FIRST AMENDMENT TO LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is made and entered into effective as of August 14, 2020, between LF3 SOUTHAVEN, LLC, a Delaware limited liability company (the “Landlord Borrower”), LF3 SOUTHAVEN TRS, LLC, a Delaware limited liability company (the “Tenant Borrower” and, together with Landlord Borrower, individually and/or collectively, as the context may require, “Borrower”), COREY R. MAPLE (the “Guarantor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as lender (the “Lender”).
W I T N E S S E T H:
WHEREAS, Borrower and Lender are parties to that certain Loan Agreement dated as of February 21, 2020, as affected by that certain Forbearance Agreement (the “Forbearance Agreement”) entered into as of April 22, 2020 to be effective as of May 1, 2020 (as may be or as may have been amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Loan Agreement”);
WHEREAS, Borrower executed and delivered to the Lender that certain Term Loan Note dated as of February 21, 2020 (the “Note”);
WHEREAS, the Guarantor executed a Guaranty dated as of February 21, 2020 (the “Guaranty”), to secure the liabilities and obligations of the Borrower under the Loan Agreement;
WHEREAS, pursuant to the Forbearance Agreement, the Lender agreed to (i) forbear from exercising its remedies during the Forbearance Period with respect to Borrower’s failure to make interest payments that were to become due and payable during the Forbearance Period (that being the payments due on May 1, 2020, June 1, 2020 and July 1, 2020) which constitute Events of Default under Section 6.1(a) of the Loan Agreement (collectively, the “Projected Events of Default”), and (ii) to defer such interest payments on the Loan, provided that such accrued interest, in an amount equal to $126,110.04 was paid-in-kind and added to the outstanding principal balance of the Loan (the “PIK Interest”);
WHEREAS, the Borrower has requested that the Lender (a) waive the Projected Events of Default and (b) make certain modifications to the financial covenants set forth in the Loan Agreement;
WHEREAS, the Lender has agreed to waive the Projected Events of Default and such requested modifications, subject to (i) the amendment of the Loan Agreement as further set forth herein to, among other things, (a) add a minimum monthly liquidity requirement, (b) provide for additional reporting requirements, (c) add a limitation on equity distributions, (d) add a limitation on capital expenditures relating to the Site, and (e) add a limitation on payment of guarantor fees, and (ii) an amendment and restatement of the Term Note to add certain additional prepayment provisions;
WHEREAS, the Guarantor desires to reaffirm the terms of the Guaranty as a condition precedent to this Amendment becoming effective; and
WHEREAS, the Borrower, Guarantor and the Lender desire to amend the Loan Agreement as more particularly described herein.
NOW, THEREFORE, for and in consideration of the above premises, Ten Dollars in hand paid and other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, the Borrower, the Guarantor and the Lender hereby agree as follows:
1.Capitalized Terms. Capitalized terms used herein but not defined herein shall have the respective meanings ascribed thereto in the Loan Agreement.
2.Waiver of Projected Events of Default. The Lender hereby waives the Projected Events of Default and agree not to pursue any remedies under the Loan Agreement or any of the other Loan Documents solely as a result of the Projected Events of Default. Other than the Projected Events of Default, the Lender does not waive any other