AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT
Exhibit 10.10
EXECUTION COPY
AMENDMENT NO. 1 TO THE
SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT
SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT
Dated as of June 29, 2017
AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Amendment”) among HIT NBL HYP SCHIL OWNER, LLC, HIT NBL CY CBSOH OWNER, LLC, HIT NBL HH ATLGA OWNER, LLC, HIT SMT CY FLGAZ OWNER, LLC, HIT XXX XXXXX000 OWNER, LLC, HIT SMT FIS BTRLA OWNER, LLC, HIT XXX XXXXX000 OWNER, LLC, HIT SMT MDFOR001 OWNER, LLC, HIT SMT RI FTWIN OWNER, LLC, HIT SMT SHS FLGAZ OWNER, LLC, HIT SMT SHS BTRLA OWNER, LLC, HIT SMT TPS BTRLA OWNER, LLC, HIT SMT FIS DENCO OWNER, LLC, HIT SMT FIS BELWA OWNER, LLC, HIT SMT FIS SPKWA OWNER, LLC, HIT XXX XXXXX000 OWNER, LLC, HIT XXX XXXXX000 OWNER, LLC, HIT SMT SHS DENCO OWNER, LLC, HIT SMT CY GRMTN OWNER, LLC, HIT SMT CY JKSMS OWNER, LLC, HIT SMT FIS GRMTN OWNER, LLC, HIT SMT RDGMS001 OWNER, LLC, HIT SMT RI JKSMS OWNER, LLC, HIT SMT RI GRMTN OWNER, LLC, HIT SMT RDGMS002 OWNER, LLC and HIT GA TECH HOLDING LLC, each a Delaware limited liability company, and HIT XXX XXXXX000 OWNER, LP and HIT XXX XXXXX000 OWNER, LP, each a Delaware limited partnership (collectively, the “Borrowers”), HOSPITALITY INVESTORS TRUST, INC., a Maryland corporation (the “Parent Guarantor”), HOSPITALITY INVESTORS TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (together with the Parent Guarantor, the “Guarantors”; and together with the Borrowers, the “Loan Parties”), and CITIBANK, N.A., as administrative agent and collateral agent (in such capacity, the “Agent”) for one or more lenders (collectively, the “Lenders”).
PRELIMINARY STATEMENTS:
(1)The Borrowers, the Guarantors, the Agent, and the Lenders, have entered into a Second Amended and Restated Term Loan Agreement dated as of April 27, 2017 (the “Loan Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Loan Agreement.
(2) The parties to the Loan Agreement have agreed to amend the Loan Agreement on the terms and subject to the conditions hereinafter set forth.
SECTION 1. Amendments to Loan Agreement. Upon the occurrence of the Amendment Effective Date (as defined in Section 3 below), the Loan Agreement will be deemed amended as follows:
(a) The introductory paragraph to the Loan Agreement is hereby amended and restated in its entirety, to read as follows:
“SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT dated as of April 27, 2017 (this “Agreement”) among the borrowers party hereto (together with any Additional Borrowers (as hereinafter defined) acceding hereto pursuant to Section 3.02, collectively, the “Borrowers”), HOSPITALITY INVESTORS TRUST, INC., a Maryland corporation (the “Parent Guarantor”), HOSPITALITY INVESTORS TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Operating Partnership”, and, together with the Parent Guarantor, the “Guarantors”), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the initial lenders (the “Initial Lenders”), and CITIBANK, N.A. (“Citibank”), as administrative agent (together with any successor administrative agent appointed pursuant to Article VIII, the “Administrative Agent”) for Lenders (as hereinafter defined), Citibank, as collateral agent (together with any successor collateral agent appointed
Exhibit 10.10
pursuant to Article IX, the “Collateral Agent”, and together with the Administrative Agent, the “Agents”) for the Secured Parties, with CITIGROUP GLOBAL MARKETS INC. (“CGMI”), DEUTSCHE BANK SECURITIES INC. (“DBSI”) and COMPASS BANK (“Compass”) as joint lead arrangers and joint book running managers (collectively, the “Arrangers”), DBSI, as syndication agent and Compass as documentation agent.”
(b) The Loan Agreement is hereby amended by deleting the cover page in its entirety and replacing it with the new cover page attached hereto as Exhibit A.
(c) The Loan Agreement is hereby amended by deleting Schedule I in its entirety and replacing it with the new Schedule I attached hereto as Exhibit B.
SECTION 2. Representations and Warranties. Each Loan Party hereby represents and warrants as follows:
(a) Such Loan Party has taken all necessary corporate and other organizational action to authorize the execution, delivery and performance of this Amendment.
(b) This Amendment has been duly executed and delivered by such Loan Party and constitutes such Loan Party’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
(c) The execution and delivery of this Amendment does not (i) contravene any provision of the organizational documents of such Loan Party or its general partner or managing member or (ii) violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to such Loan Party.
(d) The Guarantors are in compliance with the covenants contained in Section 5.04 of the Loan Agreement.
SECTION 3. Conditions of Effectiveness. This Amendment shall become effective as of June 29, 2017 (the “Amendment Effective Date”), only if each of the following conditions precedent shall have been satisfied:
(a) The Agent shall have received on or before the Amendment Effective Date the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Agent (unless otherwise specified) and in sufficient copies for each Lender:
(i) The Agent shall have received counterparts of this Amendment executed by each Loan Party;
(ii) The Agent shall have received a counterpart of the Consent attached hereto signed by each Guarantor; and
(iii) Any additional information or documentation reasonably requested by the Agent or the Lenders.
(b) The Borrowers shall have paid all accrued fees of the Agent and the Lenders and all reasonable and documented out-of-pocket expenses of the Agent (including the reasonable and documented fees
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Exhibit 10.10
and expenses of counsel to the Agent) in connection with the Loan, this Amendment and the transactions contemplated by the Loan Documents in accordance with the terms of Section 9.04 of the Loan Agreement.
SECTION 4. Reference to and Effect on the Loan Documents. (a) On and after the effectiveness of this Amendment, each reference in the Loan Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Loan Agreement, and each reference in each of the other Loan Documents to “the Loan Agreement”, “thereunder”, “thereof” or words of like import referring to the Loan Agreement, shall mean and be a reference to the Loan Agreement, as amended and modified by this Amendment.
(a) This Amendment shall constitute a Loan Document.
(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.
(c) This Amendment shall not extinguish the obligations for the payment of money outstanding under the Loan Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Loan Agreement, which shall remain in full force and effect, except to any extent modified hereby or as provided in the exhibits hereto. Nothing implied in this Amendment or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Loan Parties from the Loan Documents.
SECTION 5. Ratification. The Loan Agreement (as amended by this Amendment) and each of the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Except as expressly provided in this Amendment, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Secured Party under the Loan Agreement or any of the other Loan Documents, nor constitute a waiver of any provision of the Loan Agreement or any of the other Loan Documents.
SECTION 6. Costs and Expenses. The Borrowers agree to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable and documented fees and expenses of counsel for the Agent) in accordance with the terms of Section 9.04 of the Loan Agreement.
SECTION 7. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or other electronic means, including PDF, shall be as effective as delivery of a manually executed counterpart of this Amendment.
SECTION 8. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
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Exhibit 10.10
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
BORROWERS:
HIT NBL HYP SCHIL OWNER, LLC
HIT NBL CY CBSOH OWNER, LLC
HIT NBL HH ATLGA OWNER, LLC
HIT SMT CY FLGAZ OWNER, LLC
HIT XXX XXXXX000 OWNER, LLC
HIT SMT FIS BTRLA OWNER, LLC
HIT XXX XXXXX000 OWNER, LLC
HIT SMT MDFOR001 OWNER, LLC
HIT SMT RI FTWIN OWNER, LLC
HIT SMT SHS FLGAZ OWNER, LLC
HIT SMT SHS BTRLA OWNER, LLC
HIT SMT TPS BTRLA OWNER, LLC
HIT SMT FIS DENCO OWNER, LLC
HIT SMT FIS BELWA OWNER, LLC
HIT SMT FIS SPKWA OWNER, LLC
HIT XXX XXXXX000 OWNER, LLC
HIT XXX XXXXX000 OWNER, LLC
HIT SMT SHS DENCO OWNER, LLC
HIT SMT CY GRMTN OWNER, LLC
HIT SMT CY JKSMS OWNER, LLC
HIT SMT FIS GRMTN OWNER, LLC
HIT SMT RDGMS001 OWNER, LLC
HIT SMT RI JKSMS OWNER, LLC
HIT SMT RI GRMTN OWNER, LLC
HIT SMT RDGMS002 OWNER, LLC
HIT GA TECH HOLDING LLC,
each a Delaware limited liability company
By: s/s Xxxx X. Hughes_________
Name: Xxxx X. Xxxxxx
Title: General Counsel and Secretary
Signature Page to Amendment No. 1 to the
Second Amended and Restated Term Loan Agreement
Second Amended and Restated Term Loan Agreement
Exhibit 10.10
HIT XXX XXXXX000 OWNER, LP, a Delaware limited partnership
By: HIT NBL NTC Owner GP, LLC, a Delaware limited liability company, its general partner
By: s/s Xxxx X. Hughes_________
Name: Xxxx X. Xxxxxx
Title: General Counsel and Secretary
HIT XXX XXXXX000 OWNER, LP, a Delaware limited partnership
By: HIT SMT NTC Owner GP, LLC, a Delaware limited liability company, its general partner
By: s/s Xxxx X. Hughes_________
Name: Xxxx X. Xxxxxx
Title: General Counsel and Secretary
Signature Page to Amendment No. 1 to the
Second Amended and Restated Term Loan Agreement
Second Amended and Restated Term Loan Agreement
Exhibit 10.10
ADMINISTRATIVE AGENT AND COLLATERAL AGENT:
CITIBANK, N.A.
By:s/s Xxxxxxxxxxx X. Albano______
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Authorized Signatory
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Authorized Signatory
Signature Page to Amendment No. 1 to the
Second Amended and Restated Term Loan Agreement
Second Amended and Restated Term Loan Agreement
Exhibit 10.10
APPROVED BY:
CITIBANK, N.A., as an Initial Lender
By:s/s Xxxxxxxxxxx X. Albano______
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Authorized Signatory
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Authorized Signatory
Signature Page to Amendment No. 1 to the
Second Amended and Restated Term Loan Agreement
Second Amended and Restated Term Loan Agreement
Exhibit 10.10
DEUTSCHE BANK AG NEW YORK BRANCH, as an Initial Lender
By: s/s Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Title: Managing Director
Title: Managing Director
By: s/s Xxxxx Xxxxxxx ____
Name: Xxxxx Xxxxxxx
Title: Managing Director
Title: Managing Director
Signature Page to Amendment No. 1 to the
Second Amended and Restated Term Loan Agreement
Second Amended and Restated Term Loan Agreement
Exhibit 10.10
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as an Initial Lender
By: s/s Xxxxxxx Shaskus_____
Name: Xxxxxxx Xxxxxxx
Title: Vice President
Title: Vice President
Signature Page to Amendment No. 1 to the
Second Amended and Restated Term Loan Agreement
Second Amended and Restated Term Loan Agreement
Exhibit 10.10
CONSENT
Dated as of June 29, 2017
Each of the undersigned, as a Guarantor under the Second Amended and Restated Term Loan Agreement dated as of April 27, 2017, among (i) HIT NBL HYP SCHIL OWNER, LLC, HIT NBL CY CBSOH OWNER, LLC, HIT NBL HH ATLGA OWNER, LLC, HIT SMT CY FLGAZ OWNER, LLC, HIT XXX XXXXX000 OWNER, LLC, HIT SMT FIS BTRLA OWNER, LLC, HIT XXX XXXXX000 OWNER, LLC, HIT SMT MDFOR001 OWNER, LLC, HIT SMT RI FTWIN OWNER, LLC, HIT SMT SHS FLGAZ OWNER, LLC, HIT SMT SHS BTRLA OWNER, LLC, HIT SMT TPS BTRLA OWNER, LLC, HIT SMT FIS DENCO OWNER, LLC, HIT SMT FIS BELWA OWNER, LLC, HIT SMT FIS SPKWA OWNER, LLC, HIT XXX XXXXX000 OWNER, LLC, HIT XXX XXXXX000 OWNER, LLC, HIT SMT SHS DENCO OWNER, LLC, HIT SMT CY GRMTN OWNER, LLC, HIT SMT CY JKSMS OWNER, LLC, HIT SMT FIS GRMTN OWNER, LLC, HIT SMT RDGMS001 OWNER, LLC, HIT SMT RI JKSMS OWNER, LLC, HIT SMT RI GRMTN OWNER, LLC, HIT SMT RDGMS002 OWNER, LLC and HIT GA TECH HOLDING LLC, each a Delaware limited liability company, and HIT XXX XXXXX000 OWNER, LP and HIT XXX XXXXX000 OWNER, LP, each a Delaware limited partnership, (ii) HOSPITALITY INVESTORS TRUST, INC., a Maryland corporation (the “Parent Guarantor”), HOSPITALITY INVESTORS TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (together with the Parent Guarantor, the “Guarantors”), and (iii) CITIBANK, N.A., as administrative agent and collateral agent for one or more lenders, and the other parties thereto (the “Loan Agreement”), hereby consents to the Amendment No. 1 to the Second Amended and Restated Term Loan Agreement dated as of the date hereof (the “Amendment”), and hereby confirms and agrees that notwithstanding the effectiveness of the Amendment, the Guaranty contained in the Loan Agreement is and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of the Amendment, each reference in the Loan Documents to “Loan Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Loan Agreement, as amended and modified by the Amendment.
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Exhibit 10.10
GUARANTORS:
HOSPITALITY INVESTORS TRUST, INC., a Maryland corporation
By: s/s Xxxx X. Hughes_________
Name: Xxxx X. Xxxxxx
Title: General Counsel and Secretary
HOSPITALITY INVESTORS TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership
By: | HOSPITALITY INVESTORS TRUST, INC., a Maryland corporation, its general partner |
By: s/s Xxxx X. Hughes_________
Name: Xxxx X. Xxxxxx
Title: General Counsel and Secretary
Consent Signature Page to Amendment No. 1 to the
Second Amended and Restated Term Loan Agreement
Second Amended and Restated Term Loan Agreement
Exhibit 10.10
EXHIBIT A
[See attached]
Exhibit 10.10
EXECUTION COPY
SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT
Dated as of April 27, 2017
Among
THE BORROWERS PARTY HERETO,
as Borrowers,
and
HOSPITALITY INVESTORS TRUST OPERATING PARTNERSHIP, L.P.,
as Guarantors,
THE INITIAL LENDERS NAMED HEREIN,
as Initial Lenders,
and
CITIBANK, N.A.,
as Administrative Agent and as Collateral Agent,
with
CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK SECURITIES INC. and COMPASS BANK,
as Joint Lead Arrangers and Joint Book Running Managers,
DEUTSCHE BANK SECURITIES INC.,
as Syndication Agent,
and
COMPASS BANK,
as Documentation Agent
Exhibit 10.10
EXHIBIT B
[See attached]
Exhibit 10.10
SCHEDULE I
COMMITMENTS AND APPLICABLE LENDING OFFICES
Name of Initial Lender | Commitment | Domestic Lending Office | Eurodollar Lending Office |
Citibank, N.A. | $94,000,000 | 0000 Xxxxx Xxxx, OPS III, Xxx Xxxxxx, XX 00000 Attn: Agency Operations Tel: (302) 894‑6010 Fax: (646) 274‑5080 000 Xxxxxxxxx Xxxxxx, 0xx Xx. Xxx Xxxx, XX 10013 Attn: Xxxxx Cappellini Tel: (212) 723-2178 Fax (000) 000-0000 | 0000 Xxxxx Xxxx, XXX XXX Xxx Xxxxxx, XX 00000 Attn: Agency Operations Tel: (000) 000-0000 Fax: (000) 000-0000 000 Xxxxxxxxx Xxxxxx, 0xx Xx. Xxx Xxxx, XX 10013 Attn: Xxxxx Cappellini Tel: (212) 723-2178 Fax (000) 000-0000 |
Deutsche Bank AG New York Branch | $94,000,000 | 00 Xxxxxx Xxxxxx, 0xx Xxxxx (JCY05-0199), Xxxxxx Xxxx, Xxx Xxxxxx 00000 Attn: Xxxxxxx Xxxx Tel: (000) 000-0000 Fax: (201) 000- 0000/2310 | 90 Xxxxxx Street, 1st Floor (JCY05-0199), Xxxxxx Xxxx, Xxx Xxxxxx 00000 Attn: Xxxxxxx Xxxx Tel: (000) 000-0000 Fax: (000) 000-0000/2310 |
Compass Bank | $50,000,000 | 00 Xxxxx 00xx Xx., Xxxxx 0000 Xxxxxxxxxx, XX 00000 Attn: Keely McGee Tel: (205) 297-5920 Fax: (205) 297-3901 | 00 Xxxxx 00xx Xx., Xxxxx 0000 Xxxxxxxxxx, XX 00000 Attn: Keely McGee Tel: (205) 297-5920 Fax: (000) 000-0000 |
JPMorgan Chase Bank, National Association | $47,000,000 | 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxx: Xxxxx Alto Tel: (212) 834-3038 Fax: (917) 546-2564 | 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxx: Xxxxx Alto Tel: (000) 000-0000 Fax: (000) 000-0000 |
Xxxxxxx Xxxxx Bank, N.A. | $20,000,000 | X.X. Xxx 00000 Xx. Xxxxxxxxxx, XX 00000 Xxxx: Xxxxxx Rhodin Tel: (727) 567-5545 Fax: (000) 000-0000 | X.X. Xxx 00000 Xx. Xxxxxxxxxx, XX 00000 Xxxx: Xxxxxx Rhodin Tel: (727) 567-5545 Fax: (000) 000-0000 |
CTBC Bank Co., Ltd., New York Branch | $5,000,000 | 000 0xx Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxx: Xxxxxx Liu Tel: (212) 457-8902 Fax: (212) 457-6666 | 000 0xx Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxx: Xxxxxx Liu Tel: (212) 457-8902 Fax: (000) 000-0000 |
Totals | $310,000,000 | ||
