Exhibit 10.1

BIG BSP INVESTMENTS, LLC

75 Broad Street, Suite 2110

New York, New York 10004

June 16, 2020

Broad Street Operating Partnership, L.P.

c/o Broad Street Realty, Inc.

7250 Woodmont Avenue, Suite 350

Bethesda, Maryland 20814

Re: Broad Street BIG First OP LLC (the “Company”)

Ladies and Gentlemen:

Reference is made to that certain Amended and Restated Operating Agreement of Broad Street BIG First Op LLC, dated as of December 27, 2019, among the Company, the undersigned, as the Class A Member, and you, as the Class B Member (the “Operating Agreement”). Capitalized terms used in this letter without definition shall have the meanings set forth in the Operating Agreement, and references to a “Section” in this letter refers to a section of the Operating Agreement.

You have advised us that the Company requires funds for the payment, by its Subsidiaries which own the Properties located at 1234 Richmond Road, Williamsburg, Virginia, 220 Monticello Avenue, Williamsburg, Virginia, 9031 West Broad Street, Richmond, Virginia, 6617-6737 Annapolis Road, Landover Hills, Maryland, 4801 Marlboro Pike, Capitol Heights, Maryland, and 2644-2700 Dekalb Pike, East Norriton, Pennsylvania (such Subsidiaries being collectively referred to as the “Property Owners”), of debt service and tax and insurance escrows (collectively, “Mortgage Loan Payments”) under the Mortgage Loan affecting those Properties, due to the decrease in receipts of rents due to the coronavirus pandemic and the resulting store closures and reduced revenues from stores that remain open. You have advised us that Company requested that you contribute the amount of $2,428,000.00 required to pay such items, which constitute Required Costs under Section 3.2A, and when you indicated that you did not have the funds to satisfy that request, the undersigned made a similar request under Section 3.2B, which you indicated that you could not satisfy for the same reason.

Accordingly, as you did not make the necessary contribution to pay Required Costs as described above, the undersigned, as the Class A Member of the Company, has elected to provide the sum of $2,428,000.00 as a Capital Contribution under Section 3.2C(ii) (the “$2,428,000 Contribution”), which shall be contributed to the Property Owners for the purpose of making Mortgage Loan Payments. The $2,428,000 Contribution shall be shown on the books and records of the Company and on the books and records of the Property Owners, as capital contributions to the Property Owners, in the following amounts: (i) $305,089.00 to BSV Colonial Owner LLC (which capital contribution shall be made through its Holding Company, BSV Colonial Investor LLC); (ii) $355,937.00 to BSV Lamonticello Owner LLC (which capital

contribution shall be made through its Holding Company, BSV Lamonticello Investors LLC), (iii) $421,313.00 to BSV West Broad Commons LLC (which capital contribution shall be made through its Holding Company, BSV West Broad Investors LLC), (iv) $432,210.00 to BSV Crestview Square LLC, (v) $386,809.00 to BSV Coral Hills LLC (which capital contribution shall be made through its Holding Company, BSV Coral Hills Investors LLC) and (vi) $526,642.00 to BSV Dekalb LLC.

The undersigned hereby waives (i) its right to receive the Enhanced Class A Return on the $2,428,000 Contribution to the extent that the Enhanced Class A Return Rate exceeds the rate of thirteen (13%) percent per annum, compounded monthly, and (ii) its right to receive the return of the $2,428,000 Contribution pursuant to Section 4.1C(ii) of the Operating Agreement.

The Class B Member may cause the $2,428,000 Contribution to be returned to the Class A Member prior to the date(s) on which it must be returned to the Class A Member under the Operating Agreement, in whole or in part, in increments of $500,000 or more (except that the last payment shall equal the then unreturned portion of the $2,428,000 Contribution, if less than $500,000).

The Capital Contribution referenced above shall be deposited by the Property Owners into a special debt service payment account held and controlled by the lender under the Mortgage Loan, pursuant to an Amendment to Loan Agreement between the Property Owners, as borrowers, and such lender, and applied on behalf of the Property Owners to (i) the Mortgage Loan Payments for the month of May, 2020 and (ii) to Mortgage Loan Payments for subsequent months, subject to the following conditions: (i) no Changeover Event shall have occurred and then be continuing, (ii) Manager will make a written request for application of funds to a particular Property Owner’s Mortgage Loan Payments for a particular month not later than the date that is five (5) days prior to the date on which the applicable monthly Mortgage Loan Payments are due or the applicable Payment Date, and (iii) the request shall be for an amount that equals the actual deficiency in cash flow from operations necessary to pay the then applicable monthly Mortgage Loan Payments, as calculated by the Class A Member, provided that such calculation shall use expenses from the Approved Budget and not actual expenses. Notwithstanding the above, a maximum of $404,667.00 may be applied to Mortgage Loan Payments in any calendar month.

This letter may be signed in counterparts, and signed counterparts may be sent by facsimile or electronic transmission.

[signature page follows]

Please indicate your agreement with the foregoing by signing a copy of this letter where provided below.

 

 

AGREED TO:
BROAD STREET OPERATING PARTNERSHIP, L.P.,
as Class B Member and Manager
By:				Broad Street OP GP, LLC,
				its General Partner

		By:		/s/ Michael Z. Jacoby
		Name:		Michael Z. Jacoby
		Title:		Chief Executive Officer

Exhibit 10.2

BIG BSP INVESTMENTS, LLC

75 Broad Street, Suite 2110

New York, New York 10004

June 16, 2020

Broad Street Operating Partnership, L.P.

c/o Broad Street Realty, Inc.

7250 Woodmont Avenue, Suite 350

Bethesda, Maryland 20814

Re: Broad Street BIG First OP LLC (the “Company”)

Ladies and Gentlemen:

Reference is made to that certain Amended and Restated Operating Agreement of Broad Street BIG First Op LLC, dated as of December 27, 2019, among the Company, the undersigned, as the Class A Member, and you, as the Class B Member (the “Operating Agreement”). Capitalized terms used in this letter without definition shall have the meanings set forth in the Operating Agreement, and references to a “Section” in this letter refers to a section of the Operating Agreement.

You have advised us that the Company requires funds for the payment, (i) by its Subsidiaries which own the Properties located at 1909-1919 Michigan Avenue NE, Washington, DC, 2102-2215 West Patapsco Avenue, Baltimore, Maryland and 1080 West Patrick Street, Frederick, Maryland (such Subsidiaries being collectively referred to as the “Property Owners”), of debt service and tax and insurance escrows (collectively, “Mortgage Loan Payments”) under the Mortgage Loans affecting those Properties, and (ii) payments of the Class A Return due to the Class A Member (“Return Payments”) due to the decrease in receipts of rents due to the coronavirus pandemic and the resulting store closures and reduced revenues from stores that remain open. You have advised us that Company requested that you contribute the amount of $442,000.00 required to pay such items, which constitute Required Costs under Section 3.2A, and when you indicated that you did not have the funds to satisfy that request, the undersigned made a similar request under Section 3.2B, which you indicated that you could not satisfy for the same reason.

Accordingly, as you did not make the necessary contribution to pay Required Costs as described above, the undersigned, as the Class A Member of the Company, has elected to provide the sum of $442,000.00 as a Capital Contribution under Section 3.2C(ii) (the “$442,000 Contribution”), a portion of which shall be contributed to the Property Owners for the purpose of making Mortgage Loan Payments, and the remainder thereof shall be used by the Company for Return Payments. The $442,000 Contribution shall be shown on the books and records of the Company and a portion thereof shall be shown on the books and records of the Property Owners, as capital contributions to the Property Owners, in the following amounts: (i) $59,231.00 to BSV Avondale LLC; (ii) $200,801.00 to BSV Hollinswood LLC and (iii) $181,968.00 to BSV Patrick Street LLC (which capital contribution shall be made through its Holding Company, BSV Patrick Street Member LLC).

The undersigned hereby waives (i) its right to receive the Enhanced Class A Return on the $442,000 Contribution to the extent that the Enhanced Class A Return Rate exceeds the rate of thirteen (13%) percent per annum, compounded monthly, and (ii) its right to receive the return of the $442,000 Contribution pursuant to Section 4.1C(ii) of the Operating Agreement.

The Class B Member may cause the $442,000 Contribution to be returned to the Class A Member prior to the date(s) on which it must be returned to the Class A Member under the Operating Agreement, in whole or in part, in increments of $100,000 or more (except that the last payment shall equal the then unreturned portion of the $442,000 Contribution, if less than $100,000).

The Capital Contribution referenced above shall be held by the Class A Member in a special debt service payment account controlled by it and applied, on behalf of the Property Owners, to (i) the Mortgage Loan Payments and Return Payments for the month of May, 2020 and (ii) to Mortgage Loan Payments and Return Payments for subsequent months, subject to the following conditions: (i) no Changeover Event shall have occurred and then be continuing, (ii) Manager will make a written request for application of funds to a particular Property Owner’s Mortgage Loan Payments, or for Return Payments, for a particular month not later than the date that is five (5) days prior to the date on which the applicable monthly Mortgage Loan Payments are due or the applicable Payment Date, and (iii) the request shall be for an amount that equals the actual deficiency in cash flow from operations necessary to pay the then applicable monthly Mortgage Loan Payments and Return Payments, as calculated by the Class A Member, provided that such calculation shall use expenses from the Approved Budget and not actual expenses.

This letter may be signed in counterparts, and signed counterparts may be sent by facsimile or electronic transmission. Please indicate your agreement with the foregoing by signing a copy of this letter where provided below.

[signature page follows]

Please indicate your agreement with the foregoing by signing a copy of this letter where provided below.

 

 

AGREED TO:
BROAD STREET OPERATING PARTNERSHIP, L.P.,
as Class B Member and Manager
By:				Broad Street OP GP, LLC,
				its General Partner

		By:		/s/ Michael Z. Jacoby
		Name:		Michael Z. Jacoby
		Title:		Chief Executive Officer

Exhibit 10.3

THIS AMENDMENT TO LOAN AGREEMENT, dated as of the 16^th day of June, 2020 (this “Amendment”), between BSV COLONIAL OWNER LLC, BSV LAMONTICELLO OWNER LLC AND BSV WEST BROAD COMMONS LLC, each a Virginia limited liability company, BSV CRESTVIEW SQUARE LLC AND BSV CORAL HILLS LLC, each a Maryland limited liability company, and BSV DEKALB LLC, a Pennsylvania limited liability company (individually and collectively, as the context may require, together with their permitted successors and assigns, “Borrower”), and BIG REAL ESTATE FINANCE I, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender” together with Borrower the “Parties”).

W I T N E S S E T H

WHEREAS, on December 27, 2019, Lender made a loan to Borrower, secured by the Property, in the maximum principal amount of Sixty-Six Million Eight Hundred Fifty Thousand and No/100 Dollars ($66,850,000.00) pursuant to that certain Loan Agreement dated December 27, 2019 between Lender and Borrower (the “Loan Agreement”);

WHEREAS, Borrower and Lender desire and intend by this Amendment, to amend and modify the Loan Agreement as hereinafter provided;

NOW, THEREFORE, in consideration of the covenants set forth in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, represent and warrant as follows:

1. Pursuant to the provisions of the Loan Agreement, Lender hereby consents to the $2,428,000 Contribution (as defined in that certain side-letter agreement from BIG BSP Investments, LLC and agreed to by Broad Street Operating Partnership, L.P. (the “Side Letter Agreement”), dated as of the date hereof, a copy of which is attached hereto as Exhibit A) in the aggregate amount of Two Million Four Hundred Twenty-Eight Thousand and No/100 Dollars ($2,428,000.00) pursuant to the terms of the Side Letter Agreement.

2. Intentionally Omitted.

3. Intentionally Omitted.

4. On the date hereof, Borrower shall deposit with Lender the sum of $2,428,000.00 and Lender shall cause such amount to be transferred to a Subaccount (the “Interest and Carry Subaccount”). On or about the date hereof, Lender shall apply funds held in the Interest and Carry Subaccount to the monthly Debt Service payment then due and payable for the month of May, 2020, and the deposits into the Tax & Insurance Subaccount pursuant to Section 3.3 of the Loan Agreement for the month of May, 2020. Thereafter, provided (i) no Event of Default has occurred and is continuing, (ii) no Changeover Event (as such term is defined in the Amended and Restated Operating Agreement of Broad Street BIG First OP LLC) has occurred and is continuing and (iii) no distributions to the members of Borrower or Broad Street BIG First OP LLC have been, and no distributions shall be, made except in accordance with the terms and conditions of Section IV of the Amended and Restated Operating Agreement of Broad Street BIG First OP LLC, within five (5) days after receiving a written notice from Borrower (such fifth day, a “Disbursement Date”) advising Lender of an actual shortfall in Net Operating

 

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Income for the purpose of paying, in the following order of priority, (i) the monthly Debt Service payment then due and payable and (ii) the deposit into the Tax & Insurance Subaccount pursuant to Section 3.3 of the Loan Agreement (clauses (i) and (ii) hereof, collectively, “Qualified Disbursements”), Lender shall apply funds held in the Interest and Carry Subaccount to the Qualified Disbursements due on the immediately following Payment Date, but only to the extent that Net Operating Income is not sufficient to pay same, and provided that Lender’s failure to do so shall not relieve Borrower of its obligation to make said payments. Notwithstanding anything contained herein to the contrary, the amount disbursed from the Interest and Carry Subaccount on the applicable Disbursement Date shall be the amount requested by Borrower, not to exceed the lesser of (i) the actual shortfall in Net Operating Income in the calendar month immediately preceding the subject Disbursement Date for the purpose of paying, in full (but only to the extent that Net Operating Income is not sufficient to pay same), the Qualified Disbursements then due and payable and (ii) $404,667.00. Borrower acknowledges that Lender has no obligation to disburse more than the remaining balance of funds on deposit in the Interest and Carry Subaccount if such amount is less than the full payment requested, and that Lender has no obligation to disburse amounts more than once in each calendar month.

5. Section 10.1 of the Loan Agreement shall be amended by:

 

i.

removing “or” at the end of sub-clause (v);

 

ii.

removing the “.” at the end of sub-clause (w) and substituting “; or” therefor; and

 

iii.

adding a new sub-clauses (x) and (y) as follows:

“(x) the failure of Borrower to obtain the prior written consent of Lender with respect to any Transfer of the Property or repayment of the Loan that does not result in redemption in full of the Debt and $2,428,000 Contribution; and

(y) the failure of Borrower to make distributions in accordance with the organizational documents governing such entities upon a capital event.”

6. Borrower and Guarantor hereby acknowledge that:

 

i.

for the purpose of determining “Borrower’s Recourse Liabilities” pursuant to Section 10.1 of the Loan Agreement, the actual loss, damage, cost, expense, liability, claim or other obligation incurred by Lender shall include any actual loss, damage, cost, expense, liability, claim or other obligation incurred by Lender with respect to any part of the $2,428,000 Contribution as a result of the particular event in sub-clauses (a) through (y) of Section 10.1 of the Loan Agreements which triggered a Borrower Recourse Liability; and

 

ii.

if the Debt becomes full recourse to Borrower as a result of a “Springing Recourse Event” pursuant to Section 10.1 of the Loan Agreement, then in such event for the purposes of such Section the term “Debt” shall include all amounts owed to Lender with respect to the $2,428,000 Contribution.

 

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7. The Parties and the Guarantor, by execution of the joinder to this Amendment, hereby represent and warrant to each other that the Loan Documents constitute valid and legally binding obligations of the Parties and Guarantor and are enforceable as set forth therein in accordance with their terms. There are no modifications, verbal or written, to the Loan Documents other than those, if any, described herein. Borrower and Guarantor, by their execution of this Amendment, waive and release all defenses, setoffs, claims, counterclaims or causes of action of any kind or nature whatsoever which have accrued as of the date hereof against Lender, and each of Lender’s predecessors in interest, and each and all of their respective past and present partners, members, officers, directors, certificate holders, employees, agents, contractors, representatives, participants and heirs and each and all of the successors and assigns of each of the foregoing (collectively, “Lender Parties”) with respect to (i) the Loan, (ii) the Loan Documents, (iii) the Debt, or (iv) the Real Property.

8. In consideration of Lender’s agreement to the terms of this Amendment, Borrower and Guarantor, by execution of the joinder to this Amendment, on behalf of themselves and their partners and members and each of their respective heirs, successors and assigns, remise, release, acquit, satisfy and forever discharge all of the Lender Parties, from any and all manner of liabilities, expenses, damages, judgments, executions, actions, claims, demands and causes of action of any nature whatsoever, at law or in equity, known or unknown, either now accrued or subsequently maturing, which any of them now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the date of this Amendment, including, without limitation, matters arising out of or relating to (a) the Loan, (b) the Loan Documents, (c) the Debt, (d) the Property, and (e) any other agreement or transaction between Borrower and/or Guarantor and any of the Lender Parties concerning matters arising out of or relating to the items set forth in subsections (a)—(d) above. Borrower and Guarantor, by execution of the joinder to this Amendment, on behalf of themselves and their partners and members and each of their respective heirs, successors and assigns, covenant and agree never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the foregoing matters, claims or causes of action.

9. Borrower hereby agrees to reimburse Lender for its legal fees with respect to this Amendment in the sum of $7,500.00.

10. Other than as specifically set forth herein, the Loan Agreement remains unmodified and is hereby ratified and remains in full force and effect.

11. This Amendment may be executed on one or more counterparts each of which when so executed and delivered shall be deemed an original, but all of which when taken together shall constitute but one and the same instrument.

12. Capitalized terms and Section references used but not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized representatives, all as of the day and year first above written.

 

 

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Borrower Signature Page to Amendment to Loan Agreement

 

 

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MICHAEL Z. JACOBY, THOMAS M. YOCKEY and BROAD STREET REALTY, INC., as Guarantors, hereby consent to the aforesaid Amendment to Loan Agreement.

 

 

 

 

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EXHIBIT A

Side Letter Agreement

(attached)