SECOND AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT

EXHIBIT 10.1(C)

SECOND AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”) is entered into on January 31, 2003 to be effective as of December 31, 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 Second 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.

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, and Administrative Agent (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. Borrowers, Lenders, and Administrative Agent executed that certain First Amendment of Amended and Restated Credit Agreement (the “First Amendment”) dated effective as of March 29, 2002, which amended certain provisions of the Credit Agreement for a limited period of time commencing on December 31, 2001 and ending December 31, 2002 (the “Original Amendment Effective Period”).

C. Borrowers, Lenders, and Administrative Agent desire to extend the duration of the Original Amendment Effective Period through December 31, 2003, subject to the terms and conditions set forth herein.

D. Capitalized terms used herein shall, unless otherwise indicated, have the respective meanings set forth in the Credit Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendment and Extension of Original Amendment Effective Period. Subject to the terms and conditions set forth herein, the Original Amendment Effective Period is hereby extended to December 31, 2003 and the amendments to the Credit Agreement set forth in Section 1 of the First Amendment shall be effective from December 31, 2001 through December 31, 2003 (the “New Amendment Effective Period”); provided, however, that Borrowers shall continue to comply with the covenant set forth in Section 8.15 of the Credit Agreement (as set forth in Section 1(d) of the First Amendment) until the date of Borrowers’ delivery of the Compliance Certificate for the period ending December 31, 2003, as required pursuant to Section 7.1(a) of the Credit Agreement. Except for Section 8.15 of the Credit Agreement, after the expiration of the New Amendment Effective Period, all changes to the Credit Agreement effected by the First Amendment and this Second 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 (1^st) day of the Original Amendment Effective Period shall be in effect as if this Second Amendment had never been executed.

2. Amendment of Credit Agreement and Other Loan Documents.

(a) During the New Amendment Effective Period, all references in the Loan Documents to the Credit Agreement shall mean the Credit Agreement as modified and amended by this Second Amendment, and as may, from time to time, be further modified, amended, restated, extended, renewed, and/or increased.

(b) During the New 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. Ratifications. Each Borrower (a) ratifies and confirms all provisions of the Loan Documents as amended by this Second 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 Second 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 any)), 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).

4. Representations. Each Borrower represents and warrants to the Credit Parties that as of the date of this Second Amendment: (a) this Second Amendment has been duly authorized, executed, and delivered by each Borrower and each of the other Companies that are parties to this Second 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 Second Amendment by each Borrower and each of the other Companies that are parties to this Second Amendment; (c) the Loan Documents, as amended by this Second Amendment, are valid and binding upon each Borrower and the other Companies that are parties to this Second 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 equity; (d) the execution, delivery, and performance by each Borrower and the other Companies that are parties to this Second 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 Second 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 (as amended); and (f) after giving effect to this Second Amendment, no Potential Default or Default exists.

5. Conditions. This Second Amendment shall not be effective unless and until:

(a) the Credit Parties shall have received this Second Amendment executed by all of the parties hereto;

(b) the representations and warranties in this Second Amendment are true and correct in all material respects on and as of the date of this Second 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 (as amended);

(c) after giving effect to this Second Amendment, no Potential Default or Default exists; and

(d) Borrowers shall have paid to each Lender executing this Second Amendment an amendment fee equal to the product of (i) .075%, times (ii) such Lender’s Commitment.

6. 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.

7. 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 Second Amendment shall be construed – and its performance enforced – under Virginia law, (d) if any part of this Second Amendment is for any reason found to be unenforceable, all other portions of it nevertheless remain enforceable, and (e) this Second 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.

8. Parties. This Second Amendment binds and inures to Borrowers and the Credit Parties and their respective successors and permitted assigns.

9. ENTIRETIES. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED BY THIS SECOND AMENDMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER 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.

[Remainder of Page Intentionally Left Blank;

Signature Pages to Follow.]

SIGNATURE PAGE TO SECOND 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/ Xxxx Xxxxxx
		Xxxx Xxxxxx 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/ Xxxx Xxxxxx
		Xxxx Xxxxxx Vice President and Sectary

SIGNATURE PAGE TO SECOND 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/ Xxxxx Xxxxx
		Xxxxx Xxxxx Structuring Specialist

SIGNATURE PAGE TO SECOND 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:

Name:

Title:

SIGNATURE PAGE TO SECOND 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:

Name:

Title:

SIGNATURE PAGE TO SECOND 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

XXXXX FARGO BANK, N.A.,

as a Lender

By:

Name:

Title:

SIGNATURE PAGE TO SECOND 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:

Name:

Title:

SIGNATURE PAGE TO SECOND 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 Second Amendment, the undersigned (a) consent and agree to this Second 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 Second 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/ Xxxx Xxxxxx
		Xxxx Xxxxxx Vice President and Secretary

INNKEEPERS HAMPTON NORCROSS, L.P., a Virginia limited partnership
By:		INNKEEPERS HAMPTON NORCROSS, INC., a Virginia corporation
By:		/s/ Xxxx Xxxxxx
		Xxxx Xxxxxx Vice President and Secretary

SIGNATURE PAGE TO SECOND 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/ Xxxx Xxxxxx
				Xxxx Xxxxxx 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/ Xxxx Xxxxxx
				Xxxx Xxxxxx Vice President and Secretary

INNKEEPERS RI GENERAL, L.P., a Virginia limited partnership
By:		INNKEEPERS RI GENERAL, INC., a Virginia corporation
		By:		/s/ Xxxx Xxxxxx
				Xxxx Xxxxxx Vice President and Secretary

SIGNATURE PAGE TO SECOND 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/ Xxxx Xxxxxx
				Xxxx Xxxxxx 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/ Xxxx Xxxxxx
				Xxxx Xxxxxx Vice President and Secretary

SCHEDULE 8.15

UNSECURED AND RECOURSE DEBT

None.