FIRST AMENDMENT TO AMENDED, RESTATED AND CONSOLIDATED LOAN AGREEMENT
Exhibit 10.3
FIRST AMENDMENT TO AMENDED, RESTATED
AND CONSOLIDATED LOAN AGREEMENT
This FIRST AMENDMENT TO AMENDED, RESTATED AND CONSOLIDATED LOAN AGREEMENT (this “First Amendment”) is entered into as of the __18th__ day of June, 2024 (the “Effective Date”), by and between AMERICAN FARMLAND COMPANY L.P., a Delaware limited partnership (“Borrower”), FARMLAND PARTNERS OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, FARMLAND PARTNERS INC., a Maryland corporation (the “Guarantors, and together with Borrower, the “Loan Parties”), and XXXXXXXX INVESTMENT COMPANY, a Tennessee corporation (“Lender”).
W I T N E S S E T H:
WHEREAS, Xxxxxxxx, Guarantors and Xxxxxx entered into that certain Amended, Restated and Consolidated Loan Agreement dated February 18, 2022 (the “Consolidated Loan Agreement”); and
WHEREAS, Xxxxxxxx, Guarantors and Xxxxxx have agreed to make certain amendments to the Consolidated Loan Agreement, as herein provided; and
WHEREAS, all terms used in this First Amendment but not defined herein shall have the same meaning as such terms are defined in the Consolidated Loan Agreement.
NOW, THEREFORE, for mutual considerations, the receipt and sufficiency of which are hereby acknowledged, Borrower, Guarantors and Lender agree as follows:
| (a) | Commitment. An amount equal to $75,000,000; |
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| (b) | Loan. The revolving credit loan in the principal amount of the Commitment, as evidenced by the Consolidation Agreement, as amended by that certain First Amendment to Consolidation of Notes and Modification and Extension Agreement of even date herewith and executed by Borrower, Guarantors and Lender (the “First Amendment to Consolidation Agreement”); provided the amounts advanced from time to time shall not exceed forty-five percent (45%) of the Appraised Value of the Properties, as determined by Lender based upon the most recent Appraisals. The Loan shall bear interest at an adjustable rate as set forth in the First Amendment to Consolidation Agreement with interest only payable quarterly and maturity on February 18, 2027; |
| (c) | Loan Documents. The Notes, the Consolidation Agreement, the First Amendment to Consolidation Agreement, the Deeds of Trust, the Deed of Trust Modifications, the Mortgages, the Mortgage Modifications, the Assignment of Leases, the Assignment of Leases Modifications, the Indemnity Agreements, the Consolidated Loan Agreement, the First Amendment to Amended, Restated and Consolidated Loan Agreement of even date herewith and executed by Xxxxxxxx, Guarantors and Lender (the "First Amendment to Loan Agreement"), the Guaranties and any other documents or instruments evidencing or securing the Loan; |
| (d) | Loan Proceeds. Funds disbursed or to be disbursed under the First Amendment to Consolidation Agreement pursuant to the Consolidated Loan Agreement as amended by the First Amendment to Loan Agreement; |
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| (e) | Obligations. All present and future debts, obligations and liabilities of Borrower and Owners to Lender arising pursuant to, or on account of, the provisions of the Consolidated Loan Agreement, as amended by the First Amendment to Loan Agreement, the Notes, as amended by the Consolidation Agreement or any of the other Loan Documents, including the obligations: (a) to pay all principal, interest, late charges, and other amounts due at any time under the Notes, as amended by the Consolidation Agreement; (b) to pay all expenses, indemnification payments, fees and other amounts due at any time under the Loan Documents, together with interest as provided in the Loan Documents; and (c) to perform, observe and comply with all of the terms, covenants and conditions, expressed or implied, which Borrower, Owners and Guarantors are required to perform, observe or comply with pursuant to the terms of the Loan Documents; |
| (f) | Step Down. The term “Step Down” is hereby deleted from the Consolidated Loan Agreement. |
“Section 2.1 Purpose of Loan. The Loan shall be used for general corporate purposes utilized by Borrower in its business. The Loan is for commercial purposes.”
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“Section 3.1 Use and Purposes. Xxxxxxxx agrees to borrow from Xxxxxx and Xxxxxx agrees to lend to Borrower the Loan Proceeds, such Loan Proceeds to be subject to all of the terms, provisions and conditions of this Consolidated Loan Agreement, as amended by the First Amendment to Loan Agreement. The Loan is a revolving line of credit and the outstanding principal balance of the Loan may, from time to time, increase or decrease and may be repaid and re-borrowed as provided in the Notes, as amended by the Consolidation Agreement, but shall never, at any one time, exceed the amount of the Commitment. Xxxxxxxx’s right to re-borrow expires at the earlier of an Event of Default under any of the Loan Documents or February 18, 2027 (“Maturity Date”).”
Section 3.4 Principal Reduction Payments. During the term of this Agreement, Borrower may at any time make principal reduction payments for the benefit of Lender without penalty or premium. Borrower shall make such payments by wire transfer to Farm Credit Mid-America pursuant to the wire transfer instructions attached as Exhibit A to the Consolidated Loan Agreement.
| 5. | Amendment to Section 3.5. Section 3.5 of the Consolidated Loan Agreement is hereby deleted and the following is substituted in lieu thereof: |
Section 3.5 Advance Authority. The following Persons are authorized to request Advances under the Loan: (i) Xxxx Xxxxxx, President and CEO, and (ii) Xxxxx Xxxxx, Treasurer and CFO. Borrower shall provide written notice to Lender of any additions or deletions as to the Persons authorized to request Advances from time to time.
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“Section 4.9. Opinion of Counsel. Borrower shall provide Lender with a current opinion from counsel to Xxxxxxxx and Guarantors, in form and substance as reasonably required by Lender.”
“The aggregate loan amount outstanding under the Loan from time to time shall not exceed forty-five percent (45%) of the Appraised Value of the Properties as determined by Xxxxxx during the prior twelve (12) months pursuant to updated Appraisals.”
“6.14.Unused Line of Credit Fee. An unused line of credit fee equal to twenty basis points (.20%) of the Loan amount ($75,000,000.00) minus the average outstanding principal balance of the Loan over the prior three (3) month period shall be assessed each quarter commencing September 1, 2024 and continuing thereafter until the Loan has been paid in full.
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[Signatures follow on separate page]
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by their duly authorized officers, as of the day and year first above written.
BORROWER:
AMERICAN FARMLAND COMPANY L.P.
a Delaware limited partnership
By: FPI Heartland GP LLC, a
Delaware limited liability company Its:General Partner
By: /s/ Xxxx Xxxxxx_______________
Name:Xxxx Xxxxxx
President & CEO
LENDER:
XXXXXXXX INVESTMENT COMPANY,
Tennessee corporation
By:/s/Xxxx X. Xxxxx __________________Gwin X. Xxxxx
President
GUARANTORS:
FARMLAND PARTNERS OPERATING PARTNERSHIP, L.P., a Delaware limited partnership
By: Farmland Partners OP GP, LLC, its sole general partner
By: Farmland Partners Inc., its sole member
By: /s/ Xxxx Xxxxxx___________________
Xxxx Xxxxxx
President & CEO
FARMLAND PARTNERS INC., a Maryland corporation
By: /s/ Xxxx Xxxxxx___________________
Xxxx Xxxxxx
President & CEO
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