First Amendment to Amended and Restated Credit Agreement among Innkeepers USA Trust, Innkeepers USA Limited Partnership, and Lenders
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This amendment, effective March 29, 2002, modifies the existing credit agreement between Innkeepers USA Trust, Innkeepers USA Limited Partnership, several lenders, Bank of America (as Administrative Agent), and Credit Lyonnais (as Syndication Agent). The changes include adjustments to interest rate margins, borrowing base calculations, financial reporting requirements, limits on unsecured debt and capital expenditures, and updates to financial ratio covenants. The amendment aims to update and clarify the terms under which the borrowers can access and use the revolving credit and letter of credit facilities.
EX-10.1B 6 dex101b.txt FIRST AMENDMENT OF CREDIT AGREEMENT EXHIBIT 10.1(b) FIRST AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is entered into on April 19, 2002 to be effective as of March 29, 2002, between INNKEEPERS USA TRUST, a Maryland real estate investment trust (the "Trust"), INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited partnership (the "Partnership," the Trust and the Partnership are each called a "Borrower" and collectively called "Borrowers"), each of the banks or other lending institutions which is a signatory to this Amendment (collectively, "Lenders"), BANK OF AMERICA, N.A., a national banking association, as Administrative Agent (in such capacity, together with its successors and permitted assigns, "Administrative Agent") and as Issuing Bank, and CREDIT LYONNAIS NEW YORK BRANCH, as Syndication Agent. R E C I T A L S A. Reference is hereby made to that certain Amended and Restated Credit Agreement dated as of July 31, 2001, by and among Borrowers, Lenders, Administrative Agent, the Syndication Agent defined therein, and the Co-Documentation Agents defined therein (as renewed, extended, modified, and amended from time to time, the "Credit Agreement"), providing for a revolving line of credit and a letter of credit facility. B. Capitalized terms used herein shall, unless otherwise indicated, have the respective meanings set forth in the Credit Agreement. C. Borrowers, Lenders, and Administrative Agent desire to modify certain provisions contained in the Credit Agreement, subject to the terms and conditions set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowers, Lenders, and Administrative Agent agree as follows: 1. Amendments to the Credit Agreement. (a) Section 1.1 of the Credit Agreement is hereby amended to delete Paragraph (a) of the definition of "Applicable Margin" in its entirety and replace such paragraph with the following: (a) If the Trust does not have an Investment Grade Rating on such determination date, then the interest margin over the Base Rate or the Adjusted Eurodollar Rate, as the case may be, based upon the Total Indebtedness to Implied Value Ratio, as stated in the table below:
1 The Applicable Margin determined above in effect at any time (whether in the middle of an Interest Period or otherwise) is based upon the Total Indebtedness to Implied Value Ratio as determined from the Current Financials and related Compliance Certificate then most-recently received by Administrative Agent, effective on the third (3rd) Business Day following receipt. If Borrowers fail to timely furnish to Administrative Agent any Financial Statements and related Compliance Certificate as required by this Agreement, then the maximum Applicable Margin applies from the date those Financial Statements and related Compliance Certificate are required to be delivered and remain in effect until Borrowers furnishes them to Administrative Agent. (b) Section 4.1(a) of the Credit Agreement is hereby deleted in its entirety and replaced with the following: (a) Calculation of Borrowing Base. The "Borrowing Base" shall, as of the last date of each fiscal quarter during the term hereof, be equal to the product of (a) forty-five percent (45%), and (b) the sum of the following: (i) the Implied Value of each Borrowing Base Property owned by an Obligor and that has been in service for more than twelve (12) months as of such determination date; plus (ii) the Approved Costs of each Borrowing Base Property owned by an Obligor and that has been in service for less than twelve (12) months as of such determination date; provided that the number of Rooms in all Borrowing Base Properties that have been in service for less than twelve (12) months as of such determination date may not constitute more than twenty percent (20%) of the', total number of Rooms in all Borrowing Base Properties as of such determination date. (c) Section 7.1(e) of the Credit Agreement is hereby amended to add the following subparagraph (iv): (iv) Promptly after preparation, and no later than fourteen (14) days after the last day of each calendar month, an operating report as of the month then ended for each of the Hotels owned by the Companies detailing average daily Room rate, occupancy levels, and revenue per available Room for such calendar month with such information summarized by Hotel segment, brand, region, operator, and Borrowing Base Property. (d) Section 8 of the Credit Agreement is hereby amended to add the following Section 8.15: 8.15 Unsecured Debt. Other than the Total Principal Debt and the debt listed on Schedule 8.15, Borrowers shall not, and shall not permit any other Company to, directly or indirectly, create or incur, or suffer to exist any direct, indirect, fixed, or contingent liability for any Unsecured Debt or Recourse Debt. (e) Section 8 of the Credit Agreement is hereby amended to add the following Section 8.16: 8.16 Capital Expenditures. Borrowers shall not permit the aggregate amount of all Capital Expenditures made by the Companies during any twelve month period to exceed $30,000,000. 2 (f) Section 9.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 9.1 Interest Coverage Ratio. As of the last day of any fiscal quarter, the ratio of (a) Adjusted EBITDA, to (b) Interest Expense, in each case for the Companies on a consolidated basis and for the twelve (12) month period ending on the date of determination, to be less than 2.75 to 1.0. (g) Section 9.2 of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 9.2 Fixed Charge Coverage Ratio. As of the last day of any fiscal quarter, the ratio of (a) EBITDA, to (b) Fixed Charges, in each case for the Companies on a consolidated basis and for the twelve (12) month period ending on the date of determination, to be less than 1.50 to 1.0. (h) Section 9.3 of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 9.3 Adjusted Fixed Charge Coverage Ratio. As of the last day of any fiscal quarter, the ratio of (a) EBITDA, to (b) Adjusted Fixed Charges, in each case for the Companies on a consolidated basis and for the twelve (12) month period ending on the date of determination, to be less than 1.50 to 1.0. (i) Section 9.4 of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 9.4 Secured Indebtedness. As of the last day of any fiscal quarter, the ratio of (a) Secured Debt of the Companies, on a consolidated basis, to (b) Implied Value of all Hotels owned by the Companies as of the date of determination, in each case as of such date, to exceed 0.40 to 1.0. (j) Section 9. 6 of the Credit Agreement is hereby deleted hi its entirety and replaced with the following: 9.6 Total Indebtedness to Implied Value. As of the last day of any fiscal quarter, the Total Indebtedness to Implied Value Ratio to exceed 0.50 to 1.0. (k) Section 9.8 of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 9.8 Unsecured Debt to Unencumbered Implied Value Ratio. As of the last day of any fiscal quarter, the Unsecured Debt to Unencumbered Implied Value Ratio to exceed 0.60 to 1.0. (l) Section 5(c) of Exhibit B of the Credit Agreement is hereby deleted in its entirety and replaced with the following: (c) Section 9.1 - Interest Coverage.
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(m) Section 5(d) of Exhibit B of the Credit Agreement is hereby deleted in its entirety and replaced with the following: (d) Section 9.2 - Fixed Charge Coverage Ratio.
(n) Section 5(e) of Exhibit B of the Credit Agreement is hereby deleted in its entirety and replaced with the following: (e) Section 9.3 - Adjusted Fixed Charge Coverage Ratio.
4 (o) Section 5(f) of Exhibit B of the Credit Agreement is hereby deleted in its entirety and replaced with the following: (f) Section 9.4 - Maximum Secured Indebtedness.
(p) Section 5(h) of Exhibit B of the Credit Agreement is hereby deleted in its entirety and replaced with the following: (h) Section 9.6 - Total Indebtedness to Implied Value.
(q) Section 5(j) of Exhibit B of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
5 2. Amendment of Credit Agreement and Other Loan Documents. (a) During the Amendment Effective Period (as defined below), all references in the Loan Documents to the Credit Agreement shall mean the Credit Agreement as modified and amended by this Amendment, and as may, from time to time, be further modified, amended, restated, extended, renewed, and/or increased. (b) During the Amendment Effective Period, any and all of the terms and provisions of the Loan Documents are hereby amended and modified wherever necessary, even though not specifically addressed herein, so as to conform to the amendments and modifications set forth herein. 3. Temporary Amendment. The amendments and modifications to the Credit Agreement pursuant to this Amendment shall be effective only during the period which begins on the date on which all conditions precedent in Section 6 below have been met, and runs through December 31, 2002 (the "Amendment Effective Period"); provided, however, that Borrower shall continue to comply with the covenant set forth in Paragraph 8.15 of the Credit Agreement which is set forth in Section l(d) above, until the date of Borrower's delivery of the Compliance Certificate for the period ending December 31, 2002, as required pursuant to Section 7.l(a) of the Credit Agreement. Except for Section 8.15, after the expiration of the Amendment Effective Period, all changes to the Credit Agreement effected by this Amendment shall cease and be of no further effect, and all terms and conditions under the Credit Agreement existing on the date prior to the first day of the Amendment Effective Period shall be in effect as if this Amendment had never been executed. 4. Ratifications. Each Borrower (a) ratifies and confirms all provisions of the Loan Documents as amended by this Amendment, (b) ratifies and confirms that all guaranties, assurances, and Liens (if any) granted, conveyed, or assigned[ to the Credit Parties under the Loan Documents are not released, reduced, or otherwise adversely affected by this Amendment and continue to guarantee, assure, and secure full payment and performance of the present and future Obligation (except to the extent specifically limited by the terms of such guaranties, assurances, or Liens (if ally)), and (c) agrees to perform such acts and duly authorize, execute, acknowledge, deliver, file, and record such additional documents and certificates as the Credit Parties may reasonably request in order to create, perfect, preserve, and protect those guaranties, assurances, and Liens (if any). 5. Representations. Each Borrower represents and warrants to the Credit Parties that as of the date of this Amendment: (a) this Amendment has been duly authorized, executed, and delivered by each Borrower and each of the other Companies that are parties to this Amendment; (b) no action of, or filing with, any Governmental Authority is required to authorize, or is otherwise required in connection with, the execution, delivery, and performance of this Amendment by each Borrower and each of the other Companies that are parties to this Amendment to which they are a party; (c) the Loan Documents, as amended by this Amendment, are valid and binding upon each Borrower and the other Companies that are parties to this Amendment and are enforceable against each Borrower and such other Companies in accordance with their respective terms, except as limited by Debtor Relief Laws and general principles of 6 equity; (d) the execution, delivery, and performance by each Borrower and the other Companies that are parties to this Amendment do not require the consent of any other Person and do not and will not constitute a violation of any Governmental Requirement, order of any Governmental Authority, or material agreements to which any Company is a party thereto or by which any Company is bound; (e) all representations and warranties in the Credit Agreement are true and correct in all material respects on and as of the date of this Amendment, except to the extent that (i) any of them speak to a different specific date, or (ii) the facts on which any of them were based have been changed by transactions contemplated or permitted by the Credit Agreement; and (f) after giving effect to this Amendment, no Potential Default or Default exists. 6. Conditions. This Amendment shall not be effective unless and until: (a) the Credit Parties shall have received this Amendment executed by all of the parties hereto; (b) the representations and warranties in this Amendment are true and correct in all material respects on and as of the date of this Amendment, except to the extent that (i) any of them speak to a different specific date, or (ii) the facts on which any of them were based have been changed by transactions contemplated or permitted by the Credit Agreement; (c) after giving effect to this Amendment, no Potential Default or Default exists; and (d) Borrowers shall have paid to each Lender executing this Amendment an amendment fee equal to the product of (i) .075%, times (ii) such Lender's Commitment. 7. Continued Effect. Except to the extent amended hereby or by any documents executed in connection herewith, all terms, provisions, and conditions of the Credit Agreement and the other Loan Documents, and all documents executed in connection therewith, shall continue in full force and effect and shall remain enforceable and binding in accordance with their respective terms. 8. Miscellaneous. Unless stated otherwise (a) the singular number includes the plural and vice versa and words of any gender include each other gender, in each case, as appropriate, (b) headings and captions may not be construed in interpreting provisions, (c) this Amendment shall be construed -- and its performance enforced -- under Virginia law, (d) if any part of this Amendment is for any reason found to be unenforceable, all other portions of it nevertheless remain enforceable, and (e) this Amendment may be executed in any number of counterparts with the same effect as if all signatories had signed the same document, and all of those counterparts must be construed together to constitute the same document. 9. Parties. This Amendment binds and inures to Borrowers and the Credit Parties and their respective successors and permitted assigns. 10. ENTIRETIES. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED BY THIS AMENDMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES ABOUT THE SUBJECT MATER OF THE CREDIT AGREEMENT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES. 7 SIGNATURE PAGE TO FIRST AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED PARTNERSHIP, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND THE LENDERS DEFINED THEREIN EXECUTED as of the day and year first mentioned. INNKEEPERS USA TRUST, a Maryland real estate investment trust, as a Borrower By: /s/ Mark Murphy -------------------------------------- Mark Murphy General Counsel and Secretary INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited partnership, as a Borrower By: INNKEEPERS FINANCIAL CORPORATION, a Virginia corporation, General Partner By: /s/ Mark Murphy ------------------------------- Mark Murphy Vice President and Secretary SIGNATURE PAGE TO FIRST AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED PARTNERSHIP, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND THE LENDERS DEFINED THEREIN BANK OF AMERICA, N.A., as Administrative Agent, Issuing Bank, and a Lender By: /s/ Roger Davis --------------------------------------- Roger Davis Structuring Specialist SIGNATURE PAGE TO FIRST AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED PARTNERSHIP, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND THE LENDERS DEFINED THEREIN CREDIT LYONNAIS NEW YORK BRANCH, as Syndication Agent and a Lender By: /s/ David Bowers ----------------------------------------- Name: David Bowers Title: Vice President SIGNATURE PAGE TO FIRST AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED PARTNERSHIP, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND THE LENDERS DEFINED THEREIN FIRST UNION NATIONAL BANK, as a Lender By: /s/ Rex E. Rudy -------------------------------------- Name: Rex E. Rudy Title: Director SIGNATURE PAGE TO FIRST AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED PARTNERSHIP, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND THE LENDERS DEFINED THEREIN WELLS FARGO BANK, N.A., as a Lender By: /s/ Edwin S. Poole, III -------------------------------------- Name: Edwin S. Poole, III Title: Vice President SIGNATURE PAGE TO FIRST AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED PARTNERSHIP, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND THE LENDERS DEFINED THEREIN PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Brendan McCarthy --------------------------------------- Name: Brendan McCarthy Title: Assistant Vice President SIGNATURE PAGE TO FIRST AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED PARTNERSHIP, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND THE LENDERS DEFINED THEREIN To induce the Credit Parties to enter into this Amendment, the undersigned (a) consent and agree to this Amendment's execution and delivery, (b) ratify and confirm that all guaranties, assurances, and Liens (if any) granted, conveyed, or assigned to the Credit Parties under the Loan Documents are not released, diminished, impaired, reduced, or otherwise adversely affected by this Amendment and continue to guarantee, assure, and secure the full payment and performance of the parties' present and future Obligation (except to the extent specifically limited by the terms of such guaranties, assurances, or Liens), (c) agree to perform such acts and duly authorize, execute, acknowledge, deliver, file, and record such additional guaranties, assignments, security agreements, deeds of trust, mortgages, and other agreements, documents, instruments, and certificates as the Credit Parties may reasonably deem necessary or appropriate in order to create, perfect, preserve, and protect those guaranties, assurances, and Liens (if any), and (d) waive notice of acceptance of this consent and agreement, which consent and agreement binds the undersigned and their successors and permitted assigns and inures to the Credit Parties and their respective successors and permitted assigns. INNKEEPERS SUNRISE TINTON FALLS, L.P., a Virginia limited partnership By: INNKEEPERS FINANCIAL CORPORATION IV, a Virginia corporation By:/s/ Mark Murphy -------------------------------- Mark Murphy Vice President and Secretary INNKEEPERS HAMPTON NORCROSS, L.P., a Virginia limited partnership By: INNKEEPERS HAMPTON NORCROSS, INC, a Virginia corporation By:/s/ Mark Murphy -------------------------------- Mark Murphy Vice President and Secretary SIGNATURE PAGE TO FIRST AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED PARTNERSHIP, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND THE LENDERS DEFINED THEREIN INNKEEPERS RESIDENCE PORTLAND, L.P., a Virginia limited partnership By: INNKEEPERS RESIDENCE PORTLAND, INC., a Virginia corporation By:/s/ Mark Murphy ---------------------------------- Mark Murphy Vice President and Secretary INNKEEPERS RESIDENCE EDEN PRAIRIE, L.P., a Virginia limited partnership By: INNKEEPERS RESIDENCE EDEN PRAIRIE, INC, a Virginia corporation By:/s/ Mark Murphy ---------------------------------- Mark Murphy Vice President and Secretary INNKEEPERS RI GENERAL, L.P., a Virginia limited partnership By: INNKEEPERS RI GENERAL, INC, a Virginia corporation By:/s/ Mark Murphy ---------------------------------- Mark Murphy Vice President and Secretary SIGNATURE PAGE TO FIRST AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED PARTNERSHIP, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND THE LENDERS DEFINED THEREIN INNKEEPERS RESIDENCE EAST LANSING, L.P., a Virginia limited partnership By: INNKEEPERS RESIDENCE EAST LANSING, INC., a Virginia corporation By:/s/ Mark Murphy --------------------------------- Mark Murphy Vice President and Secretary INNKEEPERS RESIDENCE GRAND RAPIDS, L.P., a Virginia limited partnership By: INNKEEPERS RESIDENCE GRAND RAPIDS, INC, a Virginia corporation By:/s/ Mark Murphy --------------------------------- Mark Murphy Vice President and Secretary SCHEDULE 8.15 UNSECURED AND RECOURSE DEBT None.
