Amendment No. 1 to Second Amended and Restated Loan Agreement
AND MODIFICATION TO LOAN DOCUMENTS
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LOAN AGREEMENT AND MODIFICATION TO LOAN DOCUMENTS (this “Agreement”), dated as of June 30, 2020, relating to the Second Amended and Restated Loan Agreement, dated as of July 2, 2019 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Loan Agreement”), by and among AURORA CONVENTION CENTER HOTEL, LLC, a Delaware limited liability company (“Borrower”), AURORA CONVENTION CENTER HOTEL LESSEE, LLC, a Delaware limited liability company (“Operating Lessee”), the LENDERS from time to time party thereto (collectively, the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (“Administrative Agent”).
WHEREAS, Borrower and Operating Lessee have notified Administrative Agent and the Lenders that such entities are experiencing or anticipate to experience material adverse changes in their financial position and prospects as a direct result of the COVID-19 outbreak and, as such, Borrower, Operating Lessee, and the other Loan Parties have requested, and Administrative Agent and the Requisite Lenders (as defined below) have agreed, to modify certain provisions of the Existing Loan Agreement and other Loan Documents; and
WHEREAS, pursuant to Section 13.12 of the Existing Loan Agreement, Borrower, Operating Lessee, Administrative Agent and the Lenders party hereto (representing the Requisite Lenders required pursuant to Section 13.12 of the Existing Loan Agreement) (collectively, the “Requisite Lenders”), agree to amend the Existing Loan Agreement, as well as modify certain other Loan Documents, on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings given to them in the Existing Loan Agreement. The rules of interpretation set forth in the Existing Loan Agreement are hereby incorporated by reference herein, mutatis mutandis. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Existing Loan Agreement or any other Loan Document shall, after this Agreement becomes effective, refer to the Existing Loan Agreement or such other Loan Document as amended hereby.
SECTION 2.DSCR Reserve Account Funds. Notwithstanding anything to the contrary in the Existing Loan Agreement, the Cash Management Agreement or the Operating Lessee Cash Management Agreement, during a Cash Sweep Period, Administrative Agent shall, promptly following Borrower’s or Operating Lessee’s request, no more than once per month, so long as no Default or Potential Default (except for a Potential Default which is to be cured from such disbursement of funds on deposit in the DSCR Reserve Account) has occurred, disburse funds on deposit in the DSCR Reserve Account to Borrower or Operating Lessee, as applicable, to fund debt service on the Loan, operating expenses at the Property pursuant to the terms of the Management Agreement, and such other uses as reasonably approved by Administrative Agent, in each case only to the extent that there is insufficient cash flow from the Property for such month or from other sources (including, without limitation, any amounts received from business interruption insurance or any governmental entity in the form of a loan, grant, subsidy, bail-out or otherwise,