AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
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This Amendment No. 1 to Amended and Restated Credit Agreement
("Amendment No. 1") is dated as of July 2, 1998, and is by and among
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SUBURBAN LODGES OF AMERICA, INC., a Georgia corporation (the "Borrower"),
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the Guarantors set forth herein (together with the Borrower, collectively
the "Loan Parties"), the Banks set forth herein, the Co-Agents set forth
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therein and PNC BANK, NATIONAL ASSOCIATION (formerly PNC Bank, Kentucky,
Inc.), as agent for the Banks (the "Agent").
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WHEREAS, the Borrower, the Guarantors, the Banks, the Co-Agents and the
Agent are parties to that certain Amended and Restated Credit Agreement
dated as of December 15, 1997 (the "Credit Agreement");
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WHEREAS, capitalized terms used herein and not otherwise defined herein
shall have the same meanings given to them in the Credit Agreement; and
WHEREAS, the parties hereto wish to amend the Credit Agreement as set
forth herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the parties hereto, intending to be legally bound, agree
as follows:
1. Section 1.1 of the Credit Agreement is hereby amended by deleting
the definition of "Base Net Worth" in its entirety and inserting in lieu
thereof the following:
BASE NET WORTH shall mean the sum of $140,000,000 plus 80% of
the proceeds received by any Loan Party from any offering or
placement of any equity securities of the Borrower after the
Closing Date, net of reasonable and customary expenses in
connection with such offering or placement.
2. The third sentence of Section 10.16 (Availability of Funds) of the
Credit Agreement is hereby deleted in its entirety and the following is
inserted in lieu thereof.
If such corresponding amount is not in fact made available to
the Agent by such Bank, the Agent shall be entitled to recover
such amount on demand from such Bank (or, if such Bank fails to
pay such amount forthwith upon such demand from the Borrower)
together with interest thereon, in respect of each day during the
period commencing on the date such amount was made available to
the Borrower and ending on the date the Agent recovers such
amount, at a rate per annum equal to the Federal Funds Effective
Rate.
The second sentence of Section 11.11 (Successors and Assigns) of the
Credit Agreement is hereby amended by inserting the following immediately
before the end of such sentence:
provided, further, that PNC shall not reduce its Revolving
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Credit Commitment so that its Revolving Credit Commitment is less
than any other Bank unless PNC has first offered to assign to each
other Bank the aggregate amount of the Revolving Credit Commitment
that PNC intends to assign multiplied by such Bank's Ratable
Share.
4. Schedule 1.1(B) to the Credit Agreement (Commitment of Banks) is
hereby deleted in its entirety and Schedule 1.1(B) attached hereto is
inserted in lieu thereof.
5. The Loan Parties hereby represent to the Agent and the Banks that:
the representations and warranties of the Loan Parties contained in
Article 6 of the Credit Agreement remain true and accurate on and as of the
date hereof (except for representations and warranties which relate solely
to an earlier date or time, which representations and warranties were true
and correct on and as of the specific dates or times referred to therein);
the Loan Parties have performed and are in compliance with all covenants
contained in Article 8 or elsewhere in the Credit Agreement; and no Event of
Default or Potential Default has occurred and is continuing.
6. The Loan Parties hereby agree to reimburse the Agent and the Banks
on demand for all costs, expenses and disbursements relating to this
Amendment No. 1 which are payable by the Loan Parties as provided in
Sections 10.5 and 11.3 of the Credit Agreement.
7. The Loan Parties and the Banks intend and agree that, except as
provided herein, the Credit Agreement shall remain in full force and effect
without modification.
8. This Amendment No. 1 shall be governed by and construed and
enforced in accordance with the internal laws of the Commonwealth of
Kentucky without reference to its principles of conflicts of law.
[SIGNATURE PAGES FOLLOW]
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[SIGNATURE PAGE 1 OF 3 OF AMENDMENT NO. 1 TO AMENDED AND
RESTATED CREDIT AGREEMENT]
IN WITNESS WHEREOF, the parties hereto by their officers thereunto duly
authorized, have executed this Amendment No. 1 as of the date first above
written.
SUBURBAN LODGES OF AMERICA, INC.
By: /s/ David Krischer
Title: President
SUBURBAN HOLDINGS, L.P.
By: Suburban Management, Inc., its sole
general partner
By: /s/ David Krischer
Title: CEO
SLA DEVELOPMENT, INC.
By: /s/ David Krischer
Title: President
SUBURBAN MANAGEMENT, INC.
By: /s/ David Krischer
Title: CEO
SUBURBAN FRANCHISE SYSTEMS, INC.
By: /s/ David Krischer
Title: CEO
SUBURBAN CONSTRUCTION, INC.
By: /s/ David Krischer
Title: President
[SIGNATURE PAGE 2 OF 3 OF AMENDMENT NO. 1 TO AMENDED AND
RESTATED CREDIT AGREEMENT]
SLA PROPERTIES, INC.
By: /s/ Dan J. Berman
Title: President
LODGING ACQUISITION AND SUPPLY, INC.
By: /s/ David Krischer
Title: CEO
SUBURBAN REALTY CORP.
By: /s/ David Krischer
Title: President
SUBURBAN OF SHARONVILLE, INC.
By: /s/ David Krischer
Title: President
[SIGNATURE PAGE 3 OF 3 OF AMENDMENT NO. 1 TO AMENDED AND
RESTATED CREDIT AGREEMENT]
PNC BANK, NATIONAL ASSOCIATION, as successor
by merger to PNC Bank, Kentucky, Inc.,
individually and as Agent
By: /s/ Don R. H [unreadable]
Title: Assistant Vice President
NATIONSBANK, N.A., individually and as Co-
Agent
By: /s/ [unreadable]
Title: Senior Vice President
AMSOUTH BANK OF ALABAMA, individually and as
Co-Agent
By: /s/ [unreadable]
Title: AVP
SUNTRUST BANK, ATLANTA, individually and as
Co-Agent
By: /s/ Randall W. Havens
Title: First Vice President
SCHEDULE 1.1(B)
COMMITMENT OF BANKS
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BANK REVOLVING CREDIT COMMITMENT AMOUNT
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PNC Bank, National Association 25,000,000
NationsBank, N.A. 20,000,000
AmSouth Bank of Alabama 15,000,000
Suntrust Bank, Atlanta 15,000,000
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75,000,000
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