Exhibit 10.5
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER
THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT
AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE
AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER,
SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND
ANY APPLICABLE STATE SECURITIES LAWS.
THIS NOTE IS SUBJECT TO THE TERMS AND CONDITIONS OF A SUBORDINATION AND
STANDSTILL AGREEMENT DATED OF EVEN DATE HEREWITH BY AND AMONG, AMONG OTHERS,
BORROWER, KEYBANK NATIONAL ASSOCIATION AND LENDER (THE "SUBORDINATION
AGREEMENT").
CONVERTIBLE PROMISSORY NOTE AND LOAN AGREEMENT
THIS CONVERTIBLE PROMISSORY NOTE AND LOAN AGREEMENT (as the same may from time
to time be amended, restated, modified or otherwise supplemented, this "Note"),
dated as of November 18, 2020 (the "Effective Date"), is executed by CONDOR
HOSPITALITY TRUST, INC., a Maryland corporation (together with its successors
and assigns permitted hereunder, the "Borrower"), in favor of Efanur, S.A., an
Uruguay limited partnership (together with its successors and assigns, the
"Lender").
ARTICLE 1
PROMISE TO PAY
For value received, Borrower hereby promises to pay to the order of Lender the
principal sum of Two Million Seven Hundred and Seventy-Nine Thousand and Five
Hundred and Fifty-Seven Dollars ($2,779,557),plus any capitalized interest (as
described below) or the unpaid balance of all principal advanced against this
Note, plus any capitalized interest, if that amount is less, together with
interest thereon, each as set forth herein (including, without limitation,
pursuant to Sections 2.1, 2.3 and 2.4 below).
ARTICLE 2
LOAN FACILITY
2.1. Description.
(a) Subject to the other terms and conditions of this Note, Lender hereby agrees
to make available to Borrower on the Effective Date a loan (the "Loan") in the
original principal amount of Two Million Seven Hundred and Seventy-Nine Thousand
and Five Hundred and Fifty-Seven Dollars ($2,779,557), the proceeds of which are
to be used by Borrower exclusively for the payment on the Effective Date of
outstanding principal and accrued but unpaid interest owing by Borrower to the
Senior Lenders (as defined below) under that certain Credit Agreement dated as
of March 1, 2017 (as the same has been amended, restated, supplemented or
otherwise modified from time to time, the "Senior Loan Agreement") among KeyBank
National Association, as agent ("KeyBank"), certain lenders parties thereto (the
"Senior Lenders") and Borrower.
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(b) Subject to the terms and conditions herein, the Loan shall consist of a
single advance to be extended by Lender to or for the benefit of Borrower
hereunder.
(c) This Note shall evidence Borrower's absolute and unconditional obligation to
repay Lender for the Loan made by Lender, together with interest thereon and
fees hereunder, each as herein provided.
(d) The outstanding principal of the Loan (including