Exhibit 102



		

			Exhibit 10.2

		




		
			FIFTH AMENDMENT TO CREDIT AGREEMENT
		

		
			THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of August 9, 2019, effective as of August 9, 2019, by and among CONDOR HOSPITALITY LIMITED PARTNERSHIP, a Virginia limited partnership (“Borrower”), the undersigned parties to this Amendment executing as “Guarantors” (hereinafter referred to individually as “Guarantor” and collectively as “Guarantors”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), THE HUNTINGTON NATIONAL BANK (“Huntington”), BMO HARRIS BANK N.A. (“BMO”; KeyBank, Huntington and BMO collectively, the “Lenders”), and KeyBank as Agent for itself and the other Lenders from time to time a party to the Credit Agreement (as hereinafter defined) (KeyBank, in its capacity as Agent, is hereinafter referred to as “Agent”).
		

		
			W I T N E S S E T H:
		

		
			WHEREAS, the Borrower, Agent, KeyBank and the lenders party thereto are parties to that certain Credit Agreement dated as of March 1, 2017, as amended by that certain First Amendment to Credit Agreement and Other Loan Documents dated as of May 11, 2017 (the “First Amendment”), as amended by that certain Second Amendment to Credit Agreement dated as of December 13, 2017 (the “Second Amendment”), as amended by that certain Third Amendment to Credit Agreement dated as of March 8, 2019 (the “Third Amendment”), and as amended by that certain Fourth Amendment to Credit Agreement dated as of May 3, 2019 (the “Fourth Amendment”) (as such Credit Agreement, as amended by the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment, may be further varied, extended, supplemented, consolidated, replaced, increased, renewed, modified or amended from time to time, the “Credit Agreement”);
		

		
			WHEREAS, certain of the Guarantors executed and delivered to Agent that certain Unconditional Guaranty of Payment and Performance dated as of March 1, 2017, as amended by the First Amendment (as such Guaranty, as amended by the First Amendment, may be further varied, extended, supplemented, consolidated, replaced, increased, renewed, modified or amended from time to time, the “Guaranty”);
		

		
			WHEREAS, Borrower and certain of the Guarantors executed and delivered to Agent that certain Cash Collateral Account Agreement dated as of March 1, 2017, as amended by that certain First Amendment to Cash Collateral Account Agreement dated as of March 24, 2017, as amended by the First Amendment, as amended by that certain Second Amendment to Cash Collateral Account Agreement dated as of June 21, 2017, as amended by that certain Third Amendment to Cash Collateral Account Agreement dated as of August 31, 2017, as amended by that certain Fourth Amendment to Cash Collateral Account Agreement dated as of January 17, 2018, and as amended by that certain Fifth Amendment to Cash Collateral Account Agreement dated as of February 21, 2018 (as the same may be further varied, extended, supplemented, consolidated, replaced, increased, renewed, modified or amended from time to time, the “Cash Collateral Agreement”);
		

		
			WHEREAS, CDOR TLH Magnolia, LLC, TRS TLH Magnolia, LLC, CDOR LEX Lowry, LLC, TRS LEX Lowry, LLC, CDOR AUS Louis, LLC and TRS AUS Louis, LLC have become a party to the Guaranty and the Cash Collateral Agreement pursuant to that certain Joinder Agreement dated March 24, 2017; and 
		

		

		

		 

 

		WHEREAS CDOR MCO Village, LLC and TRS MCO Village, LLC have become a party to the Guaranty and the Cash Collateral Agreement pursuant to that certain Joinder Agreement dated June 21, 2017; and
		

		
			WHEREAS, CDOR ELP Edge, LLC, TRS ELP Edge, LLC, CDOR AUS Casey, LLC and TRS AUS Casey, LLC have become a party to the Guaranty and the Cash Collateral Agreement pursuant to that certain Joinder Agreement dated August 31, 2017; and
		

		
			WHEREAS, CDOR AUS Tech, LLC and TRS AUS Tech, LLC have become a party to the Guaranty and the Cash Collateral Agreement pursuant to that certain Joinder Agreement dated January 17, 2018; and 
		

		
			WHEREAS, CDOR CHS Holiday, LLC and TRS CHS Holiday, LLC have become a party to the Guaranty and the Cash Collateral Agreement pursuant to that certain Joinder Agreement dated February 21, 2018; and
		

		
			WHEREAS, the Borrower and the Guarantors have requested that the Agent and the Lenders make certain modifications to the Credit Agreement and Agent and the undersigned Lenders have consented to such modifications, subject to the execution and delivery of this Amendment.
		

		
			NOW, THEREFORE, for and in consideration of the sum of TEN and NO/100 DOLLARS ($10.00), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby covenant and agree as follows:
		
Definitions
		
			.  Capitalized terms used in this Amendment, but which are not otherwise expressly defined in this Amendment, shall have the respective meanings given thereto in the Credit Agreement.
		
Modifications of the Credit Agreement
		
			.  The Borrower, Agent and the Lenders do hereby modify and amend the Credit Agreement as follows:
		

			
	
			
				 (a)
			By inserting the following new definition in §1.1 of the Credit Agreement:




		
			“Aloft Atlanta Term Loan.  A term loan in the original principal face amount of up to $34,080,000.00 from KeyBank now or hereafter made, jointly and severally, to Condor Hospitality Limited Partnership, Spring Street Hotel Property LLC, a Delaware limited liability company (“Spring Street Fee Owner”), and Spring Street Hotel OpCo LLC, a Delaware limited liability company (“Spring Street Operating Lessee”), which term loan will be secured by, among other things, the real property and improvements commonly known as the Aloft Atlanta Downtown located at 300 Ted Turner Drive NW, Atlanta, Georgia 30308.”
		

			
	
			
				 (b)
			By modifying §1.2(n) of the Credit Agreement by inserting the following new sentence at the end of such section:




		
			“For the avoidance of doubt, during the period beginning on the date of the incurrence of the Aloft Atlanta Term Loan, and ending six (6) calendar months thereafter, the financial covenants in §8 and §9 shall continue to be calculated based 
		

		 


		

			2

		


		

			

		


			 

		


		

			 

		


		

			 

		


		

			 

		


		



 

		on the REIT's Equity Percentage of the Spring Street Fee Owner and Spring Street Operating Lessee.”
		

			
	
			
				 (c)
			By deleting in its entirety §8.1(i) of the Credit Agreement, and inserting in lieu thereof the following:




		
			“(i)subject to the provisions of §9, Recourse Indebtedness of the REIT and its Subsidiaries, provided that the aggregate amount of such Recourse Indebtedness (excluding the Obligations) shall not at any time exceed ten percent (10%) of Consolidated Total Asset Value; provided further, however, that the Aloft Atlanta Term Loan shall be excluded for the purposes of determining the amount of Recourse Indebtedness in this §8.1(i) during the period beginning on the date of the incurrence of the Aloft Atlanta Term Loan, and ending six (6) calendar months thereafter.”
		

			
	
			
				 (d)
			By deleting in its entirety §8.7(b) of the Credit Agreement, and inserting in lieu thereof the following:




		
			“(b)The Borrower, General Partner and REIT shall not pay any Distribution to their partners or shareholders, respectively, to the extent that the aggregate amount of such Distribution paid, when added to the aggregate amount of all other Distributions paid in any period of four (4) consecutive fiscal quarters, exceeds one hundred five percent (105%) of Funds Available for Distribution for the period ending as of June 30, 2019, and, ninety-five percent (95%) of Funds Available for Distribution for any such period thereafter; provided that the limitations contained in this §8.7(b) shall not preclude Distributions in an amount equal to the minimum distributions required under the Code to maintain the REIT Status of REIT, as evidenced by a certification of the principal financial or accounting officer of REIT containing calculations in detail reasonably satisfactory in form and substance to the Agent.  For the purposes of calculating compliance with this §8.7(b), Funds Available For Distribution and Distributions shall be calculated for the prior four (4) consecutive fiscal quarters most recently ended.  Nothing in this §8.7(b) shall prohibit Distributions by the Borrower to the General Partner and Distributions by the General Partner to the REIT to facilitate Distributions by the REIT otherwise permitted in this §8.7(b).  In addition, Distributions from the Borrower to the General Partner and Distributions from the General Partner to the REIT shall not be counted in either the one hundred five percent (105%) or the ninety-five percent (95%) limitation, as applicable, set forth above.”
		

			
	
			
				 (e)
			By deleting in its entirety §9.8 of the Credit Agreement, and inserting in lieu thereof the following:




		
			“§9.8Unhedged Variable Rate Debt.  The Borrower will not at any time permit the Unhedged Variable Rate Debt of the REIT and its Subsidiaries on a Consolidated basis to exceed twenty-five percent (25%) of Consolidated Total Asset Value; provided, however, that the Aloft Atlanta Term Loan shall be excluded from the calculation of Unhedged Variable Rate during the period beginning on the incurrence of the Aloft Atlanta Term Loan, and ending six (6) calendar months thereafter.”
		

		 


		

			3

		


		

			

		


			 

		


		

			 

		


		

			 

		


		

			 

		


		



 
References to Credit Agreement
		
			.  All references in the Loan Documents to the Credit Agreement shall be deemed a reference to the Credit Agreement as modified and amended herein.
		
Consent of Guarantors
		
			.  By execution of this Amendment, Guarantors hereby expressly consent to the modifications and amendments relating to the Credit Agreement as set forth herein and the execution and delivery of and any other agreements contemplated hereby, and Borrower and Guarantors hereby acknowledge, represent and agree that the Credit Agreement, as modified and amended herein, and the other Loan Documents, as the same may be modified in connection with this Amendment, remain in full force and effect and constitute the valid and legally binding obligation of Borrower and Guarantors, respectively, enforceable against such Persons in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and the effect of general principles of equity, and that the Guaranty extends to and applies to the foregoing documents as modified and amended.
		
Representations
		
			.  Borrower and Guarantors represent and warrant to Agent and the Lenders as follows as of the date of this Amendment:
		
Authorization
		
			.  The execution, delivery and performance by the Borrower and the Guarantors of this Amendment and any other agreements contemplated hereby and the transactions contemplated hereby and thereby (i) are within the authority of Borrower and Guarantors, (ii) have been duly authorized by all necessary proceedings on the part of such Persons, (iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which any of such Persons is subject or any judgment, order, writ, injunction, license or permit applicable to such Persons, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement, operating agreement, articles of incorporation or other charter documents or bylaws of, or any agreement or other instrument binding upon, any of such Persons or any of its properties, (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of such Persons other than the liens and encumbrances in favor of the Agent contemplated by this Amendment and the other Loan Documents, and (vi) do not require any approval or consent of any Person other than those already obtained and delivered to the Agent.
		
Enforceability
		
			.  This Amendment and each other document executed and delivered in connection with this Amendment are the valid and legally binding obligations of Borrower and Guarantors, enforceable in accordance with the respective terms and provisions hereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and the effect of general principles of equity.
		
Approvals
		
			.  The execution, delivery and performance by the Borrower and the Guarantors of this Amendment and any other agreements contemplated hereby and the transactions contemplated hereby and thereby do not require the approval or consent of, or filing or registration with, or the giving of any notice to, any court, department, board, governmental agency or authority other than those already obtained.
		

		 


		

			4

		


		

			

		


			 

		


		

			 

		


		

			 

		


		

			 

		


		



 
Reaffirmation
		
			.  Each of the representations and warranties made by or on behalf of Borrower, Guarantors or any of their respective Subsidiaries contained in this Amendment, the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Credit Agreement or this Amendment are true in all material respects as of the date as of which they were made and are true in all material respects as of the date hereof, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date).
		

		
			No Default.  By execution hereof, the Borrower and Guarantors certify that the Borrower and Guarantors are and will be in compliance with all covenants under the Loan Documents immediately after the execution and delivery of this Amendment and the other documents executed in connection herewith, and that no Default or Event of Default has occurred and is continuing.
		
Waiver of Claims
		
			.  Borrower and Guarantors acknowledge, represent and agree that Borrower and Guarantors as of the date hereof have no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature whatsoever with respect to the Loan Documents, the administration or funding of the Loans or Letters of Credit or with respect to any acts or omissions of Agent or any Lender, or any past or present officers, agents or employees of Agent or any Lender, and each of Borrower and Guarantors does hereby expressly waive, release and relinquish any and all such defenses, setoffs, claims, counterclaims and causes of action, if any.
		
Ratification
		
			.  Except as hereinabove set forth, all terms, covenants and provisions of the Credit Agreement and the other Loan Documents remain unaltered and in full force and effect, and the parties hereto do hereby expressly ratify and confirm the Credit Agreement and the other Loan Documents.  Nothing in this Amendment or any other document executed in connection herewith shall be deemed or construed to constitute, and there has not otherwise occurred, a novation, cancellation, satisfaction, release, extinguishment or substitution of the indebtedness evidenced by the Notes or the other obligations of Borrower and Guarantors under the Loan Documents (including without limitation the Guaranty).  This Amendment shall constitute a Loan Document.
		
Counterparts
		
			.  This Amendment may be executed in any number of counterparts which shall together constitute but one and the same agreement.
		
Miscellaneous
		
			.  THIS AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors, successors-in-title and assigns as provided in the Credit Agreement.
		
Amendments of Other Loan Documents
		
			.  The Lenders authorized Agent to execute and deliver amendments to the other Loan Documents as Agent deems appropriate contemporaneously with the execution and delivery of this Amendment.
		

		 


		

			5

		


		

			

		


			 

		


		

			 

		


		

			 

		


		

			 

		


		



 
Effective Date
		
			.  This Amendment shall be deemed effective and in full force and effect (the “Effective Date”) upon confirmation by the Agent of the satisfaction of the following conditions:
		

			
	
			
				 (f)
			the execution and delivery of this Amendment by Borrower, Guarantors, Agent, and the Required Lenders;




			
	
			
				 (g)
			receipt by Agent of such other resolutions, certificates, documents, instruments and agreements as the Agent may reasonably request; and




			
	
			
				 (h)
			the Borrower shall have paid the reasonable fees and expenses of Agent in connection with this Amendment and the transactions contemplated hereby.




		
			[CONTINUED ON NEXT PAGE]
		

		
			 
		


		

		

		 


		

			6

		


		

			

		


			 

		


		

			 

		


		

			 

		


		

			 

		


		



 


		

			 

		




		IN WITNESS WHEREOF, the parties hereto, acting by and through their respective duly authorized officers and/or other representatives, have duly executed this Amendment under seal as of the day and year first above written.
		

			
					
						﻿

					
					
						 

				
	
					
						﻿

					
					
						BORROWER:

				
	
					
						﻿

					
					
						CONDOR HOSPITALITY LIMITED PARTNERSHIP, a Virginia limited partnership

					
						By:Condor Hospitality REIT Trust, a Maryland real estate investment trust, its general partner

					
						By: /s/ Arinn Cavey
Name: Arinn Cavey 
Title: Vice President

					
						 

					
						 

				
	
					
						﻿

					
					
						GUARANTORS:

				
	
					
						﻿

					
					
						CONDOR HOSPITALITY REIT TRUST, a 
Maryland real estate investment trust

					
						By: /s/ Arinn Cavey
Name: Arinn Cavey 
Title: Vice President

					
						 

					
						 

				
	
					
						﻿

					
					
						CONDOR HOSPITALITY TRUST, INC., a 
Maryland corporation

					
						By: /s/ Arinn Cavey
Name: Arinn Cavey

					
						Title: Interim Chief Financial Officer and Chief Accounting Officer

					
						 

					
						 

				


		 


		

			(Signatures Continued On Next Page)

		


		

			 

		


		

			Signature Page to Fifth Amendment to Credit Agreement - KeyBank/Condor

		




 

			
					
						﻿

					
					
						TRS LEASING, INC., a Virginia corporation

					
						By: /s/ Arinn Cavey
Name: Arinn Cavey
Title: Vice President 

				
	
					
						﻿

					
					
						SPPR-SOUTH BEND, LLC, a Delaware limited 
liability company

					
						By:Condor Hospitality Limited Partnership, a 
Virginia limited partnership, its manager

					
						By:Condor Hospitality REIT Trust, a Maryland 
real estate investment trust, its general partner

					
						By: /s/ Arinn Cavey

					
						Name: Arinn Cavey

					
						Title: Vice President

					
						 

					
						 

				
	
					
						﻿

					
					
						SPPR-DOWELL, LLC, a Delaware limited liability 
company

					
						By:SPPR-Dowell Holdings, Inc., a Delaware 
corporation, its manager

					
						By: /s/ Arinn Cavey
Name: Arinn Cavey
Title: Vice President

				
	
					
						﻿

					
					
						SPPR-DOWELL HOLDINGS, INC., a Delaware 
corporation

					
						By:/s/ Arinn Cavey
Name: Arinn Cavey
Title: Vice President

					
						 

					
						 

				


		 


		

			(Signatures Continued On Next Page)

		


		

			 

		


		

			Signature Page to Fifth Amendment to Credit Agreement - KeyBank/Condor

		




 

			
					
						﻿

					
					
						SPPR-DOWELL TRS SUBSIDIARY, LLC, a 
Delaware limited liability company

					
						By:Condor Hospitality REIT Trust, a Maryland real 
estate investment trust, its manager

					
						By:/s/ Arinn Cavey
Name: Arinn Cavey
Title: Vice President

					
						 

					
						 

					
						 

				
	
					
						﻿

					
					
						SOLOMONS BEACON INN LIMITED 
PARTNERSHIP, a Maryland limited partnership

					
						By:Solomons GP, LLC, a Delaware limited liability 
company, its general partner

					
						By:/s/ Arinn Cavey
Name: Arinn Cavey
Title: Vice President

					
						 

					
						 

				
	
					
						﻿

					
					
						SOLOMONS GP, LLC, a Delaware limited liability 
company

					
						By:/s/ Arinn Cavey
Name: Arinn Cavey
Title: Vice President

					
						 

					
						 

				
	
					
						﻿

					
					
						TRS SUBSIDIARY, LLC, a Delaware limited 
liability company

					
						By:/s/ Arinn Cavey
Name: Arinn Cavey
Title: Vice President

					
						 

					
						 

				


		 


		

			(Signatures Continued On Next Page)

		


		

			 

		


		

			Signature Page to Fifth Amendment to Credit Agreement - KeyBank/Condor

		




 

			
					
						﻿

					
					
						SPPR-HOTELS, LLC, a Delaware limited liability 
company

					
						By:SPPR Holdings, Inc., a Delaware corporation, its manager

					
						By:/s/ Arinn Cavey
Name: Arinn Cavey
Title: Vice President

					
						 

					
						 

				
	
					
						﻿

					
					
						SPPR HOLDINGS, INC., a Delaware corporation

					
						By:/s/ Arinn Cavey
Name: Arinn Cavey
Title: Vice President

					
						 

				



		
			﻿
		

		
			 
		


		 


		

			(Signatures Continued On Next Page)

		


		

			 

		


		

			Signature Page to Fifth Amendment to Credit Agreement - KeyBank/Condor

		




 


		

			 

		




			
					
						﻿

					
					
						TRS Leasing, Inc., a Virginia corporation, its manager

					
						/s/ Arinn Cavey
Name: Arinn Cavey
Title: Vice President

					
						 

				
	
					
						﻿

					
					
						SPPR TRS SUBSIDIARY, LLC, a Delaware 
limited liability company

					
						By:TRS Leasing, Inc., a Virginia corporation, its manager

					
						By:/s/ Arinn Cavey
Name: Arinn Cavey
Title: Vice President

				
	
					
						﻿

					
					
						CDOR AUS LOUIS, LLC, a Delaware

					
						limited liability company

					
						By:/s/ Arinn Cavey

					
						Name: Arinn Cavey

					
						Title: Vice President

				
	
					
						﻿

					
					
						CDOR LEX LOWRY, LLC, a Delaware limited liability company

					
						By:/s/ Arinn Cavey

					
						Name: Arinn Cavey 

					
						Title: Vice President

					
						 

				
	
					
						﻿

					
					
						CDOR TLH MAGNOLIA, LLC, a Delaware limited liability company

					
						By:/s/ Arinn Cavey

					
						Name: Arinn Cavey

					
						Title: Vice President

					
						 

				
	
					
						﻿

					
					
						TRS AUS LOUIS, LLC, a Delaware limited liability company

					
						 

					
						By:/s/ Arinn Cavey

					
						Name: Arinn Cavey

					
						Title: Vice President

					
						 

				


		 


		

			(Signatures Continued On Next Page)

		


		

			 

		


		

			Signature Page to Fifth Amendment to Credit Agreement - KeyBank/Condor

		




 

			
					
						﻿

					
					
						TRS LEX LOWRY, LLC, a Delaware limited liability company

					
						 

					
						By:/s/ Arinn Cavey

					
						Name: Arinn Cavey

					
						Title: Vice President

					
						 

				
	
					
						﻿

					
					
						TRS TLH MAGNOLIA, LLC, a Delaware limited liability company

					
						 

					
						By:/s/ Arinn Cavey

					
						Name: Arinn Cavey

					
						Title: Vice President

					
						 

				
	
					
						﻿

					
					
						CDOR MCO VILLAGE, LLC, a Delaware 
limited liability company

					
						 

					
						By:/s/ Arinn Cavey

					
						Name: Arinn Cavey

					
						Title: Vice President

					
						 

				
	
					
						﻿

					
					
						TRS MCO VILLAGE, LLC, a Delaware 
limited liability company

					
						 

					
						By:/s/ Arinn Cavey

					
						Name: Arinn Cavey

					
						Title: Vice President

					
						 

				
	
					
						﻿

					
					
						CDOR ELP EDGE, LLC, a Delaware 

					
						limited liability company

					
						 

					
						By:/s/ Arinn Cavey

					
						Name: Arinn Cavey

					
						Title: Vice President

					
						 

				
	
					
						﻿

					
					
						TRS ELP EDGE, LLC, a Delaware limited 

					
						liability company

					
						 

					
						By:/s/ Arinn Cavey

					
						Name: Arinn Cavey

					
						Title: Vice President

					
						 

				


		 


		

			(Signatures Continued On Next Page)

		


		

			 

		


		

			Signature Page to Fifth Amendment to Credit Agreement - KeyBank/Condor

		




 

			
					
						﻿

					
					
						CDOR AUS CASEY, LLC, a Delaware 

					
						limited liability company

					
						 

					
						By:/s/ Arinn Cavey

					
						Name: Arinn Cavey

					
						Title: Vice President

					
						 

				
	
					
						﻿

					
					
						TRS AUS CASEY, LLC, a Delaware limited 

					
						liability company

					
						 

					
						By:/s/ Arinn Cavey

					
						Name: Arinn Cavey

					
						Title: Vice President

				
	
					
						﻿

					
					
						CDOR AUS TECH, LLC, a Delaware 

					
						limited liability company

					
						 

					
						By:/s/ Arinn Cavey

					
						Name: Arinn Cavey

					
						Title: Vice President

					
						 

				
	
					
						﻿

					
					
						TRS AUS TECH, LLC, a Delaware limited 

					
						liability company

					
						 

					
						By:/s/ Arinn Cavey

					
						Name: Arinn Cavey

					
						Title: Vice President

					
						 

				
	
					
						﻿

					
					
						CDOR CHS HOLIDAY, LLC, a Delaware 

					
						limited liability company

					
						 

					
						By:/s/ Arinn Cavey

					
						Name: Arinn Cavey

					
						Title: Vice President

					
						 

				
	
					
						﻿

					
					
						TRS CHS HOLIDAY, LLC, a Delaware limited 

					
						liability company

					
						 

					
						By:/s/ Arinn Cavey

					
						Name: Arinn Cavey

					
						Title: Vice President

					
						 

				



		
			﻿
		

		
			 
		


		

		

		 


		

			(Signatures Continued On Next Page)

		


		

			 

		


		

			Signature Page to Fifth Amendment to Credit Agreement - KeyBank/Condor

		




 


		

			 

		




		﻿
		

		
			﻿
		

		
			LENDERS:
		

		
			KEYBANK NATIONAL ASSOCIATION, individually and as Agent
		

		
			By:      /s/ Thomas Z. Schmitt
Name: Thomas Z. Schmitt
Title:   Assistant Vice President
		

		
			THE HUNTINGTON NATIONAL BANK
		

		
			By:      /s/ Laruen D. Baltic_______________________
Name: Lauren D. Baltic
Title:   AVP
		

		
			BMO HARRIS BANK N.A.
		

		
			By:      /s/ Gwendolyn Gatz_________________
Name: Gwendolyn Gatz
Title:   Director
		

		
			﻿
		

		 


		

			Signature Page to Fifth Amendment to Credit Agreement - KeyBank/Condor