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Home My WebLink About2020-767-E Economic Dev-J Beau Bennett LLC loan agreement amendmentAmendment to Loan and Security Agreement This Amendment to Loan and Security Agreement (the “Amendment”) is made and entered into between J. BEAU BENNETT, L.L.C. (“Borrower”) and Orange County (“Lender”). Recitals 1. Borrower and Lender entered into a Loan and Security Agreement dated January 28, 2016 (the “Loan Agreement”). 2. Borrower and Lender desire to modify and amend the Loan Agreement as provided herein. Amendment For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and Borrower hereby agree and amend and modify the Loan Agreement as follows: 1. Definitions. Except as otherwise provided herein, terms defined in the Loan Agreement shall have the same meaning when used herein. Terms defined in the singular shall have the same meaning when used in the plural and vice versa. 2. Amendments. The Loan Documents are hereby modified and amended as follows: (a) Section 17 of the Loan Agreement is amended as follows: 17.2 Any communication under this Agreement shall be sufficiently given and deemed given when delivered by hand or on the date shown as the date of delivery on a United States Postal Service return receipt, if addressed as follows: 17.2.1 If to the County, addressed as follows: Orange County 131 W. Margaret Ln, Hillsborough, NC 27278 (b) Section 12.11 and 12.12 of the Loan Agreement are deleted: 3. References. Each reference in the Loan Documents to any of the Loan Documents shall be deemed to be a reference to such documents as modified hereby. 4. Borrower Covenants. Borrower covenants with Lender as follows: (a) Borrower shall execute, deliver, and provide to Lender such additional agreements, documents, and instruments as reasonably required by Lender to effectuate the intent of this Amendment. (b) Borrower hereby fully, finally, and forever releases and discharges Lender and its successors, assigns, directors, employees, agents, and representatives from any and all actions, causes of action, claims, debts, demands, liabilities, obligations, and suits of whatever kind or nature, in law or equity, that Borrower has or in the future may have, whether known or unknown, arising from or relating to the DocuSign Envelope ID: 05C6C45E-D15D-4A6D-AEE7-0BA4E6BCC4AB Loan, the Loan Documents, or the actions or omissions of Lender in respect to the Loan or the Loan Documents arising from events, acts or omissions occurring prior to the date hereof. 5. Payment of Expenses and Attorneys’ Fees. Borrower shall pay all reasonable expenses of Lender relating to the negotiation, drafting of documents, and documentation of this Amendment, including, without limitation, all reasonable attorneys’ fees and legal expenses. Lender is authorized and directed to disburse a sufficient amount of the Loan proceeds to pay these expenses in full. 6. Agreement Remains in Full Force and Effect. The Loan Documents are ratified and affirmed by Borrower and shall remain in full force and effect as modified hereby. Any property rights or rights to or interests in property granted as security in the Loan Documents shall remain as security for the Loan and the obligations of Borrower in the Loan Documents. 7. Integrated Agreement; Amendment. This Amendment, together with the Loan Agreement and the Loan Documents, constitutes the entire agreement between Lender and Borrower concerning the subject matter hereof, and may not be altered or amended except by written agreement signed by Lender. All other prior and contemporaneous agreements, arrangements, and understandings between the parties hereto as to the subject matter hereof are, except as otherwise expressly provided herein, rescinded. This Amendment and the Loan Agreement shall be read and interpreted together as one agreement. Date: December 14, 2020 Lender: Orange County By: ________________ Name: Bonnie Hammersley Title: County Manager Borrower: J. BEAU BENNETT, L.L.C. By: ________________ Name: J. BEAU BENNETT DocuSign Envelope ID: 05C6C45E-D15D-4A6D-AEE7-0BA4E6BCC4AB Title: Manager By: ________________ Name: Lauren Erickson Bennett Title: Member DocuSign Envelope ID: 05C6C45E-D15D-4A6D-AEE7-0BA4E6BCC4AB AMENDMENT TO PROMISSORY NOTE THIS AMENDMENT TO PROMISSORY NOTE (this “Agreement”), dated as of December 14, 2020, by and between J. BEAU BENNETT, L.L.C. (the “Borrower”), and Orange County (together with its successors and assigns, “Lender”). WHEREAS, Borrower executed and delivered a Note dated as of January 28, 2016 for the benefit of Lender in the original principal amount of $50,000.00 (the “Note”); WHEREAS, Lender and Borrower are parties to that certain Loan and Security Agreement dated as of January 1, 2021, by and between Borrower and Lender, as amended by that Amendment to Loan and Security Agreement dated the date hereof between such parties (the “Loan Agreement”); WHEREAS, Lender and Borrower desire to amend the Note as set forth herein. NOW, THEREFORE, for other good and valuable consideration, the parties hereto hereby agree as follows: 1. All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Note and/or the Loan Agreement. 2. From and after the date hereof, the Principal Amount of the Note shall be $36,817.01. 3. All references to the Principal Amount contained in the Note shall be deemed to refer to the Principal Amount as amended by this Agreement, as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time. 4. Section INTEREST; PAYMENTS; PREPAYMENT is hereby amended in its entirety to read as follows: “Interest payable on this Note shall accrue at the annual rate of zero percent (0%) and shall accrue from the closing date. Borrower shall make its first payment on (January 1, 2021) in the amount of the interest accruing from the date of the Promissory Note to (December, 31, 2019). The remaining twenty-six (26) payments shall be as follows: Payments will be structured in two phases: - $400 per month payment for the first 6-months (January 2021 – June 2021) - $1,720.85 per month payment for the remaining 20-months of the loan (July 2021 – February 2023) · Principal on the outstanding balance for the preceding month beginning (January, 2021) with the payments to be calculated by amortizing the loan so that it would be paid in full on (February 1, 2023). DocuSign Envelope ID: 05C6C45E-D15D-4A6D-AEE7-0BA4E6BCC4AB If not sooner paid, all unpaid principal and all accrued and unpaid interest on this Note shall be due and payable on (February 1, 2023). The Borrower may prepay the outstanding principal amount at its option at any time, in whole or in part, without penalty or premium. Each regular monthly payment and any prepayments shall be applied first to the payment of interest accrued to the payment date and then to principal.” Section MANNER OF PAYMENT is hereby amended in its entirety to read as follows: All payments shall be made via Electronic Fund Transfer (EFT) payable to “Orange County.” Any additional payments above the monthly payment amount collected through EFT, may be delivered or mailed to the County at its offices at 131 West Margaret Lane, Hillsborough, NC 27278. The County, however, by written notice to the Borrower under the Loan Agreement, may designate a different address for payments. All payments shall be made in legal tender of the United States of America. 5. Except as specifically modified and amended herein, all other terms, conditions and covenants contained in the Note shall remain in full force and effect. 6. All references in the Loan Documents to the “Note” shall mean the Note as hereby amended. 7. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. [SIGNATURE PAGES IMMEDIATELY FOLLOW] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written. BORROWER: J. BEAU BENNETT, L.L.C. By: ________________ Name: J. BEAU BENNETT Title: Manager By: ________________ Name: Lauren Erickson Bennett Title: Member DocuSign Envelope ID: 05C6C45E-D15D-4A6D-AEE7-0BA4E6BCC4AB LENDER: Orange County By: ________________ Name: Bonnie Hammersley Title: County Manager DocuSign Envelope ID: 05C6C45E-D15D-4A6D-AEE7-0BA4E6BCC4AB DocuSign Envelope ID: 05C6C45E-D15D-4A6D-AEE7-0BA4E6BCC4AB DocuSign Envelope ID: 05C6C45E-D15D-4A6D-AEE7-0BA4E6BCC4AB DocuSign Envelope ID: 05C6C45E-D15D-4A6D-AEE7-0BA4E6BCC4AB DocuSign Envelope ID: 05C6C45E-D15D-4A6D-AEE7-0BA4E6BCC4AB DocuSign Envelope ID: 05C6C45E-D15D-4A6D-AEE7-0BA4E6BCC4AB DocuSign Envelope ID: 05C6C45E-D15D-4A6D-AEE7-0BA4E6BCC4AB DocuSign Envelope ID: 05C6C45E-D15D-4A6D-AEE7-0BA4E6BCC4AB DocuSign Envelope ID: 05C6C45E-D15D-4A6D-AEE7-0BA4E6BCC4AB DocuSign Envelope ID: 05C6C45E-D15D-4A6D-AEE7-0BA4E6BCC4AB DocuSign Envelope ID: 05C6C45E-D15D-4A6D-AEE7-0BA4E6BCC4AB DocuSign Envelope ID: 05C6C45E-D15D-4A6D-AEE7-0BA4E6BCC4AB DocuSign Envelope ID: 05C6C45E-D15D-4A6D-AEE7-0BA4E6BCC4AB DocuSign Envelope ID: 05C6C45E-D15D-4A6D-AEE7-0BA4E6BCC4AB DocuSign Envelope ID: 05C6C45E-D15D-4A6D-AEE7-0BA4E6BCC4AB DocuSign Envelope ID: 05C6C45E-D15D-4A6D-AEE7-0BA4E6BCC4AB DocuSign Envelope ID: 05C6C45E-D15D-4A6D-AEE7-0BA4E6BCC4AB DocuSign Envelope ID: 05C6C45E-D15D-4A6D-AEE7-0BA4E6BCC4AB DocuSign Envelope ID: 05C6C45E-D15D-4A6D-AEE7-0BA4E6BCC4AB DocuSign Envelope ID: 05C6C45E-D15D-4A6D-AEE7-0BA4E6BCC4AB DocuSign Envelope ID: 05C6C45E-D15D-4A6D-AEE7-0BA4E6BCC4AB Revised 07/20 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: J. BEAU BENNETT, L.L.C. Party/Vendor Contact Person: Beau Bennett Contact Phone: Party/Vendor Address: 1100 Palmers Grove Church Rd. City Hillsborough State: NC Zip: 27278 Department: Economic Development Amount: N/A Purpose: Amendment to Orange County Loan & Security Agreement and PROMISSORY NOTE Code(s): 48100001-450072 Vendor # 64969 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 12/14/20 Approved by Board Yes No Agenda Date: N/A This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 05C6C45E-D15D-4A6D-AEE7-0BA4E6BCC4AB 12/17/2020 12/17/2020