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Credit Agreement

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Title:

Credit Agreement

Entities:

Innkeepers USA Trust; InterContinental Hotels Group plc; Marriott International Inc.; PNC Bank, NA; Wachovia Bank, NA; Wells Fargo Bank, NA; Wyndham International, Inc.; Bank of America, NA

Date:

2004

Size:

Preview shows 71KB of 277KB total

Price:

$99

ID:

#1009800

► Loans ► Credit Agreements
► Financial
► Financial ► Money Center Banks
► Services ► Hotels & Motels
► Real Estate

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CREDIT AGREEMENT

among

INNKEEPERS USA TRUST

and

INNKEEPERS USA LIMITED PARTNERSHIP,

as Borrowers

WELLS FARGO BANK, N.A.,

as Administrative Agent, Sole Lead Arranger

and

THE LENDERS NAMED HEREIN,

as Lenders

$135,000,000

As of

July 23, 2004

CALYON NEW YORK BRANCH

and

WACHOVIA BANK, NATIONAL ASSOCIATION

as Co-Syndication Agents

and

PNC BANK, NATIONAL ASSOCIATION

as Documentation Agent

TABLE OF CONTENTS


				Page
SECTION 1
DEFINITIONS AND TERMS				1
1.1 Definitions				1
1.2 Time References				19
1.3 Other References				19
1.4 Accounting Principles				20
1.5 Joint and Several				20
SECTION 2
COMMITMENT				20
2.1 Revolving Facility				20
2.2 Borrowing Procedure				21
2.3 Letters of Credit				22
2.4 Competitive Bid Facility.				26
2.5 Swing Line Subfacility.				26
2.6 Increase in Total Commitment				28
SECTION 3
TERMS OF PAYMENT				29
3.1 Notes and Payments.				29
3.2 Interest and Principal Payments				30
3.3 Interest Options				30
3.4 Quotation of Rates				30
3.5 Default Rate and Late Fees				31
3.6 Interest Recapture				31
3.7 Interest Calculations				31
3.8 Maximum Rate				32
3.9 Interest Periods				32
3.10 Continuations; Conversions				32
3.11 Order of Application				33
3.12 Right of Setoff; Adjustments.				33
3.13 Booking Borrowings				34
3.14 Increased Cost and Reduced Return.				34
3.15 Limitation on Types of Borrowings.				36
3.16 Illegality.				36
3.17 Treatment of Affected Loans.				36
3.18 Compensation.				37
3.19 Taxes.				37
3.20 Fees.				39
3.21 Extension of Maturity Date				40
3.22 Option to Replace Lenders				40
3.23 Defaulting Lenders				41
SECTION 4
BORROWING BASE				41
4.1 Borrowing Base.				41
4.2 Admission of Qualified Properties into the Borrowing Base.				42
4.3 Negative Pledge Agreements.				44
4.4 Borrowing Base Covenants.				44
4.5 Failure to Comply With Borrowing Base Covenants				45
4.6 Subsidiary Guarantors.				45


Credit Agreement


SECTION 5
CONDITIONS PRECEDENT				46
5.1 Conditions to Initial Borrowing				46
5.2 Conditions to all Borrowings				47
5.3 Conditions Generally				47
SECTION 6
REPRESENTATIONS AND WARRANTIES				48
6.1 Purpose of Credit Facility				48
6.2 Existence, Good Standing, Authority and Compliance				48
6.3 Affiliates				48
6.4 Authorization and Contravention				48
6.5 Binding Effect				48
6.6 Financial Statements; Fiscal Year				49
6.7 Litigation				49
6.8 Taxes				49
6.9 Environmental Matters				49
6.10 Employee Plans				50
6.11 Properties; Liens				50
6.12 Locations				50
6.13 Government Regulations				50
6.14 Transactions with Affiliates				50
6.15 Insurance				50
6.16 Labor Matters				50
6.17 Solvency				50
6.18 Full Disclosure				50
6.19 Exemption from ERISA; Plan Assets				51
6.20 Tax Shelter Regulations				51
SECTION 7
AFFIRMATIVE COVENANTS				51
7.1 Items to be Furnished				51
7.2 Use of Proceeds				53
7.3 Books and Records				53
7.4 Inspections				53
7.5 Taxes				53
7.6 Payment of Obligation				53
7.7 Expenses				53
7.8 Maintenance of Existence, Assets, and Business				53
7.9 Insurance				54
7.10 Preservation and Protection of Rights				54
7.11 Environmental Laws				54
7.12 Indemnification				55
7.13 REIT Status				55
7.14 ERISA Exemptions				55
7.15 Listed Company.				56
7.16 Properties.				56
7.17 Subsidiary Guarantors				56
SECTION 8
NEGATIVE COVENANTS				56
8.1 Payment of Obligation				56
8.2 Employee Plans				56
8.3 Transactions with Affiliates				56


Credit Agreement


8.4 Compliance with Governmental Requirements and Documents				57
8.5 Loans, Advances, and Investments				57
8.6 Dividends and Distributions				57
8.7 Sale of Assets				58
8.8 Mergers and Dissolutions				58
8.9 Assignment				58
8.10 Fiscal Year and Accounting Methods				58
8.11 New Businesses				58
8.12 Government Regulations				58
8.13 Subsidiary Guarantors				58
SECTION 9
FINANCIAL COVENANTS				58
9.1 Interest Coverage Ratio				58
9.2 Fixed Charge Coverage Ratio				59
9.3 Total Indebtedness to Implied Value.				59
9.4 Minimum Tangible Net Worth				59
9.5 Secured Recourse Debt				59
SECTION 10
DEFAULT				59
10.1 Payment of Obligation				59
10.2 Covenants				59
10.3 Debtor Relief				60
10.4 Judgments and Attachments				60
10.5 Government Action				60
10.6 Misrepresentation				60
10.7 Default Under Other Agreements				60
10.8 Validity and Enforceability of Loan Documents				60
10.9 Management Changes				61
10.10 Change in Control				61
10.11 Plan Assets				61
10.12 Default Under Operating Leases.				61
10.13 ERISA				61
SECTION 11
RIGHTS AND REMEDIES				61
11.1 Remedies Upon Default				61
11.2 Waivers.				61
11.3 Performance by Administrative Agent				62
11.4 Not in Control				62
11.5 Course of Dealing				62
11.6 Cumulative Rights				62
11.7 Application of Proceeds				62
11.8 Certain Proceedings				62
11.9 Recission of Acceleration by Required Lenders				62
SECTION 12
ADMINISTRATIVE AGENT				63
12.1 Appointment and Authorization of Administrative Agent.				63
12.2 Delegation of Duties				64
12.3 Reliance by Administrative Agent				64
12.4 Notice of Default.				65
12.5 Credit Decision; Disclosure of Information by Administrative Agent.				65
12.6 Indemnification of Administrative Agent.				65


Credit Agreement


12.7 Administrative Agent in its Individual Capacity.				66
12.8 Successor Administrative Agent.				66
12.9 Other Agents.				67
12.10 Approval of Lenders				67
SECTION 13
MISCELLANEOUS				68
13.1 Headings				68
13.2 Nonbusiness Days; Time				68
13.3 Communications				68
13.4 Form and Number of Documents				68
13.5 Survival				68
13.6 Governing Law				68
13.7 Invalid Provisions				68
13.8 Venue; Service of Process; Jury Trial				69
13.9 Amendments, Consents, Conflicts, and Waivers				69
13.10 Multiple Counterparts				71
13.11 Successors and Assigns; Assignments and Participations.				72
13.12 Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances				74
13.13 Entirety				74


Credit Agreement

SCHEDULES AND EXHIBITS


Schedule 1		Parties, Addresses, Commitments, and Wiring Information
Schedule 4.1		Form of Borrowing Base Report
Schedule 4.2		Closing Date Borrowing Base Properties
Schedule 6.2		Jurisdictions of Incorporation, Chief Executive Office, and Jurisdictions
Schedule 6.7		Litigation
Schedule 6.9		Environmental Matters
Schedule 6.14		Affiliates Transactions

Exhibit A		Borrowing Request
Exhibit B		Compliance Certificate
Exhibit C		LC Request
Exhibit D		Form of Revolving Note
Exhibit E		Form of Subsidiary Guaranty
Exhibit F		Form of Counsel Opinion
Exhibit G		Form of Assignment and Acceptance
Exhibit H		Form of Notice of Swingline Borrowing


Credit Agreement

CREDIT AGREEMENT

THIS CREDIT AGREEMENT is dated as of July 23, 2004, among INNKEEPERS USA TRUST, a Maryland real estate investment trust (the Trust) and INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited partnership (the Partnership) (the Trust and the Partnership are individually called a Borrower and collectively called Borrowers), each of the lenders that are a signatory hereto or that becomes a signatory hereto as provided in Section 13.11(a) (individually, together with its successors and permitted assigns, a Lender and collectively, the Lenders), WELLS FARGO BANK, NATIONAL ASSOCIATION (Wells Fargo), a national banking association, as contractual representative of the Lenders to the extent and in the manner provided in Section 12 (in such capacity, together with its successors and permitted assigns, Administrative Agent).

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