Summit Hotel and Summit Hospitality
may be collectively referred to as “Borrowers”), First National Bank of Omaha, a
national banking association ("First National") as a Lender, Administrative
Agent and Collateral Agent for the Lenders, and Union Bank & Trust Company,
a Nebraska state banking corporation (“Union”), and amends that certain First
Amended and Restated Loan Agreement dated August 31, 2009 among Borrowers, Agent
and the Lenders party thereto (as amended, the “Loan Agreement”).
WHEREAS, pursuant to the Loan Agreement
and the other Loan Documents, Lenders party thereto extended the Loan to
Borrowers more fully described in the Loan Agreement;
WHEREAS, pursuant to that certain First
Amendment of First Amended and Restated Loan Agreement dated June 24, 2010, the
Termination Date was extended to July 24 2010 and the Loan Agreement was
otherwise amended as provided for therein;
WHEREAS, Borrowers have requested, and
Lenders have agreed, to extend the Termination Date to August 15, 2010;
and
WHEREAS, the parties hereto agree to
amend the Loan Agreement as provided for in this Amendment.
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 as amended in this Amendment, unless specifically defined
herein. The provisions of this Amendment shall become effective on
the date of this Amendment.
2. The
definition of the term “Termination Date” in Exhibit A of the Loan Agreement is
hereby amended to delete the reference to July 24, 2010 and inserting in lieu
thereof August 15, 2010. To the extent necessary, the other Loan
Documents are hereby amended consistent with the foregoing. The
termination of Borrowers' respective ability to request additional Advances
provided for in that certain Third Amended and Restated Term Note dated May 1,
2010 executed and delivered by Borrowers' in favor of First National will remain
effective and in full force and effect and is hereby ratified and affirmed by
Borrowers.
3. Except
as modified and amended herein, all other terms, provisions, conditions and
obligations imposed under the terms of the Loan Agreement and the other Loan
Documents shall remain in full force and effect and are hereby ratified and
affirmed by Borrowers. To the extent necessary, the other Loan
Documents are hereby amended to be consistent with the terms of this
Amendment.
4. Borrowers
each certify and reaffirm by their execution of this Amendment 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.
5. This
Amendment may be executed simultaneously in several counterparts, each of which
shall be deemed an original but which together shall constitute one and the same
instrument.
[SIGNATURE
PAGES FOLLOW]
IN
WITNESS WHEREOF, the parties have executed and delivered this Amendment on the
date first written above.
FIRST
NATIONAL BANK OF OMAHA
/s/
Xxxx X. Xxxxxx
By: ________________________
Xxxx X.
Xxxxxx,
Vice
President
SUMMIT
HOTEL PROPERTIES, LLC, a South Dakota limited liability company, by its Company
Manager, THE SUMMIT GROUP, INC.
/s/ Xxxxx X. Xxxxxxxxxxx
By: ________________________
Title:
Chief
Executive Officer & Manager
Dated:
7/29/2010
SUMMIT
HOSPITALITY V, LLC, a South Dakota limited liability company, by its member,
SUMMIT HOTEL PROPERTIES, LLC, a South Dakota limited liability company, by its
Company Manager, THE SUMMIT GROUP, INC.
/s/ Xxxxx X. Xxxxxxxxxxx
By: _________________________
Title:
Chief Manager
Dated:
7/29/2010
UNION
BANK & TRUST COMPANY
By: __________________________
Title:
