THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
EXHIBIT 10.23
Loan Numbers: 1008457
and 1008458
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of November 12, 2015, is made by and between RLJ LODGING TRUST, L.P., a limited partnership formed under the laws of the State of Delaware (the “Borrower”), RLJ LODGING TRUST, a Maryland real estate investment trust (“Parent Guarantor”), each of the undersigned Lenders party to the Credit Agreement (as defined below), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).
WHEREAS, Borrower, Parent Guarantor, Administrative Agent and the Lenders party thereto have entered into that certain Amended and Restated Credit Agreement dated as of November 20, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not defined herein have the meanings provided in the Credit Agreement); and
WHEREAS, the parties hereto desire to amend the Credit Agreement to increase the maximum permitted amount of repurchases of common stock of the Parent Guarantor from $200,000,000 to $400,000,000, as more particularly set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:
1.Amendment. Clause (e) of Section 10.1.(h) of the Credit Agreement is hereby amended to delete the amount “$200,000,000” now appearing therein and to substitute “$400,000,000” therefor.
2. Conditions to Effectiveness. This Amendment shall not be effective until the Administrative Agent shall have received (i) counterparts of this Amendment duly executed and delivered by the Borrower and the other Loan Parties, the Administrative Agent, and the Requisite Lenders, and (ii) all fees and other amounts due and payable on or prior to the date hereof, including reimbursement or payment of all reasonable and documented out-of-pocket expenses (including fees and reasonable and documented out-of-pocket expenses of counsel for the Administrative Agent) required to be reimbursed or paid by the Borrower in connection with this Amendment. The Administrative Agent shall notify in writing the Borrower and the Lenders of the effectiveness of this Amendment, and such notice shall be conclusive and binding.
3. Representations and Warranties. The Borrower and the Parent Guarantor each hereby certifies that: (a) no Default or Event of Default exists as of the date hereof or would exist immediately after giving effect to this Amendment; (b) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party are true and correct in all material respects (unless any such representation and warranty is qualified by materiality, in which event such representation and warranty is true
ACTIVE 210761516v.4
and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties were true and correct in all material respects (unless any such representation and warranty is qualified by materiality, in which event such representation and warranty was true and correct in all respects) on and as of such earlier date) and except as a result of transactions permitted by the Credit Agreement, (c) no consent, approval, order or authorization of, or registration or filing with, any third party (other than any required filing with the SEC, which the Borrower agrees to file in a timely manner) is required in connection with the execution, delivery and carrying out of this Amendment or, if required, has been obtained, and (d) this Amendment has been duly authorized, executed and delivered so that it constitutes the legal, valid and binding obligation of the Borrower and the Parent Guarantor, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations contained herein and as may be limited by equitable principles generally. The Borrower and the Parent Guarantor each confirms that the Obligations remain outstanding without defense, set off, counterclaim, discount or charge of any kind as of the date of this Amendment. Except as expressly provided herein, this Amendment shall not constitute an amendment, waiver, consent or release with respect to any provision of any Loan Document, a waiver of any default or Event of Default under any Loan Document, or a waiver or release of any of the Lenders’ or Administrative Agent's rights and remedies (all of which are hereby reserved).
4. Ratification. The Borrower, the Parent Guarantor and each Subsidiary Guarantor each hereby reaffirms and confirms its obligations under the Credit Agreement, as amended hereby, and the other Loan Documents.
5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.
6. Counterparts. To facilitate execution, this Amendment and any amendments, waivers, consents or supplements may be executed in any number of counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto.
7. Headings. The headings of this Amendment are provided for convenience of reference only and shall not affect its construction or interpretation.
8. Loan Document. This Amendment shall constitute a Loan Document under the Credit Agreement.
REST OF PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their authorized officers all as of the day and year first above written.
BORROWER:
RLJ LODGING TRUST, L.P.,
a Delaware limited partnership
a Delaware limited partnership
By: /s/ Xxxxxx X. Baltimore, Jr.
Name: Xxxxxx X. Baltimore, Jr.
Title: President and CEO
Name: Xxxxxx X. Baltimore, Jr.
Title: President and CEO
PARENT GUARANTOR:
a Maryland real estate investment trust
By: | /s/ Xxxxxx X. Baltimore, Jr. Name: Xxxxxx X. Baltimore, Jr. Title: President and CEO |
SUBSIDIARY GUARANTORS:
RLJ III – C BUCKHEAD, INC.,
a Texas corporation
a Texas corporation
By: | /s/ Xxxxxx X. Baltimore, Jr. Name: Xxxxxx X. Baltimore, Jr. Title: President and Treasurer |
RLJ III – XX XXXX PALM BEACH, INC.,
a Texas corporation
a Texas corporation
By: | /s/ Xxxxxx X. Baltimore, Jr. Name: Xxxxxx X. Baltimore, Jr. Title: President and Treasurer |
[RLJ – Third Amendment to Amended and Restated Credit Agreement]
EACH OF THE REMAINING SUBSIDIARY GUARANTORS LISTED ON ANNEX I HERETO
By: RLJ LODGING TRUST, L.P.,
a Delaware limited partnership, the direct or indirect holder of all controlling interests in such Subsidiary Guarantor
By: RLJ LODGING TRUST, a Maryland real estate investment trust, its sole general partner
a Delaware limited partnership, the direct or indirect holder of all controlling interests in such Subsidiary Guarantor
By: RLJ LODGING TRUST, a Maryland real estate investment trust, its sole general partner
By: | /s/ Xxxxxx X. Baltimore, Jr. Name: Xxxxxx X. Baltimore, Jr. Title: President and CEO |
[Signatures Continued on Next Page]
[RLJ – Third Amendment to Amended and Restated Credit Agreement]
XXXXX FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent and as a Revolving Credit Lender and Term Loan Lender
ASSOCIATION, as Administrative Agent and as a Revolving Credit Lender and Term Loan Lender
By: | /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President |
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[RLJ – Third Amendment to Amended and Restated Credit Agreement]
BANK OF AMERICA, NATIONAL ASSOCIATION, as a Revolving Credit Lender and as a Term Loan Lender
By: | /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President |
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[RLJ – Third Amendment to Amended and Restated Credit Agreement]
PNC Bank, National Association, as a Revolving Credit Lender and as a Term Loan Lender
By: | /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Vice President |
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[RLJ – Third Amendment to Amended and Restated Credit Agreement]
U.S. BANK NATIONAL ASSOCIATION, as a Revolving Credit Lender and as a Term Loan Lender
By: | /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President |
[Signatures Continued on Next Page]
[RLJ – Third Amendment to Amended and Restated Credit Agreement]
COMPASS BANK, an Alabama banking corporation, as a Revolving Credit Lender and as a Term Loan Lender
By: | /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Senior Vice President |
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[RLJ – Third Amendment to Amended and Restated Credit Agreement]
Deutsche Bank Trust Company Americas, as a Revolving Credit Lender and as a Term Loan Lender
By: | /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President |
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Managing Director
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[RLJ – Third Amendment to Amended and Restated Credit Agreement]
ROYAL BANK OF CANADA, as a Revolving Credit Lender and as a Term Loan Lender
By: | /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Authorized Signatory |
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[RLJ – Third Amendment to Amended and Restated Credit Agreement]
Barclays Bank, PLC, as a Revolving Credit Lender and as a Term Loan Lender
By: | /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President |
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[RLJ – Third Amendment to Amended and Restated Credit Agreement]
REGIONS BANK, as a Revolving Credit Lender and as a Term Loan Lender
By: | /s/ T. Xxxxxxx Xxxxxx Name: T. Xxxxxxx Xxxxxx Title: Vice President |
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[RLJ – Third Amendment to Amended and Restated Credit Agreement]
BRANCH BANKING AND TRUST COMPANY, as a Revolving Credit Lender and as a Term Loan Lender
By: | /s/ Xxxxx X. Page Name: Xxxxx X. Page Title: Senior Vice President |
[Signatures Continued on Next Page]
[RLJ – Third Amendment to Amended and Restated Credit Agreement]
The Bank of Nova Scotia, as a Revolving Credit Lender and as a Term Loan Lender
By: | /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Director & Execution Head, REGAL |
[Signatures Continued on Next Page]
[RLJ – Third Amendment to Amended and Restated Credit Agreement]
CAPITAL ONE, NATIONAL ASSOCIATION, as a Revolving Credit Lender and as a Term Loan Lender
By: | /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President |
[Signatures Continued on Next Page]
ANNEX I
SUBSIDIARY GUARANTORS
SUBSIDIARY GUARANTORS
Subsidiary Guarantor | |
1. | RLJ C Charleston HD, LLC |
2. | RLJ C HOUSTON HUMBLE, LP |
3. | RLJ C NY Upper Eastside, LLC |
4. | RLJ C PORTLAND DT, LLC |
5. | RLJ C WAIKIKI, LLC |
6. | RLJ CABANA MIAMI BEACH, LLC |
7. | RLJ DBT KEY WEST, LLC |
8. | RLJ XX XXXXXX, LP |
9. | RLJ EM Waltham, LLC |
10. | RLJ HGN Emeryville, LP |
11. | RLJ HP Fremont, LP |
12. | RLJ HP Madison DT, LLC |
13. | RLJ HY ATLANTA MIDTOWN, LLC |
14. | RLJ HyH Charlotte, LLC |
15. | RLJ HyH Cypress, LP |
16. | RLJ HyH Emeryville, LP |
17. | RLJ HyH San Diego, LP |
18. | RLJ HyH San Xxxx, LP |
19. | RLJ HyH San Xxxxx, LP |
20. | RLJ HyH Santa Xxxxx, LP |
21. | RLJ HyH Woodlands, LP |
22. | RLJ II – AUSTIN SOUTH HOTELS, LP |
23. | RLJ II – C AUSTIN AIR, LP |
24. | RLJ II – C AUSTIN NW, LP |
25. | RLJ II – C CHICAGO MAG MILE, LLC |
26. | RLJ II – C XXXXXXX, LLC |
27. | RLJ II – C LOUISVILLE NE KY, LLC |
28. | RLJ II – C MIRAMAR, LLC |
29. | RLJ II – C MISHAWAKA, LLC |
30. | RLJ II – C SALT LAKE, LLC |
31. | RLJ II – C XXXXXXXXX, LP |
32. | RLJ II – F AUSTIN S, LP |
33. | RLJ II – F CHERRY CREEK, LLC |
34. | RLJ II – F XXXXXXX, LLC |
35. | RLJ II – F KEY WEST, LLC |
36. | RLJ II – F SAN ANTONIO DT, LP |
37. | RLJ II – HA CLEARWATER, LLC |
38. | RLJ II – HA FORT XXXXXX BEACH, LLC |
39. | RLJ II – HA GARDEN CITY, LLC |
40. | RLJ II – HA MIDWAY, LLC |
41. | RLJ II – HG MIDWAY, LLC |
42. | RLJ II – HOLX MERRILLVILLE, LLC |
43. | RLJ II - HOLX Midway, LLC |
44. | RLJ II – INDY CAPITOL HOTELS, LLC |
45. | RLJ II – MH DENVER S, LLC |
46. | RLJ II – MH MIDWAY, LLC |
47. | RLJ II – R AUSTIN NW, LP |
48. | RLJ II – R AUSTIN S, LP |
49. | RLJ II – R FISHERS, LLC |
50. | RLJ II – R XXXXXXX, LLC |
51. | RLJ II – R HOUSTON GALLERIA, LP |
52. | RLJ II – R LOUISVILLE CO, LLC |
53. | RLJ II – R LOUISVILLE DT KY, LLC |
54. | RLJ II – R MERRILLVILLE, LLC |
55. | RLJ II – R MIRAMAR, LLC |
56. | RLJ II – R PLANTATION, LLC |
57. | RLJ II – R SALT LAKE CITY, LLC |
58. | RLJ II – R SAN ANTONIO, LP |
59. | RLJ II – R XXXXXXXXX, LP |
60. | RLJ II – RH BOULDER, LLC |
61. | RLJ II – RH PLANTATION, LLC |
62. | RLJ II – S BAKERSFIELD, LP |
63. | RLJ II – S LONGMONT, LLC |
64. | RLJ II – SLE MIDWAY, LLC |
65. | RLJ III – C Buckhead, Inc. |
66. | RLJ III – DBT Columbia, LLC |
67. | RLJ III – DBT Metropolitan Manhattan, LP |
68. | RLJ III – EM Fort Xxxxx, LLC |
69. | RLJ III – EM Tampa DT, LLC |
70. | RLJ III – XX Xxxx Palm Beach, Inc. |
71. | RLJ III – F Washington DC, LLC |
72. | RLJ III – X00 Xxxxxxxxx, LLC |
73. | RLJ III – HA Denver Tech Center, LLC |
74. | RLJ III – XX Xxxxxxx Galleria, LP |
75. | RLJ III – HA West Palm Beach Airport, LLC |
76. | RLJ III – HG New Orleans Convention Center, LLC |
77. | RLJ III – XX Xxxx Palm Beach Airport, LLC |
78. | RLJ III – HGN Durham, LLC |
79. | RLJ III – HGN Hollywood, LP |
80. | RLJ III – HGN Manhattan, LLC |
81. | RLJ III – HGN Pittsburgh, LP |
82. | RLJ III – R Columbia, LLC |
83. | RLJ III – R National Harbor, LLC |
84. | RLJ III - R Silver Spring, LLC |
85. | RLJ III – RH Pittsburgh, LP |
86. | RLJ III – St. Xxxxxxx Ave Hotel, LLC |
87. | RLJ R Atlanta Midtown, LLC |
88. | RLJ R HOUSTON HUMBLE, LP |
89. | RLJ S Hillsboro, LLC |
90. | RLJ II – C GOLDEN, LLC |
91. | RLJ II – C LONGMONT, LLC |
92. | RLJ II – C LOUISVILLE CO, LLC |
93. | RLJ II – C MIDWAY, LLC |
94. | RLJ II – C AUSTIN S, LP |
95. | RLJ II – F MIDWAY, LLC |
96. | RLJ II – R GOLDEN, LLC |
97. | RLJ II – R LONGMONT, LLC |
98. | RLJ II – R WARRENVILLE, LLC |
99. | RLJ II – R LOUISVILLE NE KY, LLC |
100. | RLJ II – R NOVI, LLC |
101. | RLJ II – R XXXXXX XXXXXX, LP |
102. | RLJ II – S WESTMINSTER, LLC |
103. | RLJ II – S MISHAWAKA, LLC |
104. | RLJ II – S LOUISVILLE KY, LLC |
105. | RLJ II – S AUSTIN N, LP |
106. | RLJ C SAN FRANCISCO, LP |
107. | RLJ HS SEATLLE LYNNWOOD, LLC |
108. | RLJ HP WASHINGTON DC, LLC |
109. | RLJ II – R OAK BROOK, LLC |
110. | RLJ S HOUSTON HUMBLE, LP |
[RLJ – Third Amendment to Amended and Restated Credit Agreement]
