UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 21, 2020
PROCACCIANTI HOTEL REIT, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 333-217578 | 81-3661609 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1140 Reservoir Avenue
Cranston, Rhode Island 02920-6320
(Address of principal executive offices)
(401) 946-4600
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | x | |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | x | |
| Item 1.01 | Entry into a Material Definitive Agreement. |
Due to the market and economic challenges impacting Procaccianti Hotel REIT, Inc. (the “Company”) and the hospitality industry as a whole as a result of the ongoing COVID-19 pandemic which has resulted in significant declines in the Company’s properties’ revenues, and the uncertainty of the rapidly developing situation, the Company entered into loan modification agreements with certain of its lenders to relieve some pressure on these properties during this time, as described in more detail below.
Modification to Hotel Indigo Traverse City Loan Documents
On April 21, 2020, a subsidiary of Procaccianti Hotel REIT, L.P. (the “Operating Partnership”), the operating partnership of the Company, entered into a First Amendment to Loan Agreement and Other Loan Documents (the “Hotel Indigo Loan Modification Documents”) with its existing lender, Citizens Bank, N.A. (“Citizens Bank”), to amend the terms of its mortgage loan on the Hotel Indigo Traverse City property (the “Hotel Indigo”) located in Traverse City, Michigan. Pursuant to the Hotel Indigo Loan Modification Documents, the interest only payments that were scheduled to be paid on April 1, 2020, May 1, 2020 and June 1, 2020 shall be deferred (collectively, the “Deferred Payments”). The Deferred Payments will not accrue interest but shall be deemed principal to be due and payable in full on or before June 30, 2021. Regularly scheduled interest payments will recommence on July 1, 2020. Prepayment of the Deferred Payments is allowed without penalty and the Operating Partnership’s obligation to pay the Deferred Payments may be accelerated by Citizens Bank as allowed under the Loan Documents. In addition, Citizens Bank waived the Operating Partnership’s requirement to achieve the stated debt service coverage ratio for the period from January 1, 2020 through June 30, 2021. The Hotel Indigo Loan Modification Documents also provide that all net worth, liquidity and financial covenant testing and any requirements of the guarantor, which is TH Investment Holdings II, LLC, an affiliate of the Sponsor, to comply with such covenants are waived from January 1, 2020 through June 30, 2021.
Concurrent with the loan modification, the Operating Partnership, through its subsidiary, entered into a Swap Modification Agreement with Citizens Bank (the “Swap Modification Agreement”) to modify the swap derivative contract with Citizens Bank that fixes the interest rate on the outstanding balance of the mortgage loan. The Swap Modification Agreement modifies the requirements to make payments under the swap derivative contract and provides for a deferral of any payments during the period beginning on April 21, 2020 and ending on the earliest to occur of (i) July 1, 2020 or (ii) a Modification Termination Event (as defined in the Swap Modification Agreement).
The material terms of the agreements described above are qualified in their entirety by the First Amendment to Loan Agreement and Other Loan Documents and Swap Modification Agreement attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and incorporated herein by reference. Except as set forth in this Current Report on Form 8-K, the material terms of the mortgage loan and other loan documents secured by the Hotel Indigo remain unchanged from those reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 21, 2018, which is incorporated herein by reference.
Modification to Hilton Garden Inn Loan Documents
On April 23, 2020, the Operating Partnership, through its subsidiary, and the Company entered into an Omnibus Amendment and Reaffirmation Agreement (the “Hilton Garden Inn Loan Modification Agreement”) with the existing lender, East Boston Savings Bank, to amend the terms of the mortgage loan and loan documents on the Hilton Garden Inn property located in Providence, Rhode Island (the “Hilton Garden Inn”). Pursuant to the Hilton Garden Inn Loan Modification Agreement, interest only payments that were due on the six consecutive payment days starting with the payment scheduled for April 2020 will be deferred until the date that is twelve months after the date each payment was originally due. Further, all financial covenant testing and any other requirements of the Operating Partnership to comply with such covenants are waived until the year ending December 31, 2021. The Hilton Garden Inn Loan Modification Agreement also provides that all net worth, liquidity and financial covenant testing and any requirements of the Company as guarantor to comply with such covenants are waived until the year ending December 31, 2021.
The material terms of the agreement described above are qualified in their entirety by the Omnibus Amendment and Reaffirmation Agreement attached hereto as Exhibit 10.3 to this Current Report on Form 8-K, and incorporated herein by reference. Except as set forth in this Current Report on Form 8-K, the material terms of the mortgage loan and other loan documents secured by the Hilton Garden Inn remain unchanged from those reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2020, which is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information reported under Item 1.01 of this Current Report on Form 8-K regarding the description of the loan modification agreements and the material terms and conditions related thereto is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PROCACCIANTI HOTEL REIT, INC. | |||
| Date: April 23, 2020 | By: | /s/ Gregory Vickowski | |
| Gregory Vickowski | |||
| Chief Financial Officer | |||
Exhibit 10.1
FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS
THIS FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS (this “Amendment”) is made on April 21, 2020 and effective as of the 31st day of March, 2020, by and among (a) PHR TCI, LLC, a Delaware limited liability company, having an address at c/o Procaccianti Companies, 1140 Reservoir Avenue, Cranston, Rhode Island 02920 (“Borrower”), (b) CITIZENS BANK, N.A., a national banking association organized under the laws of the United States having an office at 28 State Street, Boston, Massachusetts 02109 (hereinafter sometimes referred to as “Agent” and sometimes as “Citizens”), as a Lender and in its capacity as agent for itself and for each of the other lenders who are now or who hereafter become parties to the Loan Agreement (as defined below) pursuant to the terms of Section 16 thereof (the “Lenders”), and (c) all such Lenders.
r e c i t a l s:
A. Borrower and Citizens entered into that certain Loan Agreement dated as of August 15, 2018 (the “Loan Agreement”), in connection with that certain loan (the “Loan”) from Lenders in the aggregate principal amount of up to Seventeen Million Eight Hundred Thirty-Six Thousand and No/100 Dollars ($17,836,000.00). All capitalized terms used herein without definition shall have the respective meanings given to such terms in the Loan Agreement.
B. In order to provide Borrower with a limited period of time to address business disruptions resulting from the novel coronavirus (COVID-19) pandemic, Borrower, Agent and the Lenders desire to modify the Loan Agreement and other Loan Documents as set forth below, on the terms and conditions hereinafter provided.
NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned parties hereby agree as follows:
1. Amendments. Subject to the satisfaction of the conditions set forth herein, effective as of the Amendment Effective Date (as defined below), the terms of the Loan Agreement and other Loan Documents are hereby amended as follows:
(a) Deferred Interest Payments. On the Interest Payment Dates occurring on April 1, 2020, May 1, 2020 and June 1, 2020 (the period commencing on April 1, 2020 and ending on June 1, 2020 being the “Deferral Period”), all regularly scheduled monthly payments of interest under the Note, Loan Agreement and the other Loan Documents shall be deferred (“Deferred Payments”). Notwithstanding anything herein or in any of the Loan Documents to the contrary, interest shall continue to accrue on the Loan at the Applicable Interest Rate specified in the Loan Agreement; provided, however, that the Deferred Payments shall not accrue interest but shall be deemed principal to be repaid in total as set forth herein. Regularly scheduled monthly interest payments as provided for in the Note and Loan Agreement shall recommence on July 1, 2020, being the first Interest Payment Date following the expiration of the Deferral Period. All Deferred Payments shall be due and payable in full on or before June 30, 2021 (the “Deferral Repayment Date”); provided, however, (i) the Borrower may prepay the Deferred Payments in whole or in part without penalty or any other cost or charge at its sole option at any time prior to the Deferral Repayment Date, and (ii) in the event that Lenders accelerate Borrower’s obligations under the Loan Documents as allowed in accordance with the terms and conditions thereof on an earlier date, then the Deferred Payments, together with all other amounts due and payable on the Maturity Date pursuant to Section 2.5 of the Loan Agreement, shall be due and payable in full on the date of such acceleration as set forth in Section 2.5 of the Loan Agreement.
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(b) Waiver of Financial Covenants.
(i) Notwithstanding anything in the Loan Agreement to the contrary, Agent and Lenders agree that Borrower shall not be required to comply with the minimum Debt Service Coverage Ratio covenant set forth in Section 10.2.1(b) and Section 10.2.2 of the Loan Agreement, commencing with the Calculation Period ending March 31, 2020, and through and including the Calculation Period ending June 30, 2021. The terms and conditions of Sections 10.2.1 and Section 10.2.2 of the Loan Agreement, as set forth therein as of the date hereof, without modification, shall apply with full force and effect to all Calculation Periods occurring after the Calculation Period ending June 30, 2021.
(ii) Notwithstanding anything in the Guaranty to the contrary, Agent and Lenders agree that Guarantor shall not be required to comply with the minimum Net Worth covenant set forth in Section 15.2.1(a) of the Guaranty, for the period commencing on January 1, 2020 and ending on June 30, 2021 (the “NW Covenant Waiver Period”). Failure by Guarantor to satisfy the Net Worth covenant set forth in Section 15.2.1(a) of the Guaranty during the NW Covenant Waiver Period shall not be deemed an Event of Default under Section 11.1.8 of the Loan Agreement. For the avoidance of doubt, nothing in this Amendment shall be deemed to waive or release the Guarantor from the Liquidity covenant set forth in Section 15.2.1(b) of the Guaranty, which Liquidity covenant shall continue to apply with full force and effect.
(c) SBA PPP Loan.
(i) Notwithstanding anything in the Loan Agreement to the contrary, including, without limitation, Section 9.6.4 thereof, Agent and Lenders agree that Borrower may apply for a so-called Paycheck Protection Program loan from the United States Small Business Administration (or any United States Small Business Administration approved lender), provided that: (i) such loan is fully subordinated to the Loan, (ii) such loan shall not be secured by any lien or encumbrance on any of Borrower’s assets, and (iii) the proceeds of such loan shall be used solely for (A) payment of “payroll costs” as defined within the Coronavirus Aid, Relief, and Economic Security Act (Pub. L. No. 116-136 (H.R. 748)) (as the same may be amended, the “CARES Act”), (B) interest payments on the Loan in accordance with the terms of the Loan Agreement, and/or (C) other Operating Expenses, in each instance as permitted under the CARES Act (a loan satisfying the foregoing conditions being hereinafter referred to as a “PPP Loan”). The terms and conditions of any PPP Loan to Borrower shall be subject to Agent’s prior written consent, which may be withheld in Agent’s sole discretion, except for any PPP Loan made by Citizens Bank, N.A. (or another Affiliate of Citizens Financial Group, Inc.) (a “Citizens PPP Loan”), the terms and conditions of which shall be deemed approved by Agent and Lenders without any further notice or request from Borrower. Any PPP Loan satisfying the foregoing conditions and approved by Agent in accordance with the terms hereof shall be deemed Permitted Additional Debt for all purposes under the Loan Agreement.
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(ii) Borrower hereby covenants and agrees that, in the event Borrower obtains a PPP Loan: (A) Borrower shall: (i) comply in all respects with the requirements of the CARES Act with respect to the PPP Loan, (ii) take reasonable requisite actions for the full forgiveness the entire PPP Loan, (iii) use PPP Loan proceeds only for permitted purposes under the CARES Act, (iv) apply for forgiveness of the maximum permitted portion of the PPP Loan in accordance with the terms of the PPP Loan and, if such PPP Loan is not a Citizens PPP Loan, provide Agent a copy of such application and (v) if such PPP Loan is not a Citizens PPP Loan, provide Agent with written notice of forgiveness of the PPP Loan promptly upon its receipt; and (B) upon the declaration of any Event of Default under the Loan Agreement, Borrower shall be prohibited from making any repayments on such PPP Loan.
(iii) Section 11.1 of the Loan Agreement, entitled “Default and Events of Default”, is hereby amended to add the following new Subsection 11.1.14 at the end thereof:
11.1.14 PPP Loan. Borrower defaults in the payment, performance or observance of any of its obligations under a PPP Loan and such default is not cured within the grace period applicable thereto (if any).
(d) Waiver of Borrower Notices. Notwithstanding anything in the Loan Agreement to the contrary, Agent and Lenders agree that Borrower has satisfied any requirement in the Loan Documents to provide any notices to Agent and Lenders (and further, the Agent and the Lenders waive any requirements of any notice by Borrower) with respect to any occurrence prior to the date hereof related to the novel coronavirus (COVID-19) pandemic (whether relating to a Material Adverse Effect, notice from any governmental entity or notice of an Event of Default), including without limitation, any notices which may be required pursuant to Sections 9.2.9(d) of the Loan Agreement.
(e) Ongoing Conditions to Effectiveness. The continued effectiveness of the modifications to the Loan Agreement set forth in Section 1 of this Amendment shall be subject to the continued satisfaction of the following conditions:
(i) Distributions; Fees; Reserves. Notwithstanding anything in the Loan Agreement to the contrary, Borrower shall be prohibited from making any Distributions prior to the repayment in full of the Deferred Payments, and any such Distributions shall be deemed Improper Distributions for purposes of the Loan Agreement. Prior to the repayment in full of the Deferred Payments, Borrower and/or Tenant shall be permitted to pay duly earned management fees to Hotel Manager in accordance with the terms and conditions of the Hotel Management Agreement so long as the hotel on the Property remains open, provided that Borrower shall not pay, and shall not permit Tenant to pay, any other fees to (A) Hotel Manager, (B) any other Affiliate of Borrower, (C) any Affiliate of any other Loan Party, or (D) any other holder of any direct or indirect ownership interest in Borrower or in any other Loan Party or any Affiliate thereof. Any Distributions or payments made in violation of the foregoing prohibition shall be deemed Improper Distributions for purposes of the Loan Agreement. Borrower shall at all times maintain adequate reserves in such amount as may be required from time to time to satisfy the terms and conditions of the Franchise Agreement and the Hotel Management Agreement.
(ii) Financial Reporting Requirements. Borrower shall continue to provide Agent with the financial documents and information required as and when due under the terms of the Loan Documents, including, without limitation, as required under Section 9.2 of the Loan Agreement. Borrower shall also deliver to Agent such other financial information and documentation as Agent may reasonably request, from time to time.
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2. Conditions to Effectiveness. This Amendment shall be effective as of the date of the satisfaction of each of the below conditions, and in case of any documentation to be delivered to Agent, such documentation shall be in form and substance reasonably satisfactory to Agent (such date, the “Amendment Effective Date”):
(a) This Amendment shall have been duly executed and delivered by the Borrower, Agent and Lenders, and the Consent and Agreement of Guarantor to this amendment shall have been duly executed and delivered by Guarantor.
(b) All representations and warranties of Borrower set forth in Section 8 of the Loan Agreement remain true and correct in all material respects as of the date when made. The representations and warranties of Borrower set forth in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties (i) expressly relate to an earlier date, in which case they shall be true and correct as of such earlier date, or (ii) are expressly qualified as to “Borrower’s knowledge,” in which case they shall be true and correct in all material respects as so qualified.
(c) No Default or Event of Default shall exist or would result from the execution of this Amendment or the transactions contemplated hereby.
(d) Agent shall have received satisfactory evidence that all fees, expenses and disbursements required to be paid in connection with this Amendment (including reasonable fees, disbursements and other charges of counsel to the Agent) have been paid in full.
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3. Representations and Warranties. Borrower hereby represents and warrants, on and as of the Amendment Effective Date, that:
(a) Borrower has all requisite power and authority to execute, deliver and perform its obligations under this Amendment. The execution, delivery and performance of this Amendment (i) are within Borrower’s corporate or other powers, (ii) have been duly authorized by all necessary corporate or other organizational action, and (iii) do not (A) contravene the terms of any of Borrower’s organizational documents, (B) violate any applicable law, or (C) conflict with or result in any breach or contravention of, or the creation of any Lien under, (x) any contractual Obligation to which Borrower is a party or affecting Borrower or the properties of Borrower or any of its subsidiaries or (y) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which Borrower or its property is subject.
(b) This Amendment has been duly executed and delivered by Borrower and constitutes a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by debtor relief laws and by general principles of equity.
(c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, Borrower of this Amendment, except for the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, except with respect to any notice or disclosure required in connection with state and federal securities laws and rules.
4. Effect of Amendment. All of the terms and provisions of this Amendment are hereby incorporated into the Loan Agreement and the other Loan Documents, and the Loan Agreement and the other Loan Documents are hereby amended as expressly provided in this Amendment. Solely in the event that any term or condition contained in this Amendment conflicts with, or is inconsistent with, any provision of the Loan Agreement or any other Loan Document, the terms and conditions of this Amendment shall supersede and control. In all other respects, the provisions of the Loan Agreement and other Loan Documents shall remain in full force and effect, including, without limitation, any and all additional terms and conditions therein which are not in conflict with the provisions of this Amendment. Each party hereto acknowledges and agrees that, on and after the Amendment Effective Date, this Amendment shall constitute a Loan Document for all purposes.
5. References. Any reference made in the Loan Agreement (i) to the terms “Loan Agreement” and “this Agreement” or similar references shall be deemed to mean the Loan Agreement, as amended by this Amendment, (ii) to the term “Guaranty” or similar references, shall be deemed to mean the Guaranty, as amended by this Amendment, and (iii) to the terms “Loan Documents” and a “Loan Document” or similar references, shall be deemed to mean the “Loan Documents” and any Loan Document taken individually, as applicable, as amended by this Amendment.
6. Ratification. The Loan Agreement and Loan Documents, each as amended by this Amendment, are ratified and confirmed in all respects and, as amended hereby, remain in full force and effect. Nothing contained in this Amendment shall be deemed or construed as substitution or novation of (x) the Note or (y) the Obligations outstanding under the Loan Agreement, the Note, and the other Loan Documents.
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7. No Defenses. Borrower acknowledges that as of the date hereof (a) there is no offset or defense to the payment and performance of any of the Obligations of Borrower under any of the Loan Documents and (b) there is no claim, counterclaim or cause of action of any kind which may be asserted by Borrower against Agent or any Lender. In connection therewith, and in consideration of the mutual covenants contained herein, and for other good and valuable consideration, including the modification of the Loan described herein, the receipt and sufficiency of which are hereby acknowledged, the Borrower hereby releases, acquits and forever discharges Agent and each Lender and its participants, subsidiaries, affiliates, officers, directors, agents, employees, servants, attorneys, and representatives, as well as the respective heirs, personal representatives, successors and assigns, of any and all of them (hereinafter collectively called the "Released Lender Parties") from any and all claims, demands, debts, actions, causes of action, suits, contracts, agreements, obligations, accounts, defenses, offsets and liabilities of any kind or character whatsoever, known or unknown, suspected or unsuspected, in contract or in tort, at law or in equity, which the Borrower ever had, now has or might hereafter have against the Released Lender Parties, jointly or severally, for or by reason of any matter, cause or thing whatsoever occurring before the date of this Amendment which relates, in whole or in part, directly or indirectly, to: (a) the Loan; (b) the Loan Documents; (c) the transactions contemplated by the Loan Documents; (d) any collateral for the Loan; or (e) this Amendment. In addition the Borrower agrees not to commence, join in or prosecute any suit or other proceeding in a position that is adverse to any Released Lender Party arising directly or indirectly from any of the foregoing matters.
8. Prior Agreements. This Amendment supersedes any prior or contemporaneous discussions, agreements and understandings concerning the modification of the Loan evidenced hereby and not contained herein. In the event that any such prior or contemporaneous discussion, agreement or understanding conflicts with, or is inconsistent with, any provision of this Amendment, the terms and conditions of this Amendment shall control.
9. No Waivers. Except for the express waivers and amendments contained herein, the execution of this Amendment by Agent and Lenders shall not constitute a waiver of any of Agent’s or Lenders’ rights and remedies pursuant to any of the Loan Documents and applicable law, and Agent and the Lenders hereby expressly confirm their retention of all rights pursuant to the Loan Documents and applicable law to effect collection of the Loan, as amended, against the Borrower and the Collateral. The execution of this Amendment by Agent and the Lenders shall not constitute a waiver of any Default or Event of Default that may now or hereafter exist under any of the Loan Documents. The execution of this Amendment by Agent and the Lenders shall not constitute a waiver of any Default or Event of Default that may now or hereafter exist under any of the Loan Documents, other than the express waivers contained herein.
10. Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without regard to principles of conflicts of law.
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11. Severability. If any provision of this Amendment is held to be illegal, invalid, or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid, or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid, or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
12. Allonge to Note. This Amendment, to the extent it affects the Note shall be considered an allonge to such Note and is hereby firmly affixed to and made part of such Note. If for any reason this Amendment is not affixed to the Note, the parties hereto agree that this Amendment shall remain a valid amendment to the Note and the terms of this Amendment shall remain binding on all parties.
13. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which taken together shall constitute a single instrument. As further provided in this Amendment, signatures transmitted electronically shall have the same legal effect as originals, but each party nevertheless shall deliver original signed counterparts of this Amendment to each other party upon request.
14. Electronic Signatures. Each of the parties hereto hereby expressly (i) consents to do business electronically in connection with this Amendment and the transactions contemplated hereby and (ii) acknowledges and agrees that delivery of an executed counterpart of a signature page of (x) this Amendment and the Consent and Agreement of Guarantor attached hereto, the Note, and any and each other Loan Document and (y) any Assignment and Assumption, in any event (whether or not expressly provided therein), by telecopy, emailed .pdf, .tif, or any other electronic means that reproduces an image of the actual manually executed signature page shall be effective as delivery of a manually executed (and, as may be applicable, notarized) counterpart of any and each such Loan Document or Assignment and Assumption. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic association of signatures and records on electronic platforms, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act, each as may be amended and in effect from time to time; except that nothing herein shall require Agent to accept electronic signatures in any form or format without its prior written consent, including, without limitation, with respect to any Loan Document which is required by any applicable Governmental Authority to be filed, recorded, or otherwise registered with a manually executed original (and, as may be applicable, notarized) signature. Without limiting the generality of the foregoing, Borrower shall (and shall cause each other Loan Party to) promptly deliver to Agent a manually executed counterpart original counterpart of any Loan Document requested by Agent (which may include, without limitation, manual signatures of each applicable Loan Party (and, as may be applicable, any notary public) next to any electronic signature, as directed by Agent). Each of the parties hereto waives any defense or right to contest the validity, admissibility, or enforceability of this Agreement or the transactions contemplated hereby (and any and each related execution and delivery of any Loan Document or Assignment and Assumption) based solely on the lack of paper originals (including any manually executed signatures hereto or thereto).
[Signatures on following pages.]
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IN WITNESS WHEREOF, this Amendment has been executed by the undersigned parties as of the date first set forth above.
| BORROWER: | PHR TCI, LLC, | ||
| a Delaware limited liability company | |||
| By: | /s/ James A. Procaccianti | ||
| Name: | James A. Procaccianti | ||
| Title: | Authorized Signor |
||
[Signatures continue on following page.]
First Amendment to Loan Agreement and Other Loan Documents Hotel Indigo (Traverse City, MI) |
| AGENT AND LENDER: | CITIZENS BANK, N.A., | ||
| a national banking association | |||
| By: | /s/ Morgan Salmon | ||
| Name: | Morgan Salmon | ||
| Title | SVP | ||
[Consent and Agreement of Guarantor follows.]
First Amendment to Loan Agreement and Other Loan Documents Hotel Indigo (Traverse City, MI) |
CONSENT AND AGREEMENT OF GUARANTOR
WHEREAS, the payment and performance by the above-referenced Borrower of certain of its Obligations under the Loan Documents were guaranteed by the undersigned Guarantor pursuant to (i) that certain Limited Guaranty (re: Certain Specified Matters) and (ii) that certain Guaranty (re: Completion), each dated as of August 15, 2018, guaranteeing the matters that are set forth therein (singly and collectively, the “Guaranty”); and
WHEREAS, as a condition to the closing of the Loan modification contemplated by the above Amendment to which this Consent and Agreement of Guarantor is attached, Agent and Lenders have required that Guarantor execute this Consent and Agreement.
NOW, THEREFORE, in consideration of and as an inducement to Agent and Lenders entering into the above Amendment, Guarantor hereby:
(a) Consents to the execution by Borrower of the above Amendment;
(b) Agrees that the payment and performance of certain of the Borrower's obligations under the Loan Documents, as amended by the above Amendment, are guaranteed by the Guaranty pursuant to the terms of the Guaranty and further agrees that all references in the Guaranty to the Loan Agreement and the other Loan Documents shall be deemed to refer to the Loan Agreement and Loan Documents as amended by the above Amendment;
(c) Acknowledges that as of the date hereof it has no existing and asserted (and no basis for any unasserted) claims, counterclaims, defenses or rights of setoff whatsoever with respect to any obligations under the Loan Documents, and any such claims, counterclaims, defenses and rights of setoff are hereby waived and relinquished;
(d) Represents and warrants that the representations and warranties of Guarantor set forth in Section 6 of each Guaranty and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the date hereof with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties (i) expressly relate to an earlier date, in which case they shall be true and correct as of such earlier date, or (ii) are expressly qualified as to “Guarantor’s knowledge,” in which case they shall be true and correct in all material respects as so qualified, or (iii) represent that no material adverse change has occurred in Guarantor’s financial condition or business, in which case such representations and warranties are qualified by the effect on the same related to the novel coronavirus (COVID-19) pandemic;
(e) Represents and warrants to Agent and Lenders that the execution, delivery and performance of this Consent and Agreement of Guarantor have been duly authorized by all necessary action of Guarantor; and
(f) Consents to do business with Citizens Bank, N.A. and the other parties to the Loan electronically (including, without limitation, by use of electronic signatures), and acknowledges and agrees that executed electronic signature pages may be attached as separate counterparts to this Consent and Agreement of Guarantor with the same effect as manually delivered counterparts.
[Guarantor’s signature on following page(s).]
First Amendment to Loan Agreement and Other Loan Documents Hotel Indigo (Traverse City, MI) |
IN WITNESS WHEREOF, the undersigned Guarantor has executed this Consent and Agreement of Guarantor as of the date first above written.
| GUARANTOR: | TH Investment Holdings II, LLC, | ||
| Delaware limited liability company | |||
| By: | /s/ James A. Procaccianti | ||
| Name: | James A. Procaccianti | ||
| Title: | Manager | ||
First Amendment to Loan Agreement and Other Loan Documents Hotel Indigo (Traverse City, MI) |
Exhibit 10.2
SWAP MODIFICATION AGREEMENT
THIS SWAP MODIFICATION AGREEMENT (this “Modification Agreement”), is made on April 21, 2020 and effective as March 31, 2020 (the “Modification Effective Date”), is entered into by Citizens Bank, N.A. (“Party A”) and PHR TCI, LLC (“Party B”), in connection to the ISDA Master Agreement (as defined below).
BACKGROUND
1. Party A and Party B are parties to that certain ISDA Master Agreement and related Schedule, dated as of August 14, 2018 and all other documents executed in connection therewith (as amended, restated supplemented or otherwise modified through the date hereof, and including all swap transactions entered into pursuant thereto, the “ISDA Master Agreement”). Capitalized terms used herein but not defined herein shall have the meanings set forth in the ISDA Master Agreement.
2. Due to the economic impact of coronavirus disease (also referred to as COVID-19), Party B has requested that Party A (i) modify the requirements to make payments for Transactions under the ISDA Master Agreement to provide for a deferral of any payments due under the ISDA Master Agreement during the Modification Period as defined below, and (ii) make such other modifications to the ISDA Master Agreement as reflected herein (collectively, the “Swap Modifications”).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.
Section 1. Estoppel, Acknowledgement and Reaffirmation. Party B hereby acknowledges and agrees that as of the Modification Effective Date (i) that a Potential Event of Default under Section 5(a)(i) under the ISDA Master Agreement, has occurred or will occur with respect to Party B, (ii) Party A has not waived any of its rights it may exercise against Party B under the ISDA Master Agreement and (iii) each of Transaction covered under the ISDA Master Agreement constitutes a valid and subsisting obligation of Party B to Party A that is not subject to any credits, offsets, defenses, claims, counterclaims or adjustments of any kind.
Section 2. Swap Modifications. Subject to the terms and conditions set forth herein, Party A hereby agrees that, until the expiration or termination of Modification Period (as defined below), Party A shall not exercise Party A’s right to declare an Event of Default under Section 5(a)(i) under the ISDA Master Agreement due to Party B’s failure to make, when due, any payment to Party A under the ISDA Master Agreement (the “Deferred Swap Payments”), but only to the extent that such rights or remedies arise exclusively as a result of a failure to pay under Section 5(a)(i). Party A and Party B further acknowledge and agree that (i) from and after the expiration or termination of the Modification Period (as defined below), Party A shall be free to exercise any or all of Party A’s rights and remedies under the ISDA Master Agreement or applicable law arising due to the Potential Event of Default (or any other event of default), (ii) in connection with the ISDA Master Agreement, Party A shall have no obligation to enter into a Transaction unless consented to in writing by Party A, which consent may be granted or refused by Party A in its sole and absolute discretion, and (iii) no amounts under Section 2(a) of the ISDA Master Agreement shall be paid or delivered to Party B, but, instead, all such amounts shall be applied to the outstanding obligations under the ISDA Master Agreement or to satisfy any other obligations and liabilities owed to Party A as determined by Party A in its sole discretion, and (iv) Party B shall pay all Deferred Swap Payments on or before the Modification Period End Date. As used herein, the term “Modification Period” shall mean the period beginning on the Modification Effective Date and ending on the earliest to occur of (i) July 1, 2020 or (ii) a Modification Termination Event (as defined below) (the “Modification Period End Date”). Provided, however, that if Party B does pay all Deferred Swap Payments on or before the Modification Period End Date, Party A agrees that it will not subsequently declare an Event of Default under Section 5(a)(i) of the ISDA Master Agreement with respect to the Deferred Swap Payments.
Section 3. Non-Waiver. Notwithstanding Party A’s agreement to the Swap Modifications, Party B acknowledges and agrees that this Modification Agreement does not constitute a waiver of the Potential Event of Default, or a waiver of any other Event of Default (as defined under the ISDA Master Agreement, whether now or in the future, or a waiver (except as expressly set forth herein) of any other term, provision, duty, obligation, covenant, liability, right, remedy, power or remedy of any party to the ISDA Master Agreement, and the Swap Modifications evidenced hereby shall not be a waiver of Party A’s rights to refuse to enter into any future agreements. This Modification Agreement shall not limit, restrict or impair in any way any of Party A’s rights under the ISDA Master Agreement which are unrelated to rights and remedies upon an Event of Default under the ISDA Master Agreement.
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Section 4. Modification Termination Events. The Swap Modifications herein do not constitute an agreement by Party A to waive or not exercise any of the rights or remedies available to Party A under the ISDA Master Agreement, or applicable law (all of which rights and remedies are hereby expressly reserved by Party A) upon or after the occurrence of a Modification Termination Event. As used herein, during the Modification Period, a “Modification Termination Event” shall mean the occurrence of any of the following: (a) any breach of or default under any term or provision of this Modification Agreement by Party B, it being understood that, notwithstanding anything to the contrary in any other agreement, no cure or grace period shall apply to any provision of this Modification Agreement unless specifically set forth herein, (b) any Termination Event or any Event of Default under the ISDA Master Agreement other than an Event of Default under Section 5(a)(i) of the ISDA Master Agreement(c) any breach of a representation, warranty or covenant contained in this Modification Agreement by Party B, or the failure of any such representation, warranty or covenant to be true and correct in all material respects as of the date made.
Section 5. Representations and Warranties. Party B represents and warrants that:
(a) except with respect to the Potential Event of Default under Section 5(a)(i), no other event or condition has occurred and is continuing which would constitute an Event of Default or a Termination Event under the ISDA Master Agreement or any event that, if it continued uncured, with the lapse of time or notice, or both, would constitute any of the foregoing events; and
(b) except as expressly described above, its representations and warranties set forth in the ISDA Master Agreement are true and correct as of the date hereof, as though made on and as of such date (except to the extent such representations and warranties relate solely to an earlier date and then as of such earlier date), and such representations and warranties shall continue to be true and correct (to such extent) after giving effect to the transactions contemplated hereby.
Section 6. Effect of Modification; Ratification. Except as expressly set forth herein, the ISDA Master Agreement remains in full force and effect and are hereby ratified. This Modification shall not be deemed to expressly or impliedly waive, amend, or supplement any provision of the ISDA Master Agreement other than as specifically set forth herein.
Section 7. Bankruptcy Issues. In the event that Party B (i) files any voluntary petition under any chapter of title 11 of the United States Code (the “Bankruptcy Code”), or in any manner seeks any relief under any other state, federal or other insolvency law or laws providing for relief of debtors, or directly or indirectly causes a filing of any such petition or to seek any such relief; (ii) is named as a debtor or alleged debtor in any involuntary petition filed under any chapter of the Bankruptcy Code, or directly or indirectly causes any involuntary petition under any chapter of the Bankruptcy Code to be filed against it; (iii) directly or indirectly causes itself to become the subject of any proceeding pursuant to any other state, federal or other insolvency law or laws providing for the relief of debtors; or (iv) directly or indirectly causes the collateral or any of Party A’s interests in collateral to become the property of any bankruptcy estate or the subject of any state, federal or other bankruptcy, dissolution, liquidation or insolvency proceeding (each of the foregoing, a “Bankruptcy Event”), Party B agrees that it will not object, or support or join any third party in objecting to, Party A’s exercise of any right under the ISDA Master Agreement including, without limitation, any rights arising under Section 2(a)(iii) of the ISDA Master Agreement. Party B further agrees that the failure of Party A to promptly exercise rights of termination following any Bankruptcy Event shall not be deemed to be waiver of Party A’s rights under the ISDA Master Agreement to do so, all of which rights are expressly reserved. Party B expressly waives any rights it may have under ISDA Master Agreement Section 2(a)(iii)(2) to require Party A to designate an Early Termination Date.
Section 8. Release. In consideration of Party A’s willingness to enter into this Modification Agreement Party B hereby releases Party A and its officers, employees, representatives, Affiliates, agents, counsel and directors from any and all actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or unsuspected to the extent that any of the foregoing arises from any action or failure to act in connection with the ISDA Master Agreement on or prior to the date hereof.
Section 9. Affirmation of Liens. Party B affirms any liens created and granted by it in the ISDA Master Agreement and agrees that this Modification Agreement shall in no manner adversely affect or impair such Liens.
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Section 10. Modification Effective Date.
(a) Conditions Precedent. This Modification Agreement shall become effective as of the Modification Effective Date upon the satisfaction of each of the following conditions:
(i) receipt by Party A of duly executed counterparts of this Modification Agreement from Party B and any other required signatories;
(ii) No default or Event of Default (other than the Potential Event of Default under Section 5(a)(i) under the ISDA Master Agreement) shall have occurred and be continuing;
(iii) As of the Modification Effective Date, the representations and warranties contained in the ISDA Master Agreement shall be true and correct in all material respects on and as of the Modification Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; and
(iv) Party B shall have received all applicable approvals and consents.
(b) Going Effective. If all conditions to effectiveness shall be satisfied, this Modification Agreement shall be effective retroactive to the Modification Effective Date regardless of the date when such conditions have been satisfied and this Modification Agreement shall be effective as of the Modification Effective Date.
Section 11. Counterparts. This Modification Agreement may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
Section 12. Governing Law. This Modification Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the conflicts of law principles thereof (other than Section 5-1401 of the New York General Obligations Law).
Section 13. Section Headings. The various headings of this Modification Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Modification or any provision hereof.
Section 14. Entire Agreement. This Modification Agreement is intended by the parties hereto to be the final expression of their agreement with respect to the subject matter hereof, and is the complete and exclusive statement of the terms thereof, notwithstanding any representations, statements or agreements to the contrary heretofore made.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties have executed this Modification as of the date first written above.
| PHR TCI, LLC | |||
| By: | /s/ James A. Procaccianti | ||
| Name: | James A. Procaccianti | ||
| Title: | Authorized Signor | ||
| CITIZENS BANK, NATIONAL ASSOCIATION | |||
| By: | /s/ Morgan Salmon | ||
| Name: | Morgan Salmon | ||
| Title: | SVP | ||
Exhibit 10.3
OMNIBUS AMENDMENT AND REAFFIRMATION AGREEMENT
(Loan from East Boston Savings Bank)
This Omnibus Amendment and Reaffirmation Agreement (“Agreement”) is made as of the 23rd day of April, 2020, between and among Gano Holdings, LLC, a Rhode Island limited liability company (“Borrower”), Procaccianti Hotel REIT, Inc. (“GPHREIT”), a Maryland corporation, and East Boston Savings Bank (“Bank”).
WHEREAS, the Bank earlier made a loan to Borrower in the original amount of Thirteen Million One Hundred Thirty-Five Thousand Dollars ($13,135,000.00), increased in 2019 by Two Million Five Hundred Thousand Dollars ($2,500,000.00), and later increased in 2020 to $16,936,900.72, which loan (as previously so increased, the “Existing Loan”) is secured in part by improved property located at 220 India Street, Providence, Rhode Island, on which there is a 137-key hotel and parking area known as the Hilton Garden Inn (the “Hotel”), and which Loan as most recently modified by the terms and provisions of the Loan Documents, as “Loan Documents” is defined in paragraph 3 of the Omnibus Amendment, Assignment, Assumption, Release and Reaffirmation Agreement dated February 21, 2020 and as amended on March 24, 2020 between and among the Borrower, GPHREIT, the Bank and others (collectively, the “Prior Omnibus Amendment”); and
WHEREAS, at Borrower’s request due to the economic disruption caused by the COVID-19 virus, the Bank and Borrower have agreed to limited economic relief via a temporary deferral of sums otherwise payable under the Note, and certain other changes to the Loan as hereinafter noted;
NOW THEREFORE, for good and valuable consideration including the modifications to the Loan Documents hereinafter noted, the parties hereto agree as follows:
| 1. | Capitalized terms used herein and not otherwise defined in this Agreement shall have the meanings ascribed to them according to the terms of paragraph 3 of the prior Omnibus Agreement; |
| 2. | The provisions for payment of interest on the Note as set forth in subparagraph (a) on page 1 of the Note are modified with respect to the six payments, only, otherwise due on the six (6) consecutive payment days starting with the Payment Day (i.e., the 15th) in April, 2020. With respect to each of those six payments, the date for payment will be deferred until the date twelve (12) months after the date originally due (e.g., the payment originally due April 15, 2020 will be due one year thereafter, on April 15, 2021), |
| 3. | (a) All financial covenant testing and any requirements of the Borrower to comply with the same contained in the Loan Documents are waived until the year ending December 31, 2021. |
(b) All net worth, liquidity and financial covenant testing and any requirements of the Guarantor to comply with the same contained in the Loan Documents are waived until the year ending December 31, 2021.
| 4. | The Borrower hereby makes the following additional representations and warranties to the Bank: |
a. Beneficial Ownership Certificate: The Beneficial Ownership Certificate form (the “BOC”) submitted by the Borrower in connection with this Agreement is an accurate representation as of the date hereof of all individuals who own at least twenty-five percent (25%) of the ownership interests in the Borrower, and the name of the individual who is currently responsible for controlling, managing or directing the Borrower.
b. Prohibition of Certain Changes: Except as otherwise provided in the Loan Documents (including without limitation, the provisions of Section 6.3 of the Mortgage), the Borrower will not without the prior written consent of the Bank which shall not be unreasonably withheld or delayed: (i) change its name or enter into any merger or consolidation or effect any reorganization or recapitalization; (ii) except as required by any governmental order or requirement, make or permit any substantial change in, or cease in whole or in any material part, its business as now, or proposed to be, conducted; (iii) except as required by any governmental order or requirement, engage in any other activities materially different from the business now conducted; (iv) make any changes in the present executive or management personnel controlling the Borrower except for changes necessitated by the death or voluntary or involuntary termination of employment of any management personnel controlling the Borrower; (v) transfer twenty-five percent (25%) or more of the direct or indirect ownership interests in the Borrower; or (vi) subject to all of the foregoing, make any changes in the ownership interests of the Borrower, such that there is a material change, as determined by the Bank in its reasonable discretion, in the direct or indirect ownership interests of the Borrower.
c. Notification of Changes in the Borrower: The Borrower shall notify the Bank in writing sixty (60) days prior to: (i) any change in the direct or indirect ownership interests in the Borrower, unless no notice of such changes are required by the Loan Documents prior to this amendment and the change would not cause the last-delivered BOC to be inaccurate; or (ii) any change in the executive or management personnel controlling the Borrower. Written notice of any such proposed change shall be accompanied by a new Beneficial Ownership Certificate on the Bank’s form, which includes any updates or changes to the current form on file with the Bank.
| 5. | From and after the Payment Day for April 2020, through and including the date on which the Borrower repays to the Bank all deferred interest, the Borrower and Guarantor will provide the Bank with such financial information as the Bank may reasonably request in writing. |
| 6. | Notwithstanding anything in the Loan Documents to the contrary, Bank agrees that Borrower or its affiliates may apply for and obtain a so-called Paycheck Protection Program loan from the United States Small Business Administration (or any United States Small Business Administration approved lender) for the Hotel in such amounts as approved by such lenders and such loan shall is and shall hereby be allowed by Bank (without the requirement of any further consent, notice or approval by Bank ). |
| 7. | Notwithstanding anything in the Loan Documents to the contrary, Bank agrees that Borrower has satisfied any requirement in the Loan Documents to provide any notices to Bank (and further, the Bank waives any requirements of any notice by Borrower) with respect to the existence of this novel coronavirus (COVID-19) pandemic. |
| 8. | On or before the date of full execution and delivery of this Agreement, and thereafter unless and until the Loan is fully repaid, the Borrower will maintain its operating account for the Property with the Bank. |
| 9. | Each of the Borrower and Guarantor certify to the Bank that the party signing and delivering this document on its behalf has full power and authority to do so, that such person has signed and delivered the Agreement, and that the respective obligations of Borrower and Guarantor contained herein are enforceable in accordance with their terms. |
| 10. | Except only to the extent modified by the terms set forth in this Agreement, all the terms and provisions of the Loan Documents are hereby ratified and confirmed, and remain in full force and effect, respectively enforceable against Borrower and Guarantor, as applicable, without claim of any default for non-performance or otherwise through the date hereof against the Bank. |
| 11. | Given the restrictions imposed as a result of COVID-19, the Borrower and the Bank acknowledge and agree that delivery of an executed counterpart of this Amendment by facsimile, email transmission of a scanned image, or other electronic means shall be effective as delivery of an originally executed counterpart. Borrower, Guarantor and Bank agree that “execution,” “signed,” “signature,” and words of like import in this document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based record keeping system, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, The Massachusetts Uniform Electronic Transactions Act, the Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions Act or the Uniform Commercial Code, and the parties hereto hereby waive any objection to the contrary. |
[END OF TEXT; SIGNATURES ON NEXT PAGES]
Executed under seal as of the date first above written.
| BORROWER: | ||
| GANO HOLDINGS, LLC, | ||
| a Rhode Island limited liability company | ||
| By: | /s/ James A. Procaccianti | |
| James A. Procaccianti, | ||
| Its Authorized Signatory | ||
| GPHREIT: | ||
| Procaccianti Hotel REIT, INC., | ||
| a Maryland corporation | ||
| By: | /s/ James A. Procaccianti | |
| James A. Procaccianti, | ||
| Its Authorized Signatory | ||
STATE OF RHODE ISLAND
On the 21st day of April, 2020 before me, the undersigned notary public, personally appeared James A. Procaccianti, personally known to the notary to be the person whose name is signed on the preceding or attached document, and acknowledged to the notary that he signed it voluntarily for its stated purpose.
| /s/ Ron M. Hadar | |||
| NOTARY PUBLIC | |||
| [Affix Notarial Seal] | |||
| Printed Name: | Ron M. Hadar | ||
| My Commission Expires: | 12/28/2023 | ||
| BANK: | ||
| EAST BOSTON SAVINGS BANK | ||
| By: | /s/ Jonpaul Sallese | |
| Jonpaul Sallese | ||
| Vice President, Commercial Real Estate | ||