herein, terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.
[NAME OF LENDER]
By:
Name:
Title:
Date:
, 20
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EXHIBIT K
FORM OF CONVERTIBLE PROMISSORY NOTE AND LOAN AGREEMENT
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
, 2020, is between CONDOR HOSPITALITY TRUST,
INC., a Maryland corporation (together with its successors and assigns, the
"Borrower"), and
, a
(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
Dollars ($
) or the unpaid balance of
all principal advanced against this Note, if that amount is less, together with
interest thereon, each as set forth herein.
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 a loan in the amount of
Dollars ($
) via a loan facility (the
"Loan Facility").
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(b) The Loan Facility permits a single advance to be extended by Lender to or
for the benefit of Borrower hereunder in the form of a loan (the "Loan").
(c) This Note shall evidence Borrower's absolute and unconditional obligation to
repay Lender for the Loan made by Lender under the Loan Facility, with interest
as herein provided.
(d) The Loan under the Loan Facility shall be repaid on January 2, 2023 (the
"Maturity Date").
2.2. Funding Procedures.
(a) Subject to the terms and conditions of this Note and so long as no Event of
Default (as defined in Article 6 hereof) has occurred hereunder, Lender shall
make the Loan to Borrower under the Loan Facility on the date this Note is
executed by the parties hereto (or the next Business Day if this Note is
executed on a Non-Business Day or after 3:00 p.m., New York time, on a Business
Day) (the "Effective Date"). For purposes of this Note, the term "Business Day"
means any day