LOAN EXTENSION AGREEMENT

(Amendment to Loan Documents)

Agreement Date: [__/__/____]

Effective Date: [__/__/____]

RECITALS

WHEREAS, [________________________________] ("Lender"), a [________________________________] (entity type and state of organization), with its principal office at [________________________________], and

WHEREAS, [________________________________] ("Borrower"), a [________________________________] (entity type and state of organization), with its principal office at [________________________________], and

WHEREAS, [________________________________] ("Guarantor(s)") (if applicable),

have entered into the following Loan Documents (collectively, the "Existing Loan Documents"):

Identification of Existing Loan Documents

WHEREAS, the Existing Loan Documents provide for a maturity date of [__/__/____] (the "Original Maturity Date");

WHEREAS, Borrower has requested that Lender extend the maturity date and/or modify certain terms of the Existing Loan Documents;

WHEREAS, Lender is willing to grant such extension and/or modifications, subject to the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the extension fee described below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1. DEFINITIONS

All capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Existing Loan Documents. In the event of any conflict between the terms of this Agreement and the Existing Loan Documents, the terms of this Agreement shall control.

"Agreement" means this Loan Extension Agreement.

"Extended Maturity Date" has the meaning set forth in Section 2.1.

"Extension Fee" has the meaning set forth in Section 5.1.

"Loan" means the loan evidenced by the Existing Loan Documents.

"Loan Documents" means the Existing Loan Documents as modified and supplemented by this Agreement.

ARTICLE 2. EXTENSION OF MATURITY DATE

2.1 New Maturity Date

The maturity date of the Loan is hereby extended from [__/__/____] (the "Original Maturity Date") to [__/__/____] (the "Extended Maturity Date"). The Promissory Note and all references to the maturity date in the Existing Loan Documents are hereby amended accordingly.

2.2 No Further Extension

This extension does not obligate Lender to grant any further extensions or modifications. Any future extension or modification must be agreed to in writing by all parties.

ARTICLE 3. MODIFIED LOAN TERMS

3.1 Principal Balance

As of the date of this Agreement, the outstanding principal balance of the Loan is $[________________________________].

3.2 Interest Rate

☐ No Change. The interest rate remains as set forth in the original Promissory Note at [____]% per annum.

☐ Fixed Rate Adjustment. Effective as of the Effective Date, the interest rate is changed to a fixed rate of [____]% per annum.

☐ Variable Rate Adjustment. Effective as of the Effective Date, the interest rate is changed to a variable rate equal to:
- Base Rate: ☐ Prime Rate ☐ SOFR ☐ Other: [________________________________]
- Plus Spread: [____]%
- Floor Rate: [____]%
- Ceiling Rate: [____]% (if applicable)
- Rate Adjustment Frequency: ☐ Monthly ☐ Quarterly ☐ Annually
- Index Source: [________________________________]

☐ Default Rate. The default interest rate under the Loan Documents ☐ remains unchanged at [____]% per annum / ☐ is modified to [____]% per annum.

3.3 Payment Schedule

☐ No Change. The payment schedule remains as set forth in the Existing Loan Documents.

☐ Modified Payment Schedule. Effective as of the Effective Date, the payment schedule is modified as follows:

3.4 Amortization

☐ The Loan shall continue to amortize on a [____]-month amortization schedule.
☐ The Loan amortization schedule is modified to a [____]-month amortization schedule.
☐ The Loan shall be interest-only through [__/__/____], with amortizing payments to begin on [__/__/____].

3.5 Additional Principal Reduction

☐ Not Required.
☐ Required. As a condition of this extension, Borrower shall make an additional principal payment of $[________________________________] on or before [__/__/____].

ARTICLE 4. CONDITIONS PRECEDENT TO EXTENSION

Lender's obligation to grant this extension is conditioned upon the satisfaction of each of the following conditions precedent:

4.1 Documentation

☐ Execution and delivery of this Agreement by all parties
☐ Execution of an amended and restated Promissory Note (if required by Lender)
☐ Execution of a Modification Agreement for the Mortgage/Deed of Trust (if applicable)
☐ Execution of Guarantor Consent and Reaffirmation (Section 9)
☐ Execution of all other documents reasonably requested by Lender

4.2 Financial Conditions

☐ Borrower has provided current financial statements satisfactory to Lender
☐ No material adverse change in Borrower's financial condition since the date of the most recent financial statements
☐ Debt Service Coverage Ratio of at least [____]:1.00
☐ Current Ratio of at least [____]:1.00
☐ Other financial conditions: [________________________________]

4.3 Collateral Conditions

☐ Updated appraisal (if real property collateral) reflecting a value of not less than $[________________________________]
☐ Updated title search confirming Lender's lien priority (no intervening liens)
☐ Title insurance endorsement (ALTA 11 — Modification Endorsement) or new title insurance policy
☐ UCC-3 Continuation Statement filed (or confirmation that the existing UCC-1 remains effective)
☐ Updated property and liability insurance certificates naming Lender
☐ Flood insurance (if required by FEMA flood zone determination)
☐ Updated environmental assessment (Phase I or Phase II, if applicable)
☐ Other collateral conditions: [________________________________]

4.4 Legal and Regulatory Conditions

☐ Opinion of Borrower's counsel regarding due authorization, enforceability, and no conflicts
☐ Evidence of corporate/entity authority (resolutions, consents) to enter into this Agreement
☐ Good standing certificates for Borrower and all Guarantors
☐ No pending or threatened litigation that could materially affect Borrower or the collateral
☐ Compliance with all applicable laws and regulations, including Regulation Z disclosure requirements

4.5 Payment of Fees and Costs

☐ Payment of the Extension Fee (Section 5.1)
☐ Payment of Lender's reasonable attorney's fees and costs
☐ Payment of all recording fees, title insurance premiums, appraisal costs, and other third-party costs
☐ Payment of all past-due amounts under the Existing Loan Documents

ARTICLE 5. EXTENSION FEE AND COSTS

5.1 Extension Fee

As consideration for this extension, Borrower shall pay to Lender a non-refundable extension fee of:

☐ $[________________________________] (flat fee)
☐ [____]% of the outstanding principal balance ($[________________________________])
☐ [____]% of the original loan amount ($[________________________________])

The Extension Fee shall be paid:
☐ At execution of this Agreement
☐ On or before [__/__/____]
☐ Added to the outstanding principal balance of the Loan

5.2 Lender's Costs

Borrower shall pay or reimburse Lender for all reasonable costs and expenses incurred in connection with this Agreement, including but not limited to:

• Attorney's fees: $[________________________________] (estimated)
• Title insurance endorsement premium: $[________________________________]
• Appraisal fee: $[________________________________]
• Recording fees: $[________________________________]
• UCC filing fees: $[________________________________]
• Environmental assessment: $[________________________________]
• Other: $[________________________________]

ARTICLE 6. RATIFICATION AND REAFFIRMATION

6.1 Ratification of Existing Loan Documents

Except as expressly modified by this Agreement, all terms, conditions, covenants, representations, warranties, and provisions of the Existing Loan Documents are hereby ratified, confirmed, and reaffirmed in their entirety and shall remain in full force and effect. This Agreement is not intended to, and shall not, constitute a novation of any of the Existing Loan Documents or the obligations evidenced thereby.

6.2 Reaffirmation of Security Interest

Borrower reaffirms the liens and security interests granted to Lender in the Existing Loan Documents. Such liens and security interests shall continue in full force and effect to secure all obligations under the Loan Documents as modified by this Agreement.

6.3 Reaffirmation of Representations and Warranties

Borrower represents and warrants that all representations and warranties contained in the Existing Loan Documents are true and correct in all material respects as of the date of this Agreement (except to the extent such representations and warranties expressly relate to an earlier date).

ARTICLE 7. REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Lender as of the date of this Agreement:

7.1 Organization and Authority

Borrower is duly organized, validly existing, and in good standing under the laws of the State of [________________________________]. Borrower has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

7.2 Due Authorization

The execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of Borrower, including the approval of its governing body. No further consents or approvals are required.

7.3 No Conflict

The execution and performance of this Agreement do not and will not (a) violate any law, regulation, or court order applicable to Borrower, (b) conflict with or result in a breach of any agreement or instrument to which Borrower is a party, or (c) result in the creation of any lien or encumbrance on any of Borrower's assets (other than liens in favor of Lender).

7.4 No Default

No Event of Default exists under the Existing Loan Documents (after giving effect to this Agreement), and no event has occurred that, with the giving of notice or lapse of time or both, would constitute an Event of Default.

7.5 Financial Statements

All financial statements previously delivered to Lender are true and complete in all material respects and fairly present the financial condition and results of operations of Borrower as of the dates and for the periods indicated.

7.6 No Material Adverse Change

Since the date of the most recent financial statements delivered to Lender, there has been no material adverse change in the business, operations, properties, financial condition, or prospects of Borrower.

7.7 Collateral

All collateral securing the Loan is owned free and clear of all liens, claims, and encumbrances other than (a) liens in favor of Lender and (b) permitted liens described in the Existing Loan Documents.

ARTICLE 8. COVENANTS

8.1 Existing Covenants

All covenants (affirmative, negative, and financial) contained in the Existing Loan Documents shall remain in full force and effect during the extension period.

8.2 Additional Covenants

In addition to the covenants in the Existing Loan Documents, Borrower agrees to the following:

☐ Maintain a minimum Debt Service Coverage Ratio of [____]:1.00
☐ Maintain a minimum Current Ratio of [____]:1.00
☐ Provide [________________] (monthly/quarterly) financial statements within [____] days of period end
☐ Not incur additional indebtedness in excess of $[________________________________] without Lender's prior written consent
☐ Maintain Lender as the primary depository institution
☐ Other: [________________________________]

ARTICLE 9. GUARANTOR CONSENT AND REAFFIRMATION

9.1 Guarantor Consent

Each undersigned Guarantor hereby consents to this Agreement and to the extension and modifications described herein.

9.2 Reaffirmation of Guaranty

Each undersigned Guarantor hereby reaffirms and ratifies the Guaranty Agreement(s) dated [__/__/____] in favor of Lender. The Guaranty Agreement(s) shall remain in full force and effect and shall apply to the Loan as modified by this Agreement. The Guarantor(s) acknowledge that the Guaranty extends to and covers the Loan through the Extended Maturity Date and all obligations arising under the Loan Documents as modified hereby.

9.3 No Release or Discharge

The Guarantor(s) acknowledge that nothing in this Agreement releases, discharges, or modifies the obligations of the Guarantor(s) under the Guaranty Agreement(s), and that Lender's agreement to extend the maturity date does not constitute a defense to or release of the Guaranty.

9.4 Independent Obligation

The obligations of each Guarantor under the Guaranty Agreement(s) are independent of the obligations of Borrower and of any other guarantor. Lender may proceed against any Guarantor without first proceeding against Borrower or any other guarantor.

ARTICLE 10. UCC AND RECORDING REQUIREMENTS

10.1 UCC Continuation Statements

If the Loan is secured by personal property collateral subject to a UCC-1 Financing Statement:

• UCC-1 Filing Date: [__/__/____]
• UCC-1 Filing Number: [________________________________]
• Filing Office: [________________________________] (Secretary of State or local office)
• Expiration Date (5 years from filing): [__/__/____]

☐ A UCC-3 Continuation Statement has been or will be filed to extend the effectiveness of the UCC-1 Financing Statement for an additional five (5) years. Under UCC § 9-515, a continuation statement must be filed within six (6) months before the expiration date of the original financing statement to prevent lapse.

☐ A UCC-3 Amendment has been or will be filed to reflect changes in collateral description, debtor name, or secured party information.

☐ No UCC action is required at this time (UCC-1 remains effective through at least [__/__/____]).

Important: Failure to timely file a continuation statement will cause the financing statement to lapse, and the security interest will become unperfected. An unperfected security interest is subordinate to the interests of subsequent lien creditors, buyers, and other secured parties (UCC § 9-317).

10.2 Mortgage/Deed of Trust Modification Recording

If the Loan is secured by real property:

☐ A Modification of Mortgage / Amendment to Deed of Trust must be recorded in the real property records of [________________________________] County, State of [________________________________].

☐ The Modification must be properly executed and acknowledged/notarized in accordance with applicable state recording requirements.

☐ A new legal description is ☐ required / ☐ not required.

10.3 Title Insurance Endorsement

☐ An ALTA 11 (Modification Endorsement) or equivalent endorsement is required to update the lender's title insurance policy to reflect the modified loan terms. This endorsement will:
- Confirm that the priority of Lender's mortgage lien is not adversely affected by this modification
- Extend certain coverages to the date of the endorsement
- Reflect the modified loan amount, interest rate, and maturity date (as applicable)

☐ A new lender's title insurance policy is required in lieu of an endorsement.

☐ No title insurance action is required.

ARTICLE 11. DEFAULT AND REMEDIES

11.1 No Waiver of Existing Defaults

Lender's entry into this Agreement does not constitute a waiver of any existing or prior defaults under the Existing Loan Documents, except as expressly set forth herein.

☐ Waiver of Specified Defaults. Lender hereby waives the following specified defaults only:

[________________________________]

11.2 Events of Default

In addition to the Events of Default set forth in the Existing Loan Documents, the following shall constitute an Event of Default under this Agreement:

(a) Any breach of any representation, warranty, or covenant contained in this Agreement;
(b) Failure to pay the Extension Fee when due;
(c) Failure to comply with any condition subsequent set forth herein;
(d) Any Guarantor's revocation or attempted revocation of the Guaranty.

11.3 Remedies

Upon the occurrence of an Event of Default, Lender shall have all rights and remedies available under the Loan Documents, this Agreement, and applicable law, including but not limited to acceleration of the outstanding principal balance, foreclosure, and exercise of rights under UCC Article 9.

ARTICLE 12. MISCELLANEOUS PROVISIONS

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [________________________________], without giving effect to principles of conflicts of law.

12.2 Venue and Jurisdiction

Any legal action arising under this Agreement shall be brought exclusively in the courts of [________________________________] County, State of [________________________________], or in the United States District Court for the [________________________________] District of [________________________________].

12.3 Waiver of Jury Trial

☐ EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE LOAN DOCUMENTS.

12.4 Entire Agreement

This Agreement, together with the Existing Loan Documents, constitutes the entire agreement between the parties with respect to the subject matter hereof. No oral agreements, understandings, or representations shall be binding upon the parties.

12.5 Amendments

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by all parties.

12.6 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.7 Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes.

12.8 Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, assigns, heirs, and personal representatives.

12.9 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to:

Lender: [________________________________]

Borrower: [________________________________]

Guarantor(s): [________________________________]

12.10 Attorney's Fees

In any action to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and costs from the non-prevailing party.

ARTICLE 13. STATE-SPECIFIC PROVISIONS

13.1 California

• Usury: California's usury limit of 10% (Cal. Const. Art. XV, § 1) applies to non-exempt lenders. Licensed lenders, banks, and credit unions are generally exempt from the usury limit under Cal. Civ. Code § 1916.1 and Financial Code provisions.
• Anti-Deficiency: Cal. Code Civ. Proc. §§ 580a-580d may limit Lender's ability to obtain a deficiency judgment after foreclosure on certain property. This extension does not waive Borrower's anti-deficiency protections to the extent applicable.
• One Action Rule: Cal. Code Civ. Proc. § 726 requires the secured creditor to exhaust security before pursuing a personal judgment (one action rule).

13.2 Texas

• Usury: Texas Finance Code § 302.001 sets the maximum rate at the lesser of 18% or the applicable ceiling. For commercial loans, higher rates may be permitted under specific exemptions.
• Recording: Modifications to deeds of trust must be recorded in the county clerk's office of the county where the property is located (Tex. Prop. Code § 11.001).
• Homestead: If the collateral includes Texas homestead property, the modification must comply with Texas Constitution Art. XVI, § 50 requirements for home equity lending.

13.3 Florida

• Usury: Florida's general usury limit is 18% (Fla. Stat. § 687.02). For loans above $500,000, the maximum rate is 25%.
• Recording: Modifications to mortgages must be recorded in the official records of the county where the property is located (Fla. Stat. § 28.222).
• Documentary Stamp Tax: An extension or modification that increases the loan principal may trigger additional documentary stamp tax (Fla. Stat. § 201.08).

13.4 New York

• Usury: New York's civil usury limit is 16% per annum (N.Y. Gen. Oblig. Law § 5-501; N.Y. Banking Law § 14-a). Criminal usury is 25% (N.Y. Penal Law § 190.40). Loans of $250,000 or more are exempt from civil usury; loans of $2,500,000 or more are exempt from both civil and criminal usury.
• Recording: Modifications to mortgages must be recorded with the county clerk (N.Y. Real Prop. Law § 291). In New York City, the City Register records mortgages and modifications.
• Mortgage Recording Tax: An extension may trigger additional mortgage recording tax if the modification involves an increase in the principal amount (N.Y. Tax Law § 253). A CEMA (Consolidation, Extension, and Modification Agreement) may reduce the tax burden by consolidating the existing and new amounts.

EXECUTION

IN WITNESS WHEREOF, the parties have executed this Loan Extension Agreement as of the date first written above.

LENDER:

[________________________________]
(Entity Name)

By: ______________________________
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

BORROWER:

[________________________________]
(Entity Name)

By: ______________________________
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

GUARANTOR(S):

______________________________
[________________________________] (Print Name)
Date: [__/__/____]

______________________________
[________________________________] (Print Name)
Date: [__/__/____]

EXHIBITS AND SCHEDULES

☐ Exhibit A — Amended and Restated Promissory Note (if applicable)
☐ Exhibit B — Modified Payment Schedule / Amortization Table
☐ Exhibit C — Modification of Mortgage / Amendment to Deed of Trust
☐ Exhibit D — UCC-3 Continuation Statement / Amendment
☐ Exhibit E — Title Insurance Endorsement (ALTA 11)
☐ Exhibit F — Updated Financial Statements
☐ Exhibit G — Borrower's Corporate Resolutions / Consents
☐ Exhibit H — Guarantor's Consent and Reaffirmation
☐ Exhibit I — Opinion of Borrower's Counsel
☐ Exhibit J — Updated Insurance Certificates

ACKNOWLEDGMENT

STATE OF [________________________________]
COUNTY OF [________________________________]

On this [____] day of [________________], [________], before me, [________________________________], a Notary Public, personally appeared [________________________________], known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

______________________________
Notary Public
My Commission Expires: [__/__/____]

[NOTARIAL SEAL]

SOURCES AND REFERENCES

• UCC Article 3 (Negotiable Instruments): Uniform Commercial Code, governing promissory notes and modification requirements
• UCC Article 9 (Secured Transactions): UCC § 9-515 (continuation statements); § 9-512 (amendments); § 9-317 (priority of unperfected security interests)
• 12 CFR Part 1026 (Regulation Z): Truth in Lending Act disclosure requirements for consumer credit
• ALTA 11 Endorsement (Title Insurance Modifications): https://www.alta.org/
• SBA SOP 50 57 (Loan Servicing): SBA Standard Operating Procedure for servicing and workout of SBA-guaranteed loans
• Usury Laws by State: https://www.paidnice.com/usury-laws-by-state
• NY CEMA Procedures: N.Y. Tax Law § 255; N.Y. Real Prop. Law § 291-f

This Loan Extension Agreement template is provided by ezel.ai for use by licensed attorneys. It must be customized to reflect the specific loan terms, collateral, and applicable state law. This document does not constitute legal advice.