LOAN AGREEMENT Dated as of September 21, 2006 between KPA WASHINGTON DC DT LLC, a Delaware limited liability company, as Borrower and MERRILL LYNCH MORTGAGE LENDING, INC., a Delaware corporation, as LenderLoan Agreement • November 8th, 2006 • Innkeepers Usa Trust/Fl • Real estate investment trusts • New York
THIS LOAN AGREEMENT, dated as of September 21, 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), MERRILL LYNCH MORTGAGE LENDING, INC., a Delaware corporation, having an address at Four World Financial Center, 16th Floor, New York, New York 10080 (“Lender”), and KPA WASHINGTON DC DT LLC, a Delaware limited liability company, having its principal place of business at c/o Innkeepers USA Trust, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480 (“Borrower”).
DEED OF TRUST NOTEInnkeepers Usa Trust/Fl • November 8th, 2006 • Real estate investment trusts
FOR VALUE RECEIVED KPA RIMV LLC, a Delaware limited liability company having an address c/o Innkeepers USA Trust, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480 (“Maker”), promises to pay to the order of CAPMARK BANK, a Utah industrial bank (“Payee”), at one of its principal places of business at 6955 Union Park Center, Suite 330, Midvale, Utah 84047, Attention: President, or at such place as the holder hereof may from time to time designate in writing, the principal sum of FORTY-SEVEN MILLION FOUR HUNDRED THOUSAND AND NO/100 DOLLARS ($47,400,000.00) (the “Loan”), in lawful money of the United States of America, with interest thereon to be computed on the unpaid principal balance from time to time outstanding at the Interest Rate (as such term is defined in Section 1(a) hereof), and to be paid in installments commencing on December 1, 2006 and on the first (1st) day of each calendar month thereafter (each a “Monthly Payment Date”) through and including the Monthly Paymen
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 8th, 2006 • Innkeepers Usa Trust/Fl • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT is made and entered into this 31st day of March, 2006 (“Agreement”), by and between Innkeepers USA Trust, a Maryland real estate investment trust (the “Company”), and Dennis M. Craven (“Indemnitee”).
LOAN ASSUMPTION AND MODIFICATION AGREEMENTAssumption and Modification Agreement • November 8th, 2006 • Innkeepers Usa Trust/Fl • Real estate investment trusts • California
THIS LOAN ASSUMPTION AND MODIFICATION AGREEMENT (this “Agreement”) is made and entered into as of the 4th day of October, 2006, by and among KPA HS ANAHEIM LLC, a Delaware limited liability company (“Assuming Borrower”), KPA ANAHEIM ORANGE LESSEE LLC, a Delaware limited liability company, each having an address of c/o Innkeepers USA Limited Partnership, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480 (“Operating Lessee”), RLJ ANAHEIM SUITES HOTEL, L.P., a Delaware limited partnership (“Original Borrower”), and RLJ ANAHEIM SUITES HOTEL LESSEE, L.P., a Delaware limited partnership (“Original Lessee”), each having an address at c/o RLJ Capital Partners LLC, 3 Bethesda Metro Center, Suite 1000, Bethesda, Maryland 20814, in favor of WELLS FARGO BANK, N.A., as Trustee for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-C5, having an address at c/o Capmark Finance Inc., 200 Witmer Road, Ho
DEED OF TRUST, LEASEHOLD DEED OF TRUST. ASSIGNMENT OF LEASES AND PROFITS, SECURITY AGREEMENT AND FIXTURE FILING from KPA RIGG LLC as Borrower and KPA RIGG LESSEE LLC as Accommodation Grantor to CHICAGO TITLE INSURANCE COMPANY as Trustee for the...Substitute Management Agreement • November 8th, 2006 • Innkeepers Usa Trust/Fl • Real estate investment trusts • California
This DEED OF TRUST, LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND PROFITS, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust”) is dated this 4th day of October, 2006 from KPA RIGG LLC, a Delaware limited liability company, having an address at c/o Innkeepers USA Trust, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida, 33480, (“Borrower”), and KPA RIGG LESSEE LLC, a Delaware limited liability company, having an address at Innkeepers USA Trust, 340 Poinciana Way, Suite 306, Palm Beach, Florida, 33480 (“Accommodation Grantor”) (Borrower and Accommodation Grantor, collectively, and jointly and severally, “Grantor”) to CHICAGO TITLE INSURANCE COMPANY, whose address is 700 South Flower, Suite 800, Los Angeles, California 90017, as Trustee (“Trustee”), for the benefit of CAPMARK BANK, a Utah industrial bank, with an address at 6955 Union Park Center, Suite 330, Midvale, Utah 84047, Attention: President (“Beneficiary”).
SEVERANCE AGREEMENTSeverance Agreement • November 8th, 2006 • Innkeepers Usa Trust/Fl • Real estate investment trusts • Florida
This AMENDED AND RESTATED SEVERANCE AGREEMENT (this “Agreement”) is effective as of the 31st day of March, 2006, by and between INNKEEPERS USA TRUST, a Maryland Real Estate Investment Trust (the “Trust”), and DENNIS M. CRAVEN (the “Executive”).
PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS between The parties designated on Schedule A as Seller and INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited partnership as Purchaser July 21, 2006Purchase and Sale Agreement and Escrow Instructions • November 8th, 2006 • Innkeepers Usa Trust/Fl • Real estate investment trusts • California
FIRST AMENDMENT TO CREDIT AGREEMENT Dated as of September 27, 2006 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...Credit Agreement • November 8th, 2006 • Innkeepers Usa Trust/Fl • Real estate investment trusts • Georgia
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is entered into as of September 27, 2006, by and 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 Lender (defined below) party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), a national banking association, as Administrative Agent (in such capacity, together with its successors and permitted assigns, “Administrative Agent”).
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONSPurchase and Sale Agreement • November 8th, 2006 • Innkeepers Usa Trust/Fl • Real estate investment trusts
THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“Third Amendment”) is made by and between the entities executing on behalf of the various selling entities listed on the signature page hereto (collectively, “Seller”) and INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited partnership (“Purchaser”) as of this 4th day of October, 2006.
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONSPurchase and Sale Agreement • November 8th, 2006 • Innkeepers Usa Trust/Fl • Real estate investment trusts
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“Amendment”) is made by and between the entities executing on behalf of the various selling entities listed on the signature page hereto (collectively, “Seller”) and INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited partnership (“Purchaser”) as of this 4th day of August, 2006.
DEED OF TRUST, LEASEHOLD DEED OF TRUST. ASSIGNMENT OF LEASES AND PROFITS, SECURITY AGREEMENT AND FIXTURE FILING from RLJ ANAHEIM SUITES HOTEL, L.P. as Borrower and RLJ ANAHEIM SUITES HOTEL LESSEE, L.P. as Accommodation Grantor to COMMONWEALTH LAND...Innkeepers Usa Trust/Fl • November 8th, 2006 • Real estate investment trusts • California
This DEED OF TRUST, LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND PROFITS, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust”) is dated this 14th day of June, 2005 from RLJ ANAHEIM SUITES HOTEL, L.P., a Delaware limited partnership, having an address at c/o RLJ Capital Partners, LLC, 6903 Rockledge Drive, Suite 910, Bethesda, Maryland 20817, Attention: Thomas J. Baltimore, Jr. (“Borrower”), and RLJ ANAHEIM SUITES HOTEL LESSEE, L.P., a Delaware limited partnership, having an address at c/o RLJ Capital Partners, LLC, 6903 Rockledge Drive, Suite 910, Bethesda, Maryland 20817, Attention: Thomas J. Baltimore, Jr. (“Accommodation Grantor”) (Borrower and Accommodation Grantor, collectively, and jointly and severally, “Grantor”) to COMMONWEALTH LAND TITLE INSURANCE COMPANY, whose address is 18551 Von Karman Avenue, Suite 100-200, Irvine, California 92612, as Trustee (“Trustee”), for the benefit of GMAC COMMERCIAL MORTGAGE BANK, a Utah industrial bank, with an address at 6955 Union
DEED OF TRUST, LEASEHOLD DEED OF TRUST. ASSIGNMENT OF LEASES AND PROFITS, SECURITY AGREEMENT AND FIXTURE FILING from KPA HI ONTARIO LLC as Borrower and KPA ONTARIO LESSEE LLC as Accommodation Grantor to CHICAGO TITLE INSURANCE COMPANY as Trustee for...Security Agreement • November 8th, 2006 • Innkeepers Usa Trust/Fl • Real estate investment trusts • California
This DEED OF TRUST, LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND PROFITS, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust”) is dated this 4th day of October, 2006 from KPA HI ONTARIO LLC, a Delaware limited liability company, having an address at c/o Innkeepers USA Trust, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida, 33480, (“Borrower”), and KPA ONTARIO LESSEE LLC, a Delaware limited liability company, having an address at Innkeepers USA Trust, 340 Poinciana Way, Suite 306, Palm Beach, Florida, 33480 (“Accommodation Grantor”) (Borrower and Accommodation Grantor, collectively, and jointly and severally, “Grantor”) to CHICAGO TITLE INSURANCE COMPANY, whose address is 700 South Flower, Suite 800, Los Angeles, California 90017, as Trustee (“Trustee”), for the benefit of CAPMARK BANK, a Utah industrial bank, with an address at 6955 Union Park Center, Suite 330, Midvale, Utah 84047, Attention: President (“Beneficiary”).
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONSIndemnity Agreement • November 8th, 2006 • Innkeepers Usa Trust/Fl • Real estate investment trusts • California
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“Amendment”) is made by and between the entities executing on behalf of the various selling entities listed on the signature page hereto (collectively, “Seller”) and INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited partnership (“Purchaser”) as of this 7th day of August, 2006.
