EXHIBIT 10.1
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED SECURED REVOLVING
CREDIT AGREEMENT ("Amendment") is made as of January 21, 2004 by and among the
following:
EQUITY INNS PARTNERSHIP, L.P., a Tennessee limited partnership having
its principal place of business at c/o Equity Inns, Inc., 0000 Xxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxxxx 00000 ("Operating Partnership"), the sole
general partner of which is Equity Inns Trust;
EQUITY INNS/WEST VIRGINIA PARTNERSHIP, L.P., a Tennessee limited
partnership having its principal place of business c/o Equity Inns, Inc., 0000
Xxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxxxx 00000 ("EIP/WV"), the sole general
partner of which is Equity Inns Services, Inc., a Tennessee corporation which is
wholly-owned by Equity Inns, Inc.;
EQUITY INNS PARTNERSHIP II, L.P., a Tennessee limited partnership
having its principal place of business c/o Equity Inns, Inc., 0000 Xxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxxxx 00000 ("Equity II"), the sole general partner
of which is Equity Inns Trust and the sole limited partner of which is the
Operating Partnership (the Operating Partnership, EIP/WV and Equity II being
referred to herein collectively as the "Borrower");
BANK ONE, NA ("Bank One"), a national bank organized under the laws of
the United States of America having an office at 0 Xxxx Xxx Xxxxx, Xxxxxxx,
Xxxxxxxx 00000, as Administrative Agent ("Administrative Agent") and as a
Lender; and
Each of the remaining Lenders that are signatories hereto.
RECITALS
A. Borrower is primarily engaged in the business of the acquisition and
development of premium limited service, premium extended stay and premium
all-suite and full-service hotel properties.
B. The parties hereto have entered into an Amended and Restated Secured
Revolving Credit Agreement dated as of June 11, 2003 ("Credit Agreement") to
make loans available to the Borrower pursuant to the terms thereof ("Facility").
All capitalized terms used herein and not otherwise defined shall have the
meanings given to them in the Agreement.
C. Borrower has requested a change in certain terms contained in the
Credit Agreement and the Lenders have agreed to such a change on the terms
contained herein.
NOW, THEREFORE, in consideration of the foregoing recitals and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
AMENDMENTS
1. The foregoing recitals to this Amendment are incorporated into and made part
of this Amendment.
2. The definition of "Applicable FCF Percentage" in Article I of the Credit
Agreement is hereby amended and restated to read as follows:
"Applicable FCF Percentage": means for any given fiscsal
quarter, the percentage set forth below in accordance with the ratio of
Total Indebtedness to EBITDA as of the last day of the preceding fiscal
fiscal quarter and shall change upon delivery of a compliance certificate
to the Lenders in the form attached hereto.
Ratio of Total Indebtedness Applicable FCF Percentage
to EBITDA for preceding for current Quarter
fiscal quarter current Quarter
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Less than or equal to 4.5x 110%
Over 4.5x, but less than or equal
to 4.75x 105%
Over 4.75x, but less than or equal
to 5.00x 100%
Over 5.0x, but less than or equal
to 5.25x 90%
3. The definition of "Borrowing Base Availability" in Article I of the Credit
Agreement is hereby amended and restated to read as follows:
"Borrowing Base Availability" means, as of any date, the greater of:
(I) the lesser of: (a) 55% of the Borrowing Base; or
(b) the sum of (i) an amount which, if it were the
Allocated Facility Amount, would produce the Included
Collateral Pool Debt Service Coverage Ratio of 1.75
plus (ii) 55% of the aggregate Collateral Pool Asset
Values of any Excluded Properties and Properties
Under Development, subject to the limitations set
forth in the definition of Eligible Property; or
(II) the lesser of: (a) 60% of the Borrowing Base; or
(b) the sum of (i) an amount which, if it were the
Allocated Facility Amount, would produce the Included
Collateral Pool Debt Service Coverage Ratio of 1.75
plus (ii) 60% of the aggregate Collateral Pool Asset
Values of any Excluded Properties and Properties
Under Development, subject to the limitations set
forth in the definition of Eligible Property; or (c)
six (6) times the aggregate Adjusted Net Operating
Income of all Included Collateral Pool Assets for the
most recent four (4) consecutive fiscal quarters for
which financial statements have been delivered to the
Administrative Agent.
4. Section 9.3 is hereby amended and restated to read as follows:
Section 9.3 Leverage; Additional Recourse Indebtedness.
Permit or suffer:
(a) From the Agreement Effective Date through
December 31, 2004, the ratio of Total Indebtedness to EBITDA
to exceed 5.50x;
(b) From January 1, 2005 through December 31, 2005,
the ratio of Total Indebtedness to EBITDA to exceed 5.25x;
(c) From January 1, 2006 through December 31, 2006,
the ratio of Total Indebtedness to EBITDA to exceed 5.00x;
(d) From and after January 1, 2007, the ratio of
Total Indebtedness to EBITDA to exceed 4.75x;
(e) At any time, the aggregate Recourse Indebtedness
of the Consolidated Group to exceed the sum of (a) the
then-outstanding Advances hereunder plus (b) $50,000,000.
5. Section 9.4 is hereby amended to include the following subsection (d):
(d) Notwithstanding the foregoing subsections (a),
(b) and (c), the aggregate amount of dividends payable by
Equity Inns (excluding Preferred Stock Expense) may be equal
to an amount up to the amount of dividends paid by Equity Inns
in the preceding fiscal quarter, provided that no share
repurchases shall be permitted during such quarter if the
dividends paid exceed the amount that would otherwise have
been permitted pursuant to subsections (a), (b) and (c) of
this Section 9.4 and the amount of dividends paid in a quarter
pursuant to this subsection (d) may not exceed the amount of
dividends that would otherwise have been permitted pursuant to
subsections (a), (b) and (c) for more than two consecutive
quarters.
6. Section 9.8 (b) is hereby amended and restated to read as follows:
(b) as of any day, the ratio of (A) the sum of (i)
Adjusted EBITDA for the most recent four quarters plus (ii)
Ground Lease Expense for such period to (B) Fixed Charges for
such period to be less than 1.45 to 1 for the period beginning
with the Agreement Execution Date and ending December 31,
2004, and 1.50 to 1 thereafter;
7. Borrower hereby represents and warrants that:
(a) no Default or Unmatured Default exists under the Loan
Documents;
(b) the Loan Documents are in full force and effect and
Borrower has no defenses or offsets to, or claims or
counterclaims relating to, its obligations under the
Loan Documents;
(c) there has been no material adverse change in the
financial condition of Borrower as shown in its
September 30, 2003 financial statements;
(d) Borrower has full corporate power and authority to
execute this Amendment and no consents are required
for such execution other than any consents which have
already been obtained; and
(e) all representations and warranties contained in
Article 6 of the Credit Agreement are true and
correct as of the date hereof and all references
therein to "the date of this Agreement" shall refer
to "the date of this Amendment."
8. Except as specifically modified hereby, the Credit Agreement is and remains
unmodified and in full force and effect and is hereby ratified and
confirmed. All references in the Loan Documents to the "Credit Agreement"
henceforth shall be deemed to refer to the Credit Agreement as amended by
this Amendment.
9. This Amendment may be executed in any number of counterparts, all of which
taken together shall constitute one agreement, and any of the parties hereto
may execute this Amendment by signing any such counterpart. This Amendment
shall be construed in accordance with the internal laws (and not the law of
conflicts) of the State of Illinois, but giving effect to federal laws
applicable to national banks.
10. This Amendment shall become effective when it has been executed by Borrower,
Administrative Agent, and the Lenders.
IN WITNESS WHEREOF, the Borrower, the Lenders and the
Administrative Agent have executed this Amendment as of the date first above
written.
BORROWER: EQUITY INNS PARTNERSHIP, L.P.
By: EQUITY INNS TRUST, its General Partner
By:
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Title:
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EQUITY INNS/WEST VIRGINIA PARTNERSHIP, L.P.
By: EQUITY INNS SERVICES, INC.,
its General Partner
By:
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Title:
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EQUITY INNS PARTNERSHIP II, L.P.
By: EQUITY INNS TRUST, its General Partner
By:
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Title:
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LENDERS: BANK ONE, NA
Individually and as Administrative Agent
By:
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Title:
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Address for Notices:
Corporate Real Estate Division
0 Xxxx Xxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxxxx Xxxxx
Telephone: 312/000-0000
Telecopy: 312/732-5939
CREDIT LYONNAIS NEW YORK BRANCH
Individually and as Syndication Agent and
Co-Lead Arranger
By:
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Title:
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Address for Notices:
Lodging Group
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxx
Telephone: 212/000-0000
Telecopy: 212/261-7532
FLEET NATIONAL BANK
Individually and as Documentation Agent
By:
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Title:
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Address for Notices:
000 Xxxxxxxxx Xxxxxx Xxxxx X.X.
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxxxxx
Telephone: 000-000-0000
Telecopy: 770-391-9811
NATIONAL BANK OF COMMERCE
By:
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Title:
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Address for Notices:
0000 Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxxxx Xxxxx
Telephone: 901/000-0000
Telecopy: 901/757-4883
AMSOUTH BANK
By:
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Title:
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Address for Notices:
0000 Xxxxx Xxxxxx Xxxxx
XxXxxxx-Xxxxx Tower, 9th Floor
Birmingham, Alabama 35203
Attention: Xxxxxxxx Xxxxx
Telephone: 205/000-0000
Telecopy: 205/326-4075
UNION PLANTERS BANK, NATIONAL ASSOCIATION
By:
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Title:
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Address for Notices:
0000 Xxxxxx Xxxxxx
0xx Xxxxx
Xxxxxxx, Xxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx
Telephone: 901/000-0000
Telecopy: 901/580-5451
The undersigned, Equity Inns, Inc. and Equity Inns Trust, are parties
to the Credit Agreement for purposes of making the representations and
warranties contained in Article VII thereof and agreeing to perform certain of
the covenants described in Article VIII thereof and hereby confirm that the
Credit Agreement remains in full force and effect and hereby consent to the
terms of this Amendment.
EQUITY INNS, INC.
By:
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Title:
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EQUITY INNS TRUST
By:
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Title:
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