Exhibit 10.9
EXECUTION COPY
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of April 8, 2016, by and among APPLE TEN HOSPITALITY, INC. (the “Borrower”), each of the Lenders (as defined below) party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).
WHEREAS, the Borrower, the financial institutions parties thereto as Lenders (the “Lenders”) and the Administrative Agent have entered into that certain Credit Agreement dated as of July 26, 2013, as modified by that certain First Amendment to Credit Agreement dated as of October 3, 2013 and by that certain Second Amendment to Credit Agreement dated as of July 2, 2015 (as so modified and in effect immediately prior to the date hereof, the “Credit Agreement”);
WHEREAS, the Borrower, the Lenders and the Administrative Agent desire to amend certain provisions of the Credit Agreement on the terms and conditions contained 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:
Section 1. Specific Amendments to Credit Agreement. The parties hereto agree that the Credit Agreement is amended as follows:
(a) By restating the first sentence of Section 2.9. of the Credit Agreement in its entirety to read as follows:
The Borrower shall have the right, subject to the receipt of the prior consent of the Administrative Agent, to request increases in the aggregate amount of the Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $150,000,000 less the aggregate amount of the reductions, if any, of the Commitments pursuant to Section 2.8 (excluding the reduction of the Commitments on the Second Amendment Effective Date).
(b) By restating Section 9.1.(e) of the Credit Agreement in its entirety to read as follows:
Dividend Payments. Subject to the other limitations of this subsection, Apple REIT shall not, and shall not permit any of its Subsidiaries to, make any Restricted Payments, except for (x) cash distributions with respect to its common stock not in excess of (i) from the Second Amendment Effective Date through the first anniversary thereof, $0.825 per share per year (with such amount to be adjusted in a manner acceptable to the Administrative Agent to account for stock splits, stock dividends, recapitalizations and other similar events) and (ii) thereafter, 100% of Funds From Operations of Apple REIT during any fiscal year, (y) redemptions by Apple REIT of its common units pursuant to its existing Unit Redemption Program in an amount not to exceed 3.0% of the weighted average number of common units of Apple REIT outstanding during the 12-month period immediately prior to the date of redemption and (z) Restricted Payments from a Subsidiary to the Borrower or a Guarantor. Subject to the following sentence, if an Event of Default exists, Apple REIT shall not, and shall not permit any of its Subsidiaries to, declare, make or pay any Restricted Payments to its shareholders (i) unless the Administrative Agent, with the authorization of the Requisite Lenders, has consented to any such Restricted Payments in writing, or (ii) until either (A) such Event of Default ceases to exist, or (B) the Loans and all other Obligations have been paid in full and satisfied, the Lenders have no further obligations to fund Loans hereunder, and the Borrower has no right to request Loans hereunder; provided that, subject to the following sentence, the Borrower may declare and make cash distributions to Apple REIT, and Apple REIT may declare and make cash distributions to its shareholders, each in an aggregate amount not to exceed the minimum amount necessary for Apple REIT to remain in compliance with Section 7.5. If a Default or Event of Default specified in Section 10.1.(a), Section 10.1.(b)(i), Section 10.1.(e) or Section 10.1.(f) shall exist, or if as a result of the occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to Section 10.2.(a), Apple REIT and the Borrower shall not, and shall not permit any Subsidiary to, declare, make or pay any Restricted Payments to any Person except that Subsidiaries may make Restricted Payments to the Borrower or any Guarantor.
(c) By deleting Schedule I to the Credit Agreement and replacing it with Schedule I attached hereto.
(d) By deleting Schedule 6.1.(d) to the Credit Agreement and replacing it with Schedule 6.1.(d) attached hereto.
(e) By deleting Schedule 6.1.(j) to the Credit Agreement and replacing it with Schedule 6.1.(j) attached hereto.
(f) By deleting Schedule 6.1.(k) to the Credit Agreement and replacing it with Schedule 6.1.(k) attached hereto.
Section 2. Conditions Precedent. The effectiveness of this Amendment is subject to receipt by the Administrative Agent of each of the following, each in form and substance satisfactory to the Administrative Agent, as applicable:
(a) a counterpart of this Amendment duly executed by the Borrower;
(b) a Guarantor Acknowledgement substantially in the form of Exhibit A attached hereto, executed by each Guarantor;
(c) an Accession Agreement duly executed by Apple Ten SPE Knoxville I, Inc. (“Apple Ten SPE”);
(d) a certificate of the Secretary, Assistant Secretary, manager or managing member of each Loan Party (other than Apple Ten SPE) certifying (i) as to copies of all corporate or other necessary action taken by such Loan Party to authorize the amendments contemplated by this Amendment and (ii) that there have been no amendments, supplements or other modifications to the articles of incorporation or organization (or equivalent) or the bylaws of such Loan Party since the date last certified to the Administrative Agent (or attaching copies of any such modifications, if applicable);
(e) (i) good standing certificates (or equivalent) of each Loan Party (including Apple Ten SPE) certified as of a recent date by the appropriate state or government official in such Loan Party’s state of formation and (ii) certificates of qualification to transact business or other comparable certificates issued as of a recent date by each appropriate state or government official (including any state department of taxation, as applicable) of each state in which such Loan Party (including Apple Ten SPE) owns a Hotel;
(f) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of Apple Ten SPE, with respect to each of the officers of Apple Ten SPE authorized to execute and deliver the Loan Documents to which Apple Ten SPE is a party;
(g) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of Apple Ten SPE of (i) the articles of incorporation of Apple Ten SPE, (ii) the bylaws of Apple Ten SPE and (iii) all resolutions from the board of directors or other necessary action taken by Apple Ten SPE to authorize the execution, delivery and performance of the Loan Documents to which it is a party;
(h) an opinion of the Borrower’s general counsel and McGuire Woods LLP, counsel to the Borrower and the other Loan Parties, in each case addressed to the Administrative Agent and the Lenders and addressing such matters as the Administrative Agent may request;
(i) payment by Borrower of the fees required by the Fee Letter dated February 24, 2016, executed and delivered by Borrower and Administrative Agent in connection herewith;
(j) Revolving Notes made by Borrower in favor of each Lender, each in the amount of such Lender’s Commitment set forth on Schedule I attached hereto; and
(k) such other documents, instruments and agreements as the Administrative Agent may reasonably request.
Section 3. Representations. The Borrower represents and warrants to the Administrative Agent and the Lenders that:
(a) Authorization. The Borrower has the corporate power and authority and the legal right to execute and deliver this Amendment and the other documents contemplated hereby and to perform its obligations in respect of this Amendment, the Credit Agreement as amended by this Amendment, and the other documents contemplated hereby and has taken all necessary corporate action to authorize the execution and delivery of each such document and the performance of its obligations in respect thereof. This Amendment and the other documents contemplated hereby have been duly executed and delivered on behalf of the Borrower and each of this Amendment, the Credit Agreement as amended by this Amendment and the other documents contemplated hereby constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with the terms of each, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at law or a suit in equity.
(b) Compliance with Laws, etc. The execution and delivery by the Borrower of this Amendment and the other documents contemplated hereby and the performance by the Borrower of this Amendment, the Credit Agreement as amended by this Amendment and the other documents contemplated hereby, will not violate any Requirement of Law or any Contractual Obligation of the Borrower, the violation of which could have a Material Adverse Effect. No consent, approval, authorization of, or registration, declaration or filing with, any Governmental Authority is required on the part of the Borrower in connection with the execution and delivery of this Amendment or the other documents contemplated hereby or the performance of or compliance with the terms, provisions and conditions of this Amendment, the Credit Agreement as amended by this Amendment or the other documents contemplated hereby.
(c) No Default. No Default or Event of Default has occurred and is continuing as of the date hereof nor will exist immediately after giving effect to this Amendment.
Section 4. Reaffirmation of Representations by Borrower. The Borrower hereby repeats and reaffirms all representations and warranties made by the Borrower to the Administrative Agent and the Lenders in the Credit Agreement (as amended by this Amendment) and the other Loan Documents to which it is a party on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full.
Section 5. Certain References. Each reference to the Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Credit Agreement as amended by this Amendment.
Section 6. Expenses. The Borrower shall reimburse the Administrative Agent upon demand for all reasonable out-of-pocket costs and expenses (including attorneys’ fees) incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.
Section 7. Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
Section 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NORTH CAROLINA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.
Section 9. Effect. Except as expressly herein amended, the terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. The amendments contained herein shall be deemed to have prospective application only, unless otherwise specifically stated herein.
Section 10. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Amendment.
Section 11. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement.
[Signatures commence on following page.]
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to Credit Agreement to be executed as of the date first above written.
APPLE TEN HOSPITALITY, INC., a Virginia corporation
By: /s/ Bryan Peery
Name: Bryan Peery
Title: President
[Signatures continue on the following page]
[Apple Ten Hospitality, Inc. Third Amendment to Credit Agreement]
WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Administrative Agent, as Swingline Lender and as a Lender
By: /s/ Anand J. Jobanputra
Name: Anand J. Jobanputra
Title: Senior Vice President, Hospitality Finance Group, Wells Fargo Bank, N.A.
[Signatures continue on the following page]
[Apple Ten Hospitality, Inc. Third Amendment to Credit Agreement]
KEY BANK NATIONAL ASSOCIATION, as a Lender
By: /s/ Tayven Hike
Name: Tayven Hike
Title: Vice President
[Signatures continue on the following page]
[Apple Ten Hospitality, Inc. Third Amendment to Credit Agreement]
BANK OF AMERICA, N.A., as a Lender
By: /s/ John Sletten
Name: John Sletten
Title: Vice President
[Signatures continue on the following page]
[Apple Ten Hospitality, Inc. Third Amendment to Credit Agreement]
U.S. BANK NATIONAL ASSOCIATION, as a Lender
By: /s/ J. Lee Hord
Name: J. Lee Hord
Title: Senior Vice President
[End signatures]
[Apple Ten Hospitality, Inc. Third Amendment to Credit Agreement]
SCHEDULE I
Commitments
| Lender | Commitment |
| Wells Fargo Bank, National Association | $60,000,000 |
| Key Bank National Association | $30,000,000 |
| Bank of America, N.A. | $30,000,000 |
| U.S. Bank National Association | $30,000,000 |
| TOTAL | $150,000,000 |
SCHEDULE 6.1(d)
Hotels
| HOTEL LOCATION | OWNER | BRAND | NAME OF LENDER | AMOUNT OF INDEBTEDNESS | OUTSTANDING PRINCIPAL BALANCE AS OF 12/31/15 | MATURITY DATE | ||||||
| Boca Raton, FL | Apple Ten Hospitality Ownership, Inc. | Hilton Garden Inn | N/A | N/A | N/A | N/A | ||||||
| Cedar Rapids, IA | Apple Ten Hospitality Ownership, Inc. | Hampton Inn & Suites | N/A | N/A | N/A | N/A | ||||||
| Cedar Rapids, IA | Apple Ten Hospitality Ownership, Inc. | Homewood Suites | N/A | N/A | N/A | N/A | ||||||
| North Charleston, SC | Apple Ten Business Trust | Home2 Suites | N/A | N/A | N/A | N/A | ||||||
| Des Plaines, IL | Apple Ten OHare, LLC | Hilton Garden Inn | Wells Fargo | $22,500,000.00 | $19,142,000 | 8/1/2016 | ||||||
| Mason, OH | Apple Ten Hospitality Ownership, Inc. | Hilton Garden Inn | N/A | N/A | N/A | N/A | ||||||
| Columbia, SC | Apple Ten Business Trust | TownePlace Suites | N/A | N/A | N/A | N/A | ||||||
| Davenport, IA | Apple Ten Hospitality Ownership, Inc. | Hampton Inn & Suites | N/A | N/A | N/A | N/A | ||||||
| Denver, CO | Apple Ten SPE Denver, Inc. | Hilton Garden Inn | Well Fargo | $35,000,000 | $34,627,000 | 6/2025 | ||||||
| Fairfax, VA | Apple Ten Hospitality Ownership, Inc. | Marriott | N/A | N/A | N/A | N/A | ||||||
| Gainesville, FL | Apple Ten Hospitality Ownership, Inc. | Hilton Garden Inn | N/A | N/A | N/A | N/A | ||||||
| Gainesville, FL | Apple Ten SPE Gainesville, Inc. | Homewood Suites | Wells Fargo | $13,700,000.00 | $12,216,000 | 5/8/2017 | ||||||
| Hoffman Estates, IL | Apple Ten Illinois, LLC | Hilton Garden Inn | N/A | N/A | N/A | N/A | ||||||
| Houston, TX | Apple Ten Hospitality Ownership, Inc. | Residence Inn | N/A | N/A | N/A | N/A | ||||||
| Huntsville, AL | Sunbelt-I2HA, LLC | Hampton Inn & Suites | N/A | N/A | N/A | N/A | ||||||
| Huntsville, AL | Sunbelt-I2HA, LLC | Home2 Suites | N/A | N/A | N/A | N/A | ||||||
| Jacksonville, NC | Apple Ten North Carolina, L.P. | Home2 Suites | N/A | N/A | N/A | N/A | ||||||
| Knoxville, TN | Apple Ten SPE Knoxville II, Inc. | Homewood Suites | Wells Fargo | $12,200,000.00 | $10,630,000 | 10/8/2016 | ||||||
| Knoxville, TN | Apple Ten Hospitality Ownership, Inc. | SpringHill Suites | N/A | N/A | N/A | N/A | ||||||
| Knoxville, TN | Apple Ten SPE Knoxville I, Inc. | TownePlace Suites | N/A | N/A | N/A | N/A | ||||||
| Matthews, NC | Apple Ten North Carolina, L.P. | Fairfield Inn & Suites | N/A | N/A | N/A | N/A | ||||||
| Merrillville, IN | Apple Ten Hospitality Ownership, Inc. | Hilton Garden Inn | N/A | N/A | N/A | N/A | ||||||
| Mobile, AL | Apple Ten Hospitality Ownership, Inc. | Hampton Inn & Suites | N/A | N/A | N/A | N/A | ||||||
| Nashville, TN | Sunbelt-TNT, LLC | TownePlace Suites | N/A | N/A | N/A | N/A | ||||||
| Nassau Bay, TX | Apple Ten Hospitality Ownership, Inc. | Courtyard | N/A | N/A | N/A | N/A | ||||||
| Oceanside, CA | Apple Ten Calibraska, Inc. | Courtyard | Key Bank | $13,850,000 | �� | $13,810,000 | 10/1/2025 | |||||
| Omaha, NE | Apple Ten Calibraska, Inc. | Hilton Garden Inn | Key Bank | $23,000,000 | $22,939,000 | 10/1/2025 | ||||||
| Pensacola, FL | Apple Ten Hospitality Ownership, Inc. | TownePlace Suites | N/A | N/A | N/A | N/A | ||||||
| Richmond, VA | Apple Ten Hospitality Ownership, Inc. | SpringHill Suites | N/A | N/A | N/A | N/A | ||||||
| Round Rock, TX | Apple Ten Hospitality Ownership, Inc. | Homewood Suites | N/A | N/A | N/A | N/A | ||||||
| Scottsdale, AZ | Apple Ten SPE Scottsdale, Inc. | Hilton Garden Inn | Wells Fargo | $11,250,000.00 | $9,811,000 | 2/1/2017 | ||||||
| Skokie, IL | Apple Ten Skokie, LLC | Hampton Inn & Suites | Wells Fargo | $20,500,000.00 | $17,700,000 | 7/1/2016 | ||||||
| South Bend, IN | Apple Ten Hospitality Ownership, Inc. | Fairfield Inn & Suites | N/A | N/A | N/A | N/A | ||||||
| Tallahassee, FL | Sunbelt-FTH, LLC | Fairfield Inn & Suites | N/A | N/A | N/A | N/A | ||||||
| Winston-Salem, NC | Apple Ten North Carolina, L.P. | Hampton Inn & Suites | N/A | N/A | N/A | N/A | ||||||
| Oklahoma City, OK | Apple Ten Oklahoma, LLC | Homewood Suites | N/A | N/A | N/A | N/A | ||||||
| Denton, TX | Apple Ten Hospitality Ownership, Inc. | Homewood Suites | N/A | N/A | N/A | N/A |
| Happy Valley (Phoenix), AZ | Apple Ten Hospitality Ownership, Inc. | Hampton Inn & Suites | N/A | N/A | N/A | N/A | ||||||
| Happy Valley (Phoenix), AZ | Apple Ten Hospitality Ownership, Inc. | Homewood Suites | N/A | N/A | N/A | N/A | ||||||
| Phoenix, AZ | Apple Ten Hospitality Ownership, Inc. | Courtyard | N/A | N/A | N/A | N/A | ||||||
| Maple Grove, MN | Apple Ten Hospitality Ownership, Inc. | Hilton Garden Inn | N/A | N/A | N/A | N/A | ||||||
| Omaha, NE | Apple Ten Nebraska, LLC | Hampton Inn & Suites | N/A | N/A | N/A | N/A | ||||||
| Omaha, NE | Apple Ten Nebraska, LLC | Homewood Suites | N/A | N/A | N/A | N/A | ||||||
| Colorado Springs | Apple Ten SPE Colorado Springs, Inc. | Hampton Inn & Suites | Wells Fargo | $8,450,000 | $8,002,000 | 7/6/2021 | ||||||
| Dallas, TX | Apple Ten Hospitality Ownership, Inc. | Homewood Suites | N/A | N/A | N/A | N/A | ||||||
| Fort Lauderdale/ Dania Beach, FL | Apple Ten Hospitality Ownership, Inc. | Residence Inn | N/A | N/A | N/A | N/A | ||||||
| Franklin, TN(1) | Apple Ten SPE Franklin I, Inc. | Courtyard | Wells Fargo | $15,246,000 | $14,824,000 | 8/6/2021 | ||||||
| Franklin, TN(1) | Apple Ten SPE Franklin II, Inc. | Residence Inn | Wells Fargo | $15,246,000 | $14,824,000 | 8/6/2021 | ||||||
| Houston/Shenandoah, TX | Apple Ten Hospitality Ownership, Inc. | Courtyard | N/A | N/A | N/A | N/A | ||||||
| Oklahoma City, OK | Apple Ten Oklahoma, LLC | Hilton Garden Inn | N/A | N/A | N/A | N/A | ||||||
| Oklahoma City/West, OK | Apple Ten Oklahoma, LLC | Homewood Suites | N/A | N/A | N/A | N/A | ||||||
| San Juan Capistrano, CA | Apple Ten SPE Capistrano, Inc. | Residence Inn | Wells Fargo | $17,150,000 | $16,417,000 | 6/1/2020 | ||||||
| Tustin, CA | Apple Ten Hospitality Ownership, Inc. | Fairfield Inn & Suites | N/A | N/A | N/A | N/A | ||||||
| Tustin, CA | Apple Ten Hospitality Ownership, Inc. | Residence Inn | N/A | N/A | N/A | N/A | ||||||
| Rosemont, IL | Apple Ten Illinois, LLC | Hampton Inn & Suites | N/A | N/A | N/A | N/A |
| (1) | One loan secured by both hotels. For purposes of presentation have shown half of loan on each property. |
SCHEDULE 6.1 (j)
Ownership Structure
| Subsidiary | Equity Interest Holder | Type of Equity Interests Held | Percentage of Outstanding Equity Interests Held | |||||
Apple Ten Alabama Services, LLC | Apple Ten Hospitality Management, Inc. | Membership interest | 100 | % | ||||
Apple Ten Business Trust | Apple Ten Hospitality Ownership, Inc. | Trust interest | 100 | % | ||||
Apple Ten Hospitality, Inc. | Apple REIT Ten Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten Hospitality Management, Inc. | Apple Ten Hospitality, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten Hospitality Ownership, Inc. | Apple Ten Hospitality, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten Hospitality Texas Services, Inc. | Apple Ten Hospitality Management, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten Hospitality Texas Services II, Inc. | Apple Ten Hospitality Management, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten Hospitality Texas Services III, Inc. | Apple Ten Hospitality Management, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten Hospitality Texas Services IV, Inc. | Apple Ten Hospitality Management, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten Illinois, LLC | Apple Ten Hospitality Ownership, Inc. | Membership interest | 100 | % | ||||
Apple Ten NC GP, Inc. | Apple Ten Hospitality Ownership, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten NC LP, Inc. | Apple Ten Hospitality Ownership, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten North Carolina, L.P. | Apple Ten NC GP, Inc. | Partnership interest | 1 | % | ||||
Apple Ten North Carolina, L.P. | Apple Ten NC LP, Inc. | Partnership interest | 99 | % | ||||
Apple Ten Nebraska, LLC | Apple Ten Hospitality Ownership, Inc. | Membership interest | 100 | % | ||||
Apple Ten OHare, LLC | Apple Ten SPE O’Hare, Inc. | Membership interest | 1 | % | ||||
Apple Ten OHare, LLC | Apple Ten Hospitality Ownership, Inc. | Membership interest | 99 | % | ||||
Apple Ten Oklahoma, LLC | Apple REIT Ten Inc. | Membership interest | 100 | % | ||||
Apple Ten Residential, Inc. | Apple REIT Ten Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten Skokie, LLC | Apple Ten SPE Skokie, Inc. | Membership interest | 1 | % | ||||
Apple Ten Skokie, LLC | Apple Ten Hospitality Ownership, Inc. | Membership interest | 99 | % | ||||
Apple Ten SPE Capistrano, Inc. | Apple Ten Hospitality Ownership, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten SPE Colorado Springs, Inc. | Apple Ten Hospitality Ownership, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten SPE Denver, Inc. | Apple Ten Hospitality Ownership, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten SPE Franklin I, Inc. | Apple Ten Hospitality Ownership, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten SPE Franklin II, Inc. | Apple Ten Hospitality Ownership, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten SPE Gainesville, Inc. | Apple Ten Hospitality Ownership, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten SPE Knoxville I, Inc. | Apple Ten Hospitality Ownership, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten SPE Knoxville II, Inc. | Apple Ten Hospitality Ownership, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten SPE OHare, Inc. | Apple Ten Hospitality Ownership, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten SPE Scottsdale, Inc. | Apple Ten Hospitality Ownership, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten SPE Skokie, Inc. | Apple Ten Hospitality Ownership, Inc. | 100 shares common stock | 100 | % | ||||
| Subsidiary | Equity Interest Holder | Type of Equity Interests Held | Percentage of Outstanding Equity Interests Held | |||||
Apple Ten Florida Services, Inc. | Apple Ten Hospitality Management, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten Oklahoma Services, Inc. | Apple Ten Hospitality Management, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten Services Colorado Springs, Inc. | Apple Ten Hospitality Management, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten Services Capistrano, Inc. | Apple Ten Hospitality Management, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten Services Denver, Inc. | Apple Ten Hospitality Management, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten Services Franklin I, Inc. | Apple Ten Hospitality Management, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten Services Franklin II, Inc. | Apple Ten Hospitality Management, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten Services Gainesville, Inc. | Apple Ten Hospitality Management, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten Services Knoxville I, Inc. | Apple Ten Hospitality Management, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten Services Knoxville II, Inc. | Apple Ten Hospitality Management, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten Services OHare, Inc. | Apple Ten Hospitality Management, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten Services Scottsdale, Inc. | Apple Ten Hospitality Management, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten Services Skokie, Inc. | Apple Ten Hospitality Management, Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten Ventures, Inc. | Apple REIT Ten Inc. | 100 shares common stock | 100 | % | ||||
Apple Ten Ventures Services, Inc. | Apple Ten Hospitality Management, Inc. | 100 shares common stock | 100 | % | ||||
Sunbe1t-FTH, LLC | Apple Ten Hospitality Ownership, Inc. | Membership interest | 100 | % | ||||
Sunbelt-I2HA, LLC | Apple Ten Hospitality Ownership, Inc. | Membership interest | 100 | % | ||||
Sunbelt-TNT, LLC | Apple Ten Hospitality Ownership, Inc. | Membership interest | 100 | % | ||||
Apple Ten SPE Calibraska, Inc. | Apple Ten Hospitality Ownership, Inc. | 100 shares common stock | 100 | % | ||||
SCHEDULE 6.1(k)
Indebtedness and Guaranties
Property | Lender | Maturity Date | Borrowing Entity | Original Principal | Balance 12/31/2015 | |||||||||
Omaha, NE Hilton Garden Inn | KeyBank | 10/1/2025 | Apple Ten Calibraska, Inc. | 23,000,000 | 22,939,000 | |||||||||
Oceanside, CA Courtyard | KeyBank | 10/1/2025 | Apple Ten Calibraska, Inc. | 13,850,000 | 13,810,000 | |||||||||
Knoxville, TN Homewood Suites | Wells Fargo | 10/8/16 | Apple Ten SPE Knoxville II, Inc. | 12,200,000 | 10,630,000 | |||||||||
Gainesville, FL Homewood Suites | Wells Fargo | 5/8/17 | Apple Ten SPE Gainesville, Inc. | 13,700,000 | 12,216,000 | |||||||||
Skokie, IL Hampton Inn | Wells Fargo | 7/1/16 | Apple Ten Skokie, LLC | 20,500,000 | 17,700,000 | |||||||||
Chicago O'Hare/ Des Plaines, IL Hilton Garden Inn | Wells Fargo | 8/1/16 | Apple Ten O'Hare, LLC | 22,500,000 | 19,142,000 | |||||||||
Scottsdale, AZ Hilton Garden Inn | Wells Fargo | 2/1/17 | Apple Ten SPE Scottsdale, Inc. | 11,250,000 | 9,811,000 | |||||||||
Colorado Springs, CO Hampton Inn | Wells Fargo | 7/6/21 | Apple Ten SPE Colorado Springs, Inc. | 8,450,000 | 8,002,000 | |||||||||
Franklin, TN Courtyard * | Wells Fargo | 8/6/21 | Apple Ten SPE Franklin I, Inc. | 15,637,500 | 14,824,000 | |||||||||
Franklin, TN Residence Inn * | Wells Fargo | 8/6/21 | Apple Ten SPE Franklin II, Inc. | 15,637,500 | 14,824,000 | |||||||||
San Juan Capistrano, CA Residence Inn | Wells Fargo | 6/1/20 | Apple Ten SPE Capistrano, Inc. | 17,150,000 | 16,417,000 | |||||||||
Denver, CO Hilton Garden Inn | Wells Fargo | 6/11/25 | Apple Ten SPE Denver, Inc. | 35,000,000 | 34,627,000 | |||||||||
* One loan secured by both hotels. For purposes of presentation 50% of loan has been allocated to each property
EXHIBIT A
FORM OF GUARANTOR ACKNOWLEDGEMENT
THIS GUARANTOR ACKNOWLEDGEMENT dated as of April 8, 2016 (this “Acknowledgement”) executed by each of the undersigned (the “Guarantors”) in favor of Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”) and the Lenders under the Credit Agreement referred to below.
WHEREAS, Apple Ten Hospitality, Inc. (the “Borrower”), the Administrative Agent and the Lenders have entered into that certain Credit Agreement dated as of July 26, 2013, as modified by that certain First Amendment to Credit Agreement dated as of October 3, 2013 and that certain Second Amendment to Credit Agreement dated as of July 2, 2015 (as so amended, and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, each of the Guarantors is a party to that certain Guaranty dated as of July 26, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) pursuant to which they guarantied, among other things, the Borrower’s obligations under the Credit Agreement on the terms and conditions contained in the Guaranty;
WHEREAS, the Borrower, the Administrative Agent and the Lenders are to enter into a Third Amendment to Credit Agreement dated as of the date hereof (the “Amendment”), to amend the terms of the Credit Agreement on the terms and conditions contained therein; and
WHEREAS, it is a condition precedent to the effectiveness of the Amendment that the Guarantors execute and deliver this Acknowledgement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:
Section 1. Reaffirmation. Each Guarantor hereby reaffirms its continuing obligations to the Administrative Agent and the Lenders under the Guaranty and agrees that the transactions contemplated by the Amendment, including without limitation, the increase in the Commitments effected by the Amendment, shall not in any way affect the validity and enforceability of the Guaranty, or reduce, impair or discharge the obligations of such Guarantor thereunder.
Section 2. Governing Law. THIS ACKNOWLEDGEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NORTH CAROLINA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.
Section 3. Counterparts. This Acknowledgement may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.
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IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guarantor Acknowledgement as of the date and year first written above.
THE GUARANTORS:
APPLE REIT TEN, INC., a Virginia corporation
By:
Name:
Title:
APPLE TEN BUSINESS TRUST, a Virginia trust
By: Apple Ten Hospitality Ownership, Inc., as Trustee
By:
Name:
Title:
APPLE TEN HOSPITALITY OWNERSHIP, INC., a Virginia corporation
By:
Name:
Title:
APPLE TEN ILLINOIS, LLC, a Virginia limited liability company
By: Apple Ten Hospitality Ownership, Inc., as Managing Member
By:
Name:
Title:
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APPLE TEN NORTH CAROLINA, L.P., a Virginia limited partnership
By: Apple Ten NC GP, Inc., its General Partner
By:
Name:
Title:
APPLE TEN NEBRASKA, LLC, a Virginia limited liability company
By: Apple Ten Hospitality Ownership, Inc., as Managing Member
By:
Name:
Title:
SUNBELT – FTH, LLC, a Florida limited liability company
By: Apple Ten Hospitality Ownership, Inc., as Managing Member
By:
Name:
Title:
SUNBELT – I2HA, LLC, an Alabama limited liability company
By: Apple Ten Hospitality Ownership, Inc., as Managing Member
By:
Name:
Title:
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SUNBELT – TNT, LLC, an Alabama limited liability company
By: Apple Ten Hospitality Ownership, Inc., as Managing Member
By:
Name:
Title:
APPLE TEN OKLAHOMA, LLC, a Virginia limited liability company
By: Apple REIT Ten, Inc., as Managing Member
By:
Name:
Title:
APPLE TEN NC GP, INC., a Virginia corporation
By:
Name:
Title:
APPLE TEN NC LP, INC., a Virginia corporation
By:
Name:
Title:
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