SECOND AMENDMENT TO MASTER CREDIT AGREEMENT
Exhibit 10.7
SECOND AMENDMENT TO
THIS SECOND AMENDMENT TO MASTER CREDIT AGREEMENT (this “Amendment”) is entered into as of March 11, 2024, by and among GROUP 1 REALTY, INC., a corporation organized under the laws of the State of Delaware; AMR REAL ESTATE HOLDINGS, LLC, a limited liability company organized under the laws of the State of Delaware; GROUP 1 REALTY NE, LLC, a limited liability company organized under the laws of the Commonwealth of Massachusetts; G1R CLEAR LAKE, LLC, a limited liability company organized under the laws of the State of Texas; and LHM ATO, LLC, a limited liability company organized under the laws of the State of Utah (individually and collectively, “Borrower”), and ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
RECITALS
A. The Borrower is currently indebted to Bank pursuant to the terms and conditions of (i) that certain Term Note with Draw Period dated as of February 12, 2024 in the original principal amount of $250,000,000.00, executed by the Borrower and payable to the order of Bank (as modified from time to time, the “Note”), and (ii) that certain Master Credit Agreement between the Borrower and Bank dated as of February 12, 2024 (as modified from time to time, including as modified by that certain First Amendment to Master Credit Agreement dated as of March 1, 2024, the “Credit Agreement”).
B. The Borrower is the owner of certain real property and the Borrower has requested that such real property be added as a “Property” under the Credit Agreement, and the Borrower shall deliver one or more Mortgages and Security Agreements to grant the Bank a security interest in such real property.
C. In addition to the foregoing, the Borrower and Bank have agreed to certain other changes in the terms and conditions set forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said changes.
D. All terms defined in the Credit Agreement shall have the same meaning when used in this Amendment.
NOW, THEREFORE, with the foregoing recitals incorporated by reference and made a part hereof and intending to be legally bound, the parties hereto agree as follows:
1. AMENDMENTS TO CREDIT AGREEMENT.
1.1 The Maximum Aggregate Amount after giving effect to the this Amendment and the Advances made contemporaneously herewith is ONE HUNDRED FIFTY-FOUR MILLION ONE HUNDRED SEVENTY-SEVEN THOUSAND AND 00/100 DOLLARS ($154,177,000.00).
1.2 Exhibit 1.2.4 to the Credit Agreement is hereby deleted in its entirety and the attached new Exhibit 1.2.4 is hereby substituted in lieu thereof.
1.3 Exhibit 1.4 to the Credit Agreement is hereby deleted in its entirety and the attached new Exhibit 1.4 is hereby substituted in lieu thereof.
2. EFFECTIVENESS CONDITIONS. The effectiveness of this Amendment is subject to the fulfillment to Bank’s satisfaction of all of the following conditions:
2.1 Execution of this Amendment by all parties hereto.
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Exhibit 10.7
2.2 Borrower shall have delivered a Mortgage and Assignment of Rents and Leases and a Security Agreement: Fixtures for the Property located at ▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
2.3 Bank shall have received a Reaffirmation of Guaranty from GROUP 1 AUTOMOTIVE, INC.
2.4 Bank shall have received a Guaranty Agreement from GPI SC-DM, LLC.
2.5 Bank shall have received a Guaranty Agreement from GPI SC-H, LLC.
2.6 Payment by the Borrower of the ratable Loan Fee due in connection with this Amendment, in the amount of $93,825.00.
2.7 Bank shall have received all additional documents which may be required in connection with this Amendment.
3. FULL FORCE AND EFFECT. Except as specifically provided herein, all terms and conditions of the Credit Agreement and Note remain in full force and effect, without waiver or modification.
4. REAFFIRMATION. The Borrower hereby remakes all representations and warranties contained in the Credit Agreement and reaffirms all covenants set forth therein and in the other Loan Documents. Borrowers further certify that as of the date of this Amendment there exists no Event of Default as defined in the Credit Agreement, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event of Default.
5. COUNTERPARTS. This Amendment may be executed in one or more counterparts, each of which counterparts shall be deemed an original.
6. GOVERNING LAW. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without reference to the conflicts of law or choice of law principles thereof.
(Remainder of page intentionally left blank; signatures on following page)
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Exhibit 10.7
WAIVER OF APPRAISAL RIGHTS. The laws of South Carolina provide that in any real estate foreclosure proceeding a defendant against whom a personal judgment is taken or asked may within thirty days after the sale of the Property apply to the court for an order of appraisal. The statutory appraisal value as approved by the court would be substituted for the high bid and may decrease the amount of any deficiency owing in connection with the transaction. BORROWER HEREBY WAIVES AND RELINQUISHES THE STATUTORY APPRAISAL RIGHTS, WHICH MEANS THE HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIED TO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THE PROPERTY.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first written above.
GROUP 1 REALTY, INC., a Delaware corporation By: ________________________ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President | GROUP 1 REALTY NE, LLC, a Massachusetts limited liability company By: Group 1 Realty, Inc., its Sole Member By: ________________________ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President | ||||
AMR REAL ESTATE HOLDINGS, LLC, a Delaware limited liability company By: Group 1 Realty NE, LLC, its Sole Member By: Group 1 Realty, Inc., its Sole Member By: ________________________ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President | G1R CLEAR LAKE, LLC, a Texas limited liability company By: Group 1 Realty, Inc., its Sole Member By: ________________________ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President | ||||
LHM ATO, LLC, a Utah limited liability company By: GPI NM-T, Inc., its Sole Member By: ________________________ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President | ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION By:___________________________ ▇▇▇▇ ▇▇▇▇▇▇▇, Director | ||||
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Exhibit 10.7
EXHIBIT 1.2.4
PROPERTIES AFTER GIVING EFFECT TO THE SECOND AMENDMENT TO MASTER CREDIT AGREEMENT
| Property | Release Price (lesser of cost or appraised value) | Loan Allocation Amount | ||||||
| 16600, 16620, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | $14,600,000.00 | $11,680,000.00 | ||||||
| ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ 20784 | $5,325,000.00 | $4,260,000.00 | ||||||
| 9701, 9722 & ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | $11,320,000.00 | $9,056,000.00 | ||||||
| ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | $23,500,000.00 | $18,800,000.00 | ||||||
| ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | $3,650,000.00 | $2,920,000.00 | ||||||
| 9533, 9521, and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | $2,800,000.00 | $1,680,000.00 | ||||||
| ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ 77598 | $57,500,000.00 | $46,000,000.00 | ||||||
| ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ | $20,000,000.00 | $16,000,000.00 | ||||||
| ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ | $23,170,000.00 | $18,536,000.00 | ||||||
| ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ | $8,100,000.00 | $6,480,000.00 | ||||||
| 155, 161 and ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | $25,050,000.00 | $18,765,000.00 | ||||||
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Exhibit 10.7
EXHIBIT 1.4
GUARANTORS AFTER GIVING EFFECT TO THE SECOND AMENDMENT TO MASTER CREDIT AGREEMENT
GROUP 1 AUTOMOTIVE, INC.
GPI MD-T, LLC
GPI MD-K, LLC
GPI MD-HII, LLC
GPI MD-H GREENBELT, LLC
GPI MD-HY, LLC
GPI TX-SBIV, INC.
GPI TX-DMII, INC.
GPI TX-AII, INC.
▇▇▇▇▇▇-F, INC.
LUBBOCK MOTORS-GM, INC.
GPI SC-DM, LLC
GPI SC-H, LLC
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