Exhibit 10.1

 

AMERICAN REALTY CAPITAL HOSPITALITY PORTFOLIO SMT ALT, LLC

c/o American Realty Hospitality Trust, Inc.

405 Park Avenue

New York, NY 10022

 

February 11, 2016

 

Summit Hotel OP, LP

Each of the Sellers listed on Schedule 1 attached hereto

c/o Summit Hotel Properties, Inc.

12600 Hill Country Boulevard, Suite R-100
Austin, TX 78738

Attention: Chris Eng, Senior Vice President, General Counsel & Chief Risk Officer

 

Dear Chris:

 

Reference is made to that certain Real Estate Purchase and Sale Agreement, dated as of June 2, 2015, by and among the sellers listed on Schedule 1 attached thereto (each a “ Seller ” and collectively “ Sellers ”), Summit Hotel OP, LP (“ Summit ”) and American Realty Capital Hospitality Portfolio SMT, LLC (“ Original Purchaser ”), as amended pursuant to that certain letter agreement dated as of July 15, 2015 (the “ July 15 Letter Agreement ”), that certain letter agreement dated as of August 21, 2015 (the “ August 21 Letter Agreement ”) and that certain extension notice dated as of October 26, 2015 (the “ Extension Notice ” and collectively with the July 15 Letter Agreement and the August 21 Letter Agreement, the “ Purchase Agreement ”).  Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.

 

Pursuant to that certain Termination Agreement dated as of December 29, 2015 by and among Sellers, Summit and Original Purchaser (the “ Termination Agreement’ ), the Purchase Agreement was terminated prior to the Closing.

 

Sellers, Summit and American Realty Capital Hospitality Portfolio SMT ALT, LLC (“ New Purchaser ”) desire to reinstate the Purchase Agreement subject to the terms and conditions of this letter agreement (this “ Reinstatement ”) and to substitute as the Purchaser under the Purchase Agreement New Purchaser for Original Purchaser.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Sellers, Summit and New Purchaser hereby agree as follows:

 

1.              Reinstatement of Purchase Agreement .  Notwithstanding the prior termination of the Purchase Agreement or any provision to the contrary contained in the Termination Agreement, the termination of the Purchase Agreement is hereby revoked and, except as expressly modified by this Reinstatement, the Purchase Agreement shall be, and hereby is, reinstated in its entirety and shall be in full force and effect as if the same had never been terminated.  In furtherance thereof, the Termination Agreement shall be null and void and of no further force and effect except as provided in Section 3 below.

 

 

2.              Substituted Purchaser .  New Purchaser is hereby substituted as the Purchaser under the Purchase Agreement in lieu of Original Purchaser, and Sellers, Summit and New Purchaser acknowledge and agree that Original Purchaser shall have no further rights or obligations of any kind whatsoever under the Purchase Agreement.  All references in the Purchase Agreement to Purchaser shall be deemed to refer to New Purchaser.  All notices previously given by Original Purchaser to Sellers or Summit under the Purchase Agreement shall be deemed to have been given by New Purchaser.

 

3.              Original Deposit .  Pursuant to the Termination Agreement, Sellers, as their sole and exclusive remedy, recovered the Deposit as liquidated damages in full satisfaction of any and all claims against Original Purchaser.  The Deposit recovered by Sellers shall not be credited against the Purchase Price due at Closing by New Purchaser.  Sellers and Summit acknowledge and agree that the Deposit previously recovered by Sellers satisfied any and all claims against Original Purchaser arising out of, relating to or in connection with the Purchase Agreement and/or the Termination Agreement and that New Purchaser shall have no rights to the Original Deposit and shall have no liability or obligation arising out of, relating to or in connection with the prior termination of the Purchase Agreement.

 

4.              New Deposit .  Concurrent with the date of this Reinstatement, Sellers, New Purchaser and Escrowee shall execute deposit escrow instructions in the form attached hereto as Exhibit A (the “ New Deposit Escrow Instructions ”) and, concurrently therewith, New Purchaser, or Sellers on behalf of New Purchaser, shall deliver to Escrowee new earnest money in the amount of $7,500,000 (the “ New Deposit ”), subject to the terms of the Purchase Agreement and this Reinstatement.  The term “New Deposit” shall mean the New Deposit and shall include interest earned thereon.  All references in the Purchase Agreement to the Deposit shall be deemed to refer to the New Deposit, and all references in the Purchase Agreement to the Initial Deposit and the Additional Deposit shall be deleted.  The New Deposit shall be held and disbursed in accordance with the Purchase Agreement, and shall be further disbursed in accordance with Section 6 and/or Section 8 of this Reinstatement.   The Deposit Escrow Instructions attached as Exhibit B to the Purchase Agreement are hereby deleted and replaced with the New Deposit Escrow Instructions, and all references in the Purchase Agreement to the Deposit Escrow Instructions shall be deemed to refer to the New Deposit Escrow Instructions.  The New Deposit shall be allocated among each of the Hotel Assets in accordance with the relative Allocated Purchase Prices of such Hotel Assets (each, an “ Allocated Deposit ”).  Section 2.1.1 of the Purchase Agreement is deemed to be deleted in its entirety.

 

5.              New Closing Date .  Section 4.1 of the Purchase Agreement is hereby amended to read in its entirety as follows:

 

4.1           Closing Date .  The closing of the transactions contemplated hereby (the “ Closing ”) shall occur through escrow at 4:00 p.m. (New York time) on December 30, 2016, or at such later date as the Closing may be adjourned or extended (including,

 

 

without limitation as set forth in Section 3.1.3) in accordance with the express terms of this Agreement (the “ Closing Date ”).  Notwithstanding the foregoing and unless prohibited by Section 7 of the Reinstatement of this Agreement dated February 11, 2016, Purchaser shall hereby have the right to cause the Closing Date to occur on any Business Day prior to December 30, 2016 upon providing notice to such effect to Summit and Sellers at least 30 days prior to such desired Closing Date.

 

The Closing shall take place at the New York, New York office of Proskauer Rose LLP, or such other place as Sellers and Purchaser shall agree in writing.  The Closing shall be a so-called “New York style” closing.  For the avoidance of doubt, the provisions of Section 7.1 and 7.2 shall apply if the Closing does not occur on or prior to the then-scheduled Closing Date and such date is not properly and timely extended in accordance with the terms hereof.  Sellers may elect, by written notice to Purchaser and without the consent of Purchaser, to defer the Closing pursuant to Sellers’ rights expressly set forth herein.

 

6.              Default and Remedies .  Sections 7.1.1, 7.1.2 and 7.2.2 of the Purchase Agreement are hereby amended to read in their entirety as follows:

 

7.1.1        Seller’s Pre-Closing Default; Purchaser’s Pre-Closing Remedies .  If any Seller breaches its obligations under this Agreement prior to the Closing in any material respect and such breach has not been cured within 30 days after written notice thereof from Purchaser (provided that the parties agree and acknowledge that if such 30-day period would exceed the Closing Date, at their option, Sellers may extend the Closing Date for the period required to effect such cure, but not beyond the date which is 30 days after Purchaser’s foregoing written notice), then, as Purchaser’s sole and exclusive remedy hereunder and at Purchaser’s option, Purchaser may, upon notice to Sellers, given not more than 15 Business Days after the expiration of such cure period:  (a) terminate this Agreement in its entirety by giving Sellers written notice of such election prior to or at the Closing, and (i) the Deposit then held by Escrowee (and any interest thereon) shall (to the extent of the then outstanding principal amount of the Loan Agreement) be remitted to Summit, or its permitted assign under the Loan Agreement, and automatically applied towards any then outstanding principal balance of that certain Loan Agreement dated February 11, 2016 between Summit Hotel OP, LP and American Realty Capital Hospitality Trust, Inc. (“ Loan Agreement ”) and the remaining balance, if any, of the Deposit then held by Escrowee (and any interest thereon) shall be remitted to and may be retained by Purchaser, and (ii) recover from the applicable Sellers all of Purchaser’s reasonable out-of-pocket expenses incurred in connection with this Agreement and the transactions contemplated hereby, including, but not limited to, its reasonable legal fees and diligence costs, which reimbursement in the aggregate amount amongst all Sellers shall not exceed $644,882; (b) waive the default and proceed to the Closing (subject to the terms of this Agreement); or (c) if applicable, elect to treat the Hotel Asset with respect to which such breach of representation or warranty occurred as an Excluded Representation Asset and proceed to the Closing (subject to the terms of this Agreement) with respect to the other applicable Hotel Assets.

 

 

7.1.2        Failure to Satisfy Purchaser Closing Conditions .  Without derogating from Purchaser’s rights under Section 7.1.1, if on the Closing Date any of the Purchaser Closing Conditions are not satisfied with respect to the Closing (other than as a result of a material default by Purchaser hereunder), then Purchaser may elect, at Purchaser’s option and as Purchaser’s sole remedy, to either (i) waive such condition and proceed to the Closing; or (ii) elect to terminate this Agreement in its entirety by giving Sellers written notice of such election prior to or at the Closing and the Deposit then held by Escrowee (and any interest thereon) shall (to the extent of the then outstanding principal amount of the Loan Agreement) be remitted to Summit, or its permitted assign under the Loan Agreement, and automatically applied towards any then outstanding principal balance of the Loan Agreement and the remaining balance, if any, of the Deposit then held by Escrowee (and any interest thereon) shall be remitted to and may be retained by Purchaser.

 

7.2.2        Failure to Satisfy Seller’s Closing Conditions .  Without derogating from Seller’s rights as set forth in Section 7.2.1, if on the Closing Date any of the Seller Closing Conditions are not satisfied (other than as a result of a material default by any Seller hereunder) with respect to the Closing, then Sellers may elect, at Sellers’ option and as Sellers’ sole remedy, to either (i) waive such condition and proceed to the Closing or (ii) terminate this Agreement in its entirety, whereupon the Deposit (or balance thereof) then held by Escrowee shall be forfeited to Sellers as liquidated damages (to be allocated amongst them in the same manner as the Purchase Price would have been allocated if the Closing had occurred), it being agreed between the parties hereto that the actual damages to Sellers in such event are impractical to ascertain and the amount of the forfeited Deposit is a reasonable estimate thereof and shall be and constitute valid liquidated damages.

 

7.              Non-Exclusivity .  Prior to the Closing, Sellers shall have the right to continue marketing, and ultimately sell, without the consent of Purchaser, any or all of the Hotel Assets to a bona fide third party purchaser that is not an Affiliate of any Seller or Summit.  As a result of the aforementioned, Section 12.19 of the Purchase Agreement is hereby null and void.  Following Sellers’ request and at Sellers’ sole cost and expense, and subject to any confidentiality or non-disclosure limitations, Purchaser shall furnish to Sellers (without representation or warranty of any kind) all property improvement plans related to the Hotels in Purchaser’s possession for use by Sellers in their marketing efforts.  Sellers shall promptly notify Purchaser if any Seller or any of its Affiliates enters into a purchase agreement to sell one or more of the Hotel Assets.  If a Hotel Asset is under contract to be sold to a bona fide third party purchaser that is not an Affiliate of any Seller or Summit, Purchaser shall have no right to close on the purchase of such Hotel Asset(s) under the terms of the Purchase Agreement until such time as Purchaser receives notice from Sellers that the Hotel Asset(s) is no longer under contract to be sold to a bona fide third party purchaser that is not an Affiliate of any Seller or Summit.  If the applicable Seller(s) sells any Hotel to a third party purchaser, then (i) the Purchase Agreement shall terminate as to such Hotel Asset (an “ Excluded Sold Asset ”), (ii) all references under the Purchase Agreement to such Excluded Sold Asset shall be deemed deleted and such Excluded Sold Asset shall not be deemed a “Real Property”, “Hotel Asset” or part of the “Property” for any purpose under the Purchase Agreement, (iii) the Purchase Price shall be reduced by the Allocated Purchase Price applicable to such Excluded Sold Asset, and (iv) neither Sellers nor Purchaser shall have any

 

 

further rights or obligations under the Purchase Agreement with regard to such Excluded Sold Asset, except for the rights and obligations thereunder which expressly survive termination of the Purchase Agreement.

 

8.              Excluded Assets .  If any (but less than all) of the Hotel Assets becomes an Excluded Title Asset, Excluded Casualty Asset, Excluded ROFO/ROFR Asset, Excluded Representation Asset and/or Excluded Sold Asset (each, an, “ Excluded Asset ”), then (i) as provided in Sections 3.1.3, 4.8, 5.2.2 and 8.2.1(a) of the Purchase Agreement and in Section 7 of this Reinstatement, the Purchase Price shall be reduced by the Allocated Purchase Price applicable to such Excluded Asset, and (ii) notwithstanding anything to the contrary in Sections 3.1.3, 4.8, 5.2.2 and 8.2.1(a) of the Purchase Agreement, the full amount of the New Deposit shall be retained by Escrowee to be applied in accordance with the terms of the Purchase Agreement and this Reinstatement.  If all of the Hotel Assets become Excluded Assets, then the New Deposit shall (to the extent of the then outstanding principal amount of the Loan Agreement) be remitted to Summit, or its permitted assign under the Loan Agreement, and automatically applied towards any then outstanding principal balance of the Loan Agreement and the remaining balance, if any, of the New Deposit shall be remitted to and may be retained by Purchaser.  In addition, if at any time the Purchase Price is reduced to less than $7,500,000 (due to the reduction in the Purchase Price by the Allocated Purchase Prices applicable to Excluded Assets), then the excess of the New Deposit over then Purchase Price shall (to the extent of the then outstanding principal amount of the Loan Agreement) be remitted to Summit, or its permitted assign under the Loan Agreement, and automatically applied towards any then outstanding principal balance of the Loan Agreement and the remaining balance, if any, of the New Deposit over the Purchase Price shall be remitted to and may be retained by Purchaser.

 

9.              Other Summit Agreement .  The term Other Summit Agreement (as defined in the August 21 Letter Agreement) shall mean that certain Purchase and Sale Agreement dated as of June 2, 2015, as amended, between Original Purchaser, the sellers party thereto and Summit.  Sellers, Summit and New Purchaser agree that Summit and Sellers’ obligation to incur and spend an aggregate of $500,000 for PIP Expenditures referenced in those certain letter agreements dated August 21, 2015 related to the Purchase Agreement and the Other Summit Agreement is hereby terminated in its entirety.

 

10.           Binding Effect .  This Reinstatement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

 

11.           Counterparts .  This Reinstatement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same agreement.

 

 

Sincerely,
AMERICAN REALTY CAPITAL HOSPITALITY PORTFOLIO SMT ALT, LLC
By:	/s/ Paul C. Hughes
	Name:	Paul C. Hughes
	Title:	Authorized Signatory

 

 

SUMMIT HOTEL OP, LP, a Delaware limited partnership

(Individually and in accordance with Section 14.20 of the Purchase Agreement on behalf of each Seller)

 

By: SUMMIT HOTEL GP, LLC,
	its general partner
By: SUMMIT HOTEL PROPERTIES, INC.,
	its sole member
	By:	/s/ Christopher R. Eng
		Name:	Christopher R. Eng
		Title:	Senior Vice President, General Counsel, Chief Risk Officer and Secretary

 

SUMMIT HOSPITALITY I, LLC, a Delaware limited liability company

 

By:	/s/ Christopher R. Eng
	Name:	Christopher R. Eng
	Title:	Senior Vice President, General Counsel, Chief Risk Officer and Secretary

 

 

EXHIBIT A

 

New Deposit Escrow Instructions

 

 

DEPOSIT ESCROW INSTRUCTIONS

 

	Escrow Officer:  Annette Labrecque Comer
	Escrow No.:
	Phone No.:  617.933.2441
	Date:  February 11, 2016

 

TO:                            Stewart Title Guaranty Company
One Washington Mall, Suite 1400
Boston, Massachusetts 02108
Attn:  Annette Labrecque Comer

 

The amount of Seven Million Five Hundred Thousand and No/100 Dollars ($7,500,00.00) (such amount, together with any additional deposit hereafter made by American Realty Capital Hospitality Portfolio SMT ALT, LLC, a Delaware limited liability company (“ Purchaser ”), and all interest earned thereon, being referred to herein as the “ Escrow Deposit ”) is deposited with Stewart Title Guaranty Company (“ Escrow Agent ”) in escrow by Purchaser, pursuant to that certain Real Estate Purchase and Sale Agreement (the “ Agreement ”), dated as of June 2, 2015, as amended, as terminated and subsequently reinstated on February 11, 2016, by and among the sellers listed on Schedule 1 thereto (collectively, “ Sellers ”), Summit Hotel OP, LP, a Delaware limited partnership (“ Summit ”) and Purchaser.  Summit shall serve as the representative of Sellers (in such capacity, the “ Seller Representative ”) for all purposes of these Deposit Escrow Instructions.  Capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in the Agreement.

 

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Seller Representative, Purchaser and Escrow Agent, the parties hereby agree as follows:

 

Escrow Agent hereby acknowledges receipt of $7,500,000 from Purchaser.  As Escrow Agent, you are hereby directed to, and you shall, hold, deal with and dispose of the Escrow Deposit in accordance with the following terms and conditions:

 

1.               You shall hold the Escrow Deposit until: (i) you are in receipt of a joint order by the Seller Representative and Purchaser as to the disposition of the Escrow Deposit (or any portion thereof) or (ii) you are in receipt of a written demand (each, a “ Demand ”) from either the Seller Representative or Purchaser for the payment of the Escrow Deposit (or any portion thereof).  Upon receipt of any Demand, you shall notify the other party to the Agreement no later than one Business Day after receipt of the Demand, enclosing a copy of the Demand.  If within five Business Days after the non-demanding party has received your notice of your receipt of the Demand, you have not received from the non-demanding party its notice of objection to the Demand, which notice shall set forth the reasons for such objection, then you shall promptly disburse the Escrow Deposit (or the applicable portion thereof) as requested by the Demand.  If within said five Business Day-period you receive from the non-demanding party a notice of objection to the Demand, then you shall notify the demanding party, enclosing a copy of the notice of objection, and shall continue to

 

 

hold the Escrow Deposit (or the applicable portion thereof) until you are in receipt of a joint order as aforesaid or a final non-appealable order of a court of competent jurisdiction with respect to the distribution of the Escrow Deposit (or the applicable portion thereof), but after 120 days you may deposit the Escrow Deposit (or the applicable portion thereof) with a court of competent jurisdiction in New York City.

 

2.               Notwithstanding the foregoing, as Escrow Agent, you are hereby expressly authorized and directed to regard, comply with and obey any and all final, non-appealable orders, judgments or decrees entered or issued by any court of competent jurisdiction, and in case you comply with or obey any such order, judgment or decree of any such court, you shall not be liable to either of the other parties hereto or any other person or entity by reason of such compliance or obedience.  In case of any suit or proceeding regarding these Deposit Escrow Instructions to which you are or may at any time be a party, the Seller Representative and Purchaser agree that the non-prevailing party shall pay to you upon demand all reasonable costs and expenses incurred by you in connection therewith.

 

3.               You shall not charge any escrow fee in respect of your duties hereunder.

 

4.               As Escrow Agent, you shall invest the Escrow Deposit as and to the extent Purchaser may direct.

 

5.               All notices, demands, requests or other communications hereunder must be in writing and shall be (i) personally delivered, (ii) delivered by express mail, Federal Express or other comparable overnight courier service, (iii) telecopied, with telephone confirmation within one Business Day or (iv) mailed to the party to which the notice, demand, request or other communication is being made by certified or registered mail, postage prepaid, return receipt requested, to the respective addresses for the Seller Representative, Purchaser and you, as Escrow Agent as herein provided.  All notices (x) shall be deemed to have been received on the date that the same shall have been delivered in accordance with the provisions of this Section 5 and (y) may be given either by a party or by such party’s attorneys.  Any party may, from time to time, specify as its address for purposes of these Deposit Escrow Instructions any other address upon the giving of 10 days’ prior written notice thereof to the other parties.

 

6.               The Seller Representative and Purchaser may act hereunder either directly or through their respective attorneys:

 

Purchaser’s attorney is:

 

Proskauer Rose LLP
11 Times Square
New York, New York 10036
Attn:  Steven L. Lichtenfeld, Esq. and Jeffrey A. Horwitz, Esq.
Facsimile No.:  (212) 969-2900
Telephone No.:  (212) 969-3735; (212) 969-3229

 

 

7.               These Deposit Escrow Instructions are being entered into to implement the Agreement and shall not (nor be deemed to) amend, modify or supersede the Agreement or act as a waiver of any rights, obligations or remedies set forth therein; provided, however, that you, as Escrow Agent, may rely solely upon these Deposit Escrow Instructions.

 

8.               The Seller Representative and Purchaser each hereby authorize you, as Escrow Agent, to designate the investment depository of the Escrow Deposit to act as and perform the duties and obligations of the “reporting person” with respect to the transactions contemplated by the Agreement for purposes of 26 C.F.R. Section 1.6045-4(e)(5) relating to the requirements for information reporting on real estate transactions closed on or after January 1, 1991.

 

9.               Notwithstanding anything to the contrary herein or in the Agreement, Purchaser shall have the right to assign all of its right, title and interest in and to these Deposit Escrow Instructions, in part in respect of a particular Hotel Asset, to the Permitted Assignee to which the interests of Purchaser in and to the Agreement is assigned in respect of such Hotel Asset.

 

10.        These Deposit Escrow Instructions may be signed in any number of counterparts each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

 

[ Remainder of Page Intentionally Left Blank ]

 

 

Acknowledged and agreed this 11 th  day of February, 2016.

 

	THE SELLER REPRESENTATIVE:
	Summit Hotel OP, LP , a Delaware limited partnership
	By:	Summit Hotel GP, LLC
		its general partner
	By:	Summit Hotel Properties, Inc.,
		its sole member
	By:	/s/ Christopher R. Eng
		Name:	Christopher R. Eng
		Title:	Senior Vice President, General Counsel, Chief Risk Officer and Secretary
	c/o Summit Hotel Properties Inc.
	12600 Hill Country Boulevard, Suite R-100
	Austin, Texas 78738
	Attn: Chris Eng, Senior Vice President, General Counsel & Chief Risk Officer
	Facsimile No.: (512) 538-2333
	Telephone No.: (512) 538-2307

 

 

Acknowledged and agreed this 11 th  day of February, 2016.

 

	PURCHASER:
	American Realty Capital Hospitality Portfolio SMT ALT, LLC , a Delaware limited liability company
	By:	/s/ Paul C. Hughes
		Name:	Paul C. Hughes
		Title:	Authorized Signatory
	c/o American Realty Capital Hospitality Trust, Inc.
	405 Park Avenue
	New York, New York 10022
	Attn: Legal Department
	Facsimile No.: (212) 421-5799
	Telephone No.: (646) 558-1154
	With a copy to:
	Proskauer Rose LLP
	11 Times Square
	New York, New York 10036
	Attn: Steven L. Lichtenfeld, Esq. and
	Jeffrey A. Horwitz, Esq.
	Facsimile No.: (212) 969-2900
	Telephone No.: (212) 969-3735; (212) 969-3229

 

 

Acknowledged and agreed this 11th day of February, 2016.

 

	STEWART TITLE GUARANTY COMPANY
	By:	/s/ Annette M. Comer
		Name:	Annette M. Comer
		Title:	Vice President
	Stewart Title Guaranty Company
	One Washington Mall, Suite 1400
	Boston, Massachusetts 02108
	Attn: Annette Labrecque Comer
	Telephone No.: (617) 933-2441

 

Exhibit 10.2

 

LOAN AGREEMENT

 

LOAN AGREEMENT, dated as of February 11, 2016 (as amended, supplemented or otherwise modified, this “ Agreement ”) is made between American Realty Capital Hospitality Trust, Inc., a Maryland corporation (the “ Borrower ”) and Summit Hotel OP, LP (the “ Lender ”).

 

WHEREAS, the Lender has made an advance as of the date hereof to the Borrower in an aggregate original principal amount of $27,500,000 (the “ Loan ”);

 

WHEREAS, for good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto shall become obligated under this Agreement.

 

THEREFORE, the parties hereto agree as set forth herein.

 

1.                                       Use of Proceeds .  The proceeds of the Loan made by the Lender on the date hereof will be applied by the Borrower as follows: (i) an amount equal to $20,000,000 (the “ Summit III Advance ”) shall be applied toward the payment of a portion of the purchase price under that certain Real Estate Purchase and Sale Agreement, dated June 2, 2015, by and among American Realty Capital Hospitality Portfolio SMT, LLC, as Purchaser, the Sellers party thereto, and Summit Hotel OP, LP, in its capacity as Seller Representative for the Sellers (as amended, supplemented or otherwise modified, the “ Summit III Purchase Agreement ”), and (ii) the remaining amount equal to $7,500,000 (the “ Summit II Advance ”) shall be applied toward the deposit to be made pursuant to that certain letter agreement dated the date hereof between American Realty Capital Hospitality Portfolio SMT ALT, LLC and Summit Hotel OP, LP and each of the Sellers identified therein, reinstating that certain Real Estate Purchase and Sale Agreement, dated June 2, 2015, by and among American Realty Capital Hospitality Portfolio SMT, LLC, as Original Purchaser, the Sellers party thereto, and Summit Hotel OP, LP, in its capacity as Seller Representative for the Sellers (as amended, supplemented or otherwise modified, the “ Summit II Purchase Agreement ”).

 

2.                                       Repayment of Principal .  The entire principal amount of the Loan, and any accrued and unpaid interest, shall be due and payable on February 11, 2017 (such date, as it may be extended pursuant to section 3 below, the “ Maturity Date ”).  The Borrower shall repay a portion of the principal amount of the Loan in an aggregate amount equal to $5,000,000, to be paid in installments of $1,000,000 on the last day of each of May, June, July, August and September 2016 (the “ Amortization Payments ”). The Loan may be prepaid in whole or in part at any time, without payment of any penalty or premium.

 

3.                                       Extension of Maturity Date . The Maturity Date may be extended at the option of the Borrower as follows:

 

(a)                                  At least thirty (30) days but not more than ninety (90) days prior to the initial Maturity Date (the “ First Extension Notice Period ”), the Borrower, by written notice to the Lender, may request a one-year extension of the initial Maturity Date (the “ First Extension ”). The initial Maturity Date shall be extended to February 11, 2018 (the “ First Extended Maturity Date ”) upon (i) the payment in cash on or prior to the initial Maturity Date of the portion of accrued interest that would otherwise be paid in kind under section 4(a)(ii) and (ii) the delivery by the Borrower to the Lender, at any time during the First Extension Notice Period or otherwise on or prior to the initial Maturity Date, of a certificate signed by an officer of the Borrower stating that no Event of Default has occurred and is continuing or would result from such extension.

 

 

(b)                                  At least thirty (30) days but not more than ninety (90) days prior to the First Extended Maturity Date, if applicable (the “ Second Extension Notice Period ”), the Borrower, by written notice to the Lender, may request a second one-year extension of the Maturity Date (the “ Second Extension ”). The Maturity Date shall be extended to February 11, 2019 (the “ Second Extended Maturity Date ”) upon (i) the payment in cash on or prior to the First Extended Maturity Date of the portion of accrued interest that would otherwise be paid in kind under section 4(b)(ii) and (ii) the delivery by the Borrower to the Lender, at any time during the Second Extension Notice Period or otherwise on or prior to the First Extended Maturity Date, if applicable, of a certificate signed by an officer of the Borrower stating that no Event of Default has occurred and is continuing or would result from such extension.

 

(c)                                   As of the date of any applicable extension pursuant to this section 3, unless otherwise specified, any and all references in the Loan to the “Maturity Date” shall refer to the Maturity Date as so extended.

 

4.                                       Interest on Unpaid Principal Balance .  Interest payments shall be made as set forth in this Section 4 and interest shall accrue on the unpaid principal amount of the Loan at a rate of:

 

(a)                                  from the date of the Loan to the initial Maturity Date, thirteen percent (13.0%) per annum (the “ Basic Interest Rate ”) until the principal amount has been paid in full and the Loan has been fully satisfied on the initial Maturity Date (or such earlier date upon which the entire principal amount of the Loan and all interest thereon has been paid in full), of which (i) a portion of the Basic Interest Rate equal to nine percent (9.0%) per annum shall be paid in cash on the last day of each calendar month commencing with February 29, 2016 (each such date, an “ Interest Payment Date ”) and (ii) the remaining portion of the Basic Interest Rate equal to four percent (4.0%) per annum, compounded monthly on each Interest Payment Date during such period, together with any incremental amount of accrued interest to the extent interest accrues at the Default Interest Rate, shall be paid in kind and added to the principal amount of the Loan then outstanding on the initial Maturity Date, unless otherwise paid in cash on or prior to such date;

 

(b)                                  if the First Extension occurs, from the initial Maturity Date to the First Extension Maturity Date, fourteen percent (14.0%) per annum until the principal amount has been paid in full and the Loan has been fully satisfied on the First Extension Maturity Date (or such earlier date upon which the entire principal amount of the Loan and all interest thereon has been paid in full), of which (i) a portion of the Basic Interest Rate equal to nine percent (9.0%) per annum shall be paid in cash on each Interest Payment Date and (ii) a portion of the Basic Interest Rate equal to five percent (5.0%) per annum, compounded monthly on each Interest Payment Date during such period, together with any incremental amount of accrued interest to the extent interest accrues at the Default Interest Rate, shall be paid in kind and added to the principal amount of the Loan then outstanding on the First Extension Maturity Date, unless otherwise paid in cash on or prior to such date; and

 

2

 

(c)                                   if the Second Extension occurs, from the First Extension Maturity Date to the Second Extension Maturity Date, fifteen percent (15.0%) per annum until the principal amount has been paid in full and the Loan has been fully satisfied on the Second Extension Maturity Date (or such earlier date upon which the entire principal amount of the Loan and all interest thereon has been paid in full), of which (i) a portion of the Basic Interest Rate equal to nine percent (9.0%) per annum shall be paid in cash on each Interest Payment Date and (ii) a portion of the Basic Interest Rate equal to six percent (6.0%) per annum, compounded monthly on each Interest Payment Date during such period, together with any incremental amount of accrued interest to the extent interest accrues at the Default Interest Rate, shall be paid in kind and added to the principal amount of the Loan then outstanding on the Second Extension Maturity Date, unless otherwise paid in cash on or prior to such date.

 

Following any increase in the outstanding principal amount of the Loan as a result of a payment in kind under section 4(a)(ii), 4(b)(ii) or 4(c)(ii), the Loan will bear interest on such increased principal amount from and after the date of such payment in kind. Interest shall be computed on the basis of a 365-day (or 366-day, as applicable) year, counting the actual number of days elapsed.  The Borrower and the Lender hereby agree to the interest and amortization payment schedule attached hereto as Annex A, subject to any periodic prepayments that may be paid hereunder by the Borrower.

 

5.                                       Default Interest .  Notwithstanding the above, upon the occurrence of an Event of Default under the Loan, the Loan shall immediately and automatically begin to bear interest at the applicable rate pursuant to section 4 above, plus two percent (2.0%) (such rate, the “ Default Interest Rate ”), until such Event of Default is cured or waived in writing by Lender.

 

6.                                       Payments .  All payments of principal and interest on the Loan that are to be paid in cash shall be paid to Lender in immediately available funds, to such account as Lender may specify in writing. All payments made by the Borrower hereunder shall be applied first to all costs incurred by Lender which are to be reimbursed or otherwise paid by the Borrower pursuant to the terms hereof, second to interest accrued through the date of such payment, and then in satisfaction of outstanding principal. In each case unless otherwise directed by the Borrower, all principal payments shall be applied in direct order of amortization and maturity.  If all or any portion of the principal and interest owed pursuant to the Loan is due and payable on a day that is not a Business Day, such time for payment shall be extended to the next succeeding Business Day. “ Business Day ” means a day on which banks are not required or authorized by law to close in New York City.

 

7.                                       Optional Notes .  The Lender may request that the Loan be evidenced by up to two promissory notes. In such event, the Borrower shall prepare, execute and deliver to the Lender a promissory note payable to the Lender and in customary form reasonably acceptable to the Lender. Thereafter, the portion of the Loan evidenced by such promissory note(s) and interest thereon shall at all times (including after assignment pursuant to Section 17) be represented by promissory notes in such form payable to the payee(s) named therein. Upon satisfaction in full of the outstanding principal amount of the Loan, interest thereon and any other amounts due hereunder, the Lender will promptly return all promissory notes to the Borrower for cancellation.

 

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8.                                       Special Distributions; Security Interest .  (a) To secure the payment of the Amortization Payments, the Borrower agrees to cause 100% of monthly TRS rent payments for each of the hotel properties listed on Annex B hereto (the “ Subject Assets ”) (or in the case of joint venture assets the allocable portion of periodic cash distributions), net of any FF&E reserves, lease payments to the Georgia Tech Foundation and debt service for Courtyard Providence and Courtyard Baltimore, as and to the extent made available for distribution to the Borrower (and subject to any limitations on such distributions imposed on the owners of the Subject Assets), to be distributed or otherwise paid to the Borrower and upon receipt thereof by the Borrower, to be deposited to a separate account at Wells Fargo Bank, N.A. (or another financial institution of national reputation designated by Borrower) (the “ Account Bank ”) identified to the Lender in writing (the “ Subject Account ”). The Borrower hereby grants to Lender a continuing security interest in all of its right, title and interest in and to the Subject Account and all sums now or hereafter on deposit in or payable or withdrawable from the Subject Account, including, if applicable, all financial assets, security entitlements, investment property, and other property and the proceeds thereof now or at any time hereafter held in the Subject Account (the “ Subject Account Collateral ”). On or about the date hereof the Borrower, the Lender and Wells Fargo Bank, N.A. shall enter into a customary control agreement with respect to the Subject Account. If during the Subject Account Period (as defined below) the Account Bank resigns or is redesignated by the Borrower, the Borrower and the Lender agree to use commercially reasonable efforts to enter into a replacement control agreement with a replacement Account Bank. The Borrower will retain the ability to use all funds in the Subject Account and exclusive and unrestricted access to the Subject Account and the Subject Account Collateral unless an Event of Default has occurred and is continuing, during which time Lender may notify the Account Bank that the Borrower no longer has use of or access to the Subject Account and the Subject Account Collateral and that the Lender shall have exclusive use of and access for so long as such Event of Default continues and may direct the disposition of the Subject Account Collateral without further consent by the Borrower or any other person. The Lender will retain its security interest on the Subject Account Collateral from the date hereof until the Amortization Payments have been satisfied in full in accordance with the terms hereof (the “ Subject Account Period ”), at which time the security interest granted herein shall terminate automatically and without further action, the Lender will have no further rights in respect of the Subject Account Collateral, and the Lender will promptly terminate the control agreement with the Account Bank.

 

The Borrower and Lender agree that the provisions of this Section 8 create a valid security interest in the Subject Account Collateral.

 

During the Subject Account Period, the Borrower shall take all such actions as are reasonably necessary to enable Lender to have electronic access to the Borrower’s treasury reporting of the Subject Account, and shall, upon reasonable request of Lender, provide copies of all Subject Account statements to Lender within fifteen (15) days of receipt of the same by the Borrower, or, if the Borrower does not receive paper copies of the statements, then within fifteen (15) days of the Borrower having electronic access to such information.

 

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9.                                       Restriction on Hotel Acquisitions . Prior to the closing of the acquisitions under the Summit II Purchase Agreement or the earlier termination or expiration thereof, the Borrower hereby agrees that it shall not, and it shall cause its subsidiaries not to, acquire any hotel properties other than from the Lender or its affiliates, without the consent of the Lender.

 

10.                                Authority.   The Borrower is a corporation duly organized and validly existing under the laws of the state of its formation.  The Borrower is authorized to do business and is in good standing in all other states and jurisdictions where the ownership of property or the nature of the business transacted by it, makes such qualification necessary, except where the failure to be so authorized would not reasonably be expected to result in a material adverse effect on the business, assets or financial condition of the Borrower and its subsidiaries, taken as a whole (a “ Material Adverse Effect ”).  The Borrower has all requisite power and authority to execute and deliver this Agreement and each document attached hereto as an exhibit, the control agreement for the Subject Account, any promissory note or other document related hereto (collectively, the “Loan Documents”) and to perform its obligations under such Loan Documents and to own its property and carry on its business.  The Loan Documents to which the Borrower is party on the date hereof have been duly authorized by all requisite corporate action on the part of the Borrower and duly executed and delivered by authorized officers of the Borrower.  Each of the Loan Documents to which the Borrower is a party on the date hereof constitutes a valid obligation of the Borrower, legally binding upon and enforceable against the Borrower in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

 

11.                                Actions Pending .  There is no action, suit, investigation or proceeding pending or, to the actual knowledge of the Borrower, threatened in writing against the Borrower, or any properties, assets or rights of the Borrower, by or before any court, arbitrator or administrative or governmental body that would reasonably be expected to result in a Material Adverse Effect if resulting in a decision not in favor of the Borrower.

 

12.                                Conflicts .  Neither the execution nor delivery of this Agreement, nor performance of the Borrower’s obligations under this Agreement in accordance with its terms, will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any lien upon any properties or assets of Borrower (other than the liens created under the Loan Documents), the charters or by-laws or other organizational documents of Borrower or, except to the extent it would not reasonably be expected to result in a Material Adverse Effect, any award of any arbitrator or any agreement, instrument, order, judgment, decree, statute, law, rule or regulation to which the Borrower, or any properties or assets of Borrower is subject.

 

13.                                Public Filings .  Since the date of its most recently filed quarterly report on Form 10-Q, Borrower is not aware of any circumstance or event which has occurred that has not been previously disclosed in the Borrower’s public filings or otherwise disclosed to the Lender and that would be reasonably likely to result in a Material Adverse Effect or a material adverse effect on its ability to repay the loan evidenced by this Agreement.

 

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14.                                Right of First Refusal . The Borrower agrees to use commercially reasonable efforts, for a period not to exceed sixty days following the date hereof, to obtain any necessary consents from financing sources of the Borrower or any of its subsidiaries and affiliates (the “ Property Financing Sources ”) to permit the Borrower to enter into an agreement with the Lender substantially in the form attached as Annex C hereto, with any modifications that the Property Financing Sources may require as a condition to their consent (the “ Right of First Refusal Agreement ”). If the Borrower and its subsidiaries and affiliates receive all necessary consents from the Property Financing Sources, the Borrower and the Lender will promptly execute and deliver the Right of First Refusal Agreement. If the Borrower is unable after use of such commercially reasonable efforts to obtain all such necessary consents, the Borrower shall be deemed to have fulfilled its obligations under this section and Borrower’s obligations under this section shall cease. It is understood and agreed that neither the Borrower nor any of its subsidiaries or affiliates shall be required to pay any consent or similar fee other than a reasonable processing fee, or suffer any materially adverse modifications to its existing or future financing agreements, in order to satisfy the Borrower’s obligation hereunder to use commercially reasonable efforts to obtain such consents.

 

15.                                Default and Acceleration .  The occurrence of any of the following shall constitute an event of default under this Agreement (each an “ Event of Default ”):

 

(a)                                  the Borrower fails to make any payment of principal when due and payable under this Agreement or fails to make any payment of interest within 5 Business Days of when such payment is due and payable under this Agreement;

 

(b)                                  the Borrower otherwise defaults in the performance or compliance with the provisions of this Agreement and such default continues for thirty (30) days after the Borrower receives written notice of such default from Lender;

 

(c)                                   Borrower’s failure to maintain its status as a real estate investment trust;

 

(d)                                  if an Event of Default as defined in either (i) the Amended and Restated Term Loan Agreement, dated as of October 15, 2015 among American Realty Capital Hospitality Portfolio SMT, LLC, a Delaware limited liability company, American Realty Capital Hospitality Portfolio WSC, LLC, a Delaware limited liability company, and American Realty Capital Hospitality Portfolio NBL, LLC, a Delaware limited liability company, any additional borrowers party thereto, the guarantors defined therein, the initial lenders named therein, and Deutsche Bank AG New York Branch, as administrative agent with Deutsche Bank Securities Inc. and BMO Capital Markets, as joint lead arrangers and joint book-running managers and with Bank of Montreal as syndication agent, or (ii) solely during the Subject Account Period, the Loan Agreement dated March 21, 2014, by and among ARC Hospitality Baltimore, LLC, a Delaware limited liability company, ARC Hospitality Providence, LLC, a Delaware limited liability company, operating lessees, as defined therein, and German American Capital Corporation as lender, in either case occurs and remains continuing;

 

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(e)                                   any proceeding shall be instituted by or against the Borrower seeking to adjudicate it a bankrupt or insolvent, or seeking liquidating, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it) that is being diligently contested in good faith, such proceeding shall remain undismissed or unstayed for a period of sixty (60) days, or the court in such proceeding shall have entered a decree or order granting the relief sought in such proceeding (an “ Insolvency Event of Default ”);

 

(f)                                    the Borrower dissolves or is dissolved, or ceases business operations; or

 

(g)                                   The Borrower defaults in any payment obligations pursuant to (i) the Mandatory Redemption Guaranty dated as of February 27, 2015, by American Realty Capital Hospitality Operating Partnership, L.P., a Delaware limited partnership (the “ OP ”), the Borrower, and the other guarantors defined therein, for the benefit of W2007 Equity Inns Senior Mezz, LLC, a Delaware limited liability company (the “ Class A Mezz Member ”), (ii) the Bad Boy Guaranty dated as of February 27, 2015, by the OP, the Borrower, and the other guarantors defined therein, for the benefit of the Class A Mezz Member;  (iii) the Mandatory Redemption Guaranty dated as of February 27, 2015, by the OP, the Borrower, and the other guarantors defined therein, for the benefit of W2007 Equity Inns Partnership, L.P. and W2007 Equity Inns Trust (collectively, the “ Class A Member ”) or (iv) the Bad Boy Guaranty dated as of February 27, 2015 by the OP, the Borrower, and the other guarantors defined therein, for the benefit of the Class A Member.

 

Upon an Event of Default, other than an Insolvency Event of Default, then the unpaid balance of the Loan shall, at the option of Lender, mature and then become immediately payable.  The unpaid balance hereunder shall automatically mature and become immediately payable in the case of an Insolvency Event of Default.  Any election to accelerate the outstanding balance of the Loan shall not preclude any other rights or remedies that Lender may have at law or equity, and the non-exercise of such right to accelerate the outstanding balance of the Loan, as set forth above, shall not constitute a waiver or the right to do so at any future time or for any other Event of Default.

 

16.                                Costs and Expenses .  Borrower shall pay on demand all of the reasonable costs and expenses (including reasonable attorneys’ fees and disbursements of external counsel to Lender) which Lender incurs in connection with the preparation, negotiation and collection and enforcement of this Agreement.

 

17.                                Successors and Assigns .  This Agreement shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors and assigns, except that the Borrower shall not assign any of its rights hereunder without the written consent of the Lender, which may be withheld in Lender’s sole discretion. The Lender shall be permitted to assign any of its rights hereunder without the written consent of the Borrower; provided that the Lender shall not be permitted to make any such assignment to the Borrower’s competitors as listed in Annex D or any of their respective affiliates, except in connection with a merger, consolidation, or sale of all or substantially all the assets of the Lender with or to any such person.

 

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18.                                Complete Agreement .  This Agreement (together with any notes provided hereunder) embodies the complete agreement and understanding among the parties, and supersedes and preempts any prior understanding, agreements or representation by or among the parties, written or oral, which relate to the subject matter hereof.

 

19.                                Amendment; Waiver .  The provisions of this Agreement (and any notes provide hereunder) may be amended, modified or waived only with the prior written consent of the Borrower and Lender, and no course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provision of this Agreement shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.

 

20.                                No Accord and Satisfaction .  No marking of “paid in full” or similar language on any check or other form of payment shall be deemed to cause an accord and satisfaction of this Agreement if such payment is cashed or otherwise collected by Lender.

 

21.                                Governing Law .  This Agreement and the Loan shall be governed and interpreted in accordance with the laws of the State of New York.

 

22.                                Submission to Jurisdiction .  The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York and any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement and the Loan, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York court. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in this Section. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

 

23.                                Excess Interest .  If interest payable under this Agreement is in excess of the maximum permitted by law, then the interest chargeable hereunder shall be reduced to the maximum amount permitted by law and any excess over the maximum amount permitted by law shall be credited to the principal amount of the Loan and applied to the same and not to the payment of interest.

 

24.                                WAIVER OF JURY TRIAL .  EACH OF THE BORROWER AND THE LENDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

 

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25.                                Notices .  All notices, demands or requests made pursuant to, under or by virtue of this Agreement or the Loan must be in writing and shall be and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be (i) personally delivered, (ii) delivered by express mail, Federal Express or other comparable overnight courier service, (iii) telecopied, with telephone confirmation within one Business Day or (iv) mailed to the party to which the notice, demand or request is being made by certified or registered mail, postage prepaid, return receipt requested, as follows (unless another address has been previously specified in writing):

 

Notices to Borrower:

 

American Realty Capital Hospitality Trust, Inc.

405 Park Avenue

New York, NY 10022

Attn: Jonathan P. Mehlman

Facsimile No.: (212) 421-5799

Telephone No.: (646) 626-8857

 

with a copy to:

 

Proskauer Rose LLP

11 Times Square

New York, NY 10036

Attn: Steven L. Lichtenfeld, Esq. and Jeffrey A. Horwitz, Esq.

Facsimile No.: (212) 969-2900

Telephone No.: (212) 969-3229; (212) 969-3735

 

Notices to the Lender :

 

Summit Hotel OP, LP

c/o Summit Hotel Properties, Inc.

12600 Hill Country Boulevard, Suite R-100

Austin, TX 78738

Attn: Chris Eng, Senior Vice President, General Counsel & Chief Risk Officer

Facsimile No.: (512) 538-2333

Telephone No.: (512) 538-2307

 

with a copy to:

 

Hagen, Wilka & Archer, LLP

600 South Main Avenue, Suite 102

Sioux Falls, SD 57104

Attn: Jennifer L. Larsen, Esq.

Facsimile No.: (605) 334-4814

Telephone No.: (605) 334-0005

 

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IN WITNESS WHEREOF, the Borrower has caused this Agreement to be duly executed as of the day and year first above written.

 

	BORROWER:
	AMERICAN REALTY CAPITAL HOSPITALITY TRUST, INC.
	By:	/s/ Paul C. Hughes
	Name:		Paul C. Hughes
	Title:		Authorized Signatory
	LENDER:
	SUMMIT HOTEL OP, LP
	a Delaware limited partnership
	By: Summit Hotel GP, LLC,
	a Delaware limited liability company
	Its: General Partner
	By: Summit Hotel Properties, Inc.,
	a Maryland corporation
	Its: sole member
	By:	/s/ Christopher R. Eng
	Name:		Christopher R. Eng
	Title:		Senior Vice President, General Counsel, Chief Risk Officer and Secretary

 

 

Annex A

Debt Service Payment Schedule

 

 

Annex B

 

Subject Assets

 

 

Annex C

 

Form of Right of First Refusal Agreement

 

 

Annex D

 

Competitor List