THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is made as
of June 30, 2000, by and among MEDITRUST CORPORATION (the "BORROWER"), MORGAN
GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent (the "ADMINISTRATIVE
AGENT"), BANKERS TRUST COMPANY, as Syndication Agent, BANKBOSTON, N.A., as
Co-Documentation Agent, FLEET NATIONAL BANK, as Co-Documentation Agent, and the
BANKS listed on signature pages hereof.
W I T N E S S E T H:
WHEREAS, the Borrower and the Banks have entered into the Credit
Agreement, dated as of July 17, 1998, as amended by an Amendment to Credit
Agreement dated as of November 23, 1998 and the Second Amendment to Credit
Agreement dated as of March 10, 1999 (as so amended, the "CREDIT AGREEMENT");
and
WHEREAS, the parties desire to modify the Credit Agreement upon the
terms and conditions set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties do hereby agree as
follows:
1. DEFINITIONS. All capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Credit Agreement.
2. CONSOLIDATED TANGIBLE NET WORTH. The definition of "Consolidated
Tangible Net Worth" is hereby amended by adding the following phrase immediately
at the end of the first sentence thereof (and before the period at the end
thereof):
", plus, without duplication (a) impairments related to healthcare real
estate assets, (b) reserves against healthcare real estate related
assets and receivables and (c) losses on the sale of healthcare real
estate and healthcare real estate related assets all to the extent
occurring after March 31, 2000 and on or prior to the date of
determination and not to exceed $100 million in the aggregate"
3. USE OF PROCEEDS. Each of Sections 4.11 and 5.16 of the Credit
Agreement are hereby amended by adding the following new sentence immediately
after the end of the existing text thereof:
"Notwithstanding anything to the contrary contained elsewhere in this
Agreement, to the extent any Tranche A Loans are repaid (whether
pursuant to Section 2.10 or 2.11 hereof) with Net Cash Proceeds at any
time after June 30, 2000, the principal amount of Tranche A Loans so
repaid shall not be reborrowed except after all other amounts available
to be borrowed as Tranche A Loans have been incurred and so long as the
proceeds of such re-borrowings are promptly used for the working
capital needs of the Borrower and its Subsidiaries and in the ordinary
course of their businesses."
4. DIVIDENDS. Section 5.8(i) of the Credit Agreement is hereby deleted
in its entirety and replaced by the following new clause (i):
"(i) DIVIDENDS. The Borrower will not, and will not permit MOC or
any Consolidated Subsidiary to, pay any dividends with respect to capital
stock or other equity interests in the Borrower or MOC; provided, however,
that (a) regularly scheduled preferred dividends may be paid quarterly on the
existing preferred stock of the Borrower outstanding on June 30, 2000 and,
(b) after giving effect to any dividends paid or to be paid pursuant to
preceding clause (a), common stock dividends shall be permitted at a rate of
120% of the amount required by the Borrower to maintain REIT status
(calculated and paid quarterly on an estimated basis).
5. DEBT PREPAYMENTS. The following Section 5.25 is hereby added to the
Credit Agreement immediately after Section 5.24 thereof:
"Section 5.25. DEBT PREPAYMENTS. The Borrower shall not, and shall
not permit MOC or any of their Consolidated Subsidiaries to, prepay
(including without limitation by way of repurchasing any outstanding Debt)
any Debt (other than Debt pursuant to this Agreement) at any time outstanding.
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6. EFFECTIVE DATE. This Amendment shall become effective when each of
the following conditions is satisfied (or waived by the Required Banks) (the
date such conditions are satisfied or waived being deemed the "EFFECTIVE DATE"):
(a) the Borrower, MOC and each Guarantor shall have executed and
delivered to the Administrative Agent a duly executed original of this
Amendment; and
(b) the Required Banks shall have executed and delivered to the
Administrative Agent a duly executed original of this Amendment.
7. REPRESENTATIONS AND WARRANTIES. To induce the Banks to enter into
this Amendment, the Borrower represents and warrants to the Banks that on the
Effective Date (x) all the representations and warranties of the Borrower, MOC
and each of their Subsidiaries contained in the Credit Agreement or any other
Loan Document are true and correct in all material respects and (y) no Default
or Event of Default is in existence.
8. ENTIRE AGREEMENT. This Amendment constitutes the entire and final
agreement among the parties hereto with respect to the subject matter hereof and
there are no other agreements, understandings, undertakings, representations or
warranties among the parties hereto with respect to the subject matter hereof
except as set forth herein.
9. GOVERNING LAW. This Amendment shall be governed by, and construed in
accordance with, the law of the State of New York.
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10. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
agreement, and any of the parties hereto may execute this Amendment by signing
any such counterpart.
11. HEADINGS, ETC. Section or other headings contained in this
Amendment are for reference purposes only and shall not in any way affect the
meaning or interpretation of this Amendment.
12. NO FURTHER MODIFICATIONS. Except as modified herein, all of the
terms and conditions of the Credit Agreement, as modified hereby shall remain in
full force and effect and, as modified hereby, the Borrower confirms and
ratifies all of the terms, covenants and conditions of the Credit Agreement in
all respects.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
BORROWER: MEDITRUST CORPORATION
By:
----------------------------
Name:
Title:
Each of the undersigned Guarantors acknowledges and agrees to the
foregoing provisions of the Second Amendment to Credit Agreement, and
further acknowledge and agrees that all Loan Documents executed and
delivered by them shall remain in full force and effect after giving
effect to said Second Amendment to Credit Agreement.
GUARANTORS:
LA QUINTA INVESTMENTS, INC.
By:
--------------------------------
Name:
Title:
LA QUINTA PLAZA, INC.
By:
--------------------------------
Name:
Title:
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LA QUINTA REALTY CORP.
By:
--------------------------------
Name:
Title:
LQI ACQUISITION CORPORATION
By:
--------------------------------
Name:
Title:
LA QUINTA MOTOR INNS LIMITED PARTNERSHIP
By: La Quinta Realty Advisors
Corp., its general partner
By:
--------------------------------
Name:
Title:
MT GENERAL LLC
By:
--------------------------------
Name:
Title:
MT LIMITED I LLC
By:
--------------------------------
Name:
Title:
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MEDITRUST OF CALIFORNIA, INC.
By:
--------------------------------
Name:
Title:
LA QUINTA INNS OF LUBBOCK, INC.
By:
--------------------------------
Name:
Title:
LA QUINTA INNS OF PUERTO RICO, INC.
By:
--------------------------------
Name:
Title:
LA QUINTA INNS de MEXICO S.A. de C.V.
By:
--------------------------------
Name:
Title:
LA QUINTA FINANCIAL CORPORATION
By:
--------------------------------
Name:
Title:
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MEDITRUST OF KANSAS, INC.
By:
--------------------------------
Name:
Title:
LQ-LNL LIMITED PARTNERSHIP
By: Meditrust corporation, its general
partner
By:
--------------------------------
Name:
Title:
LA QUINTA WICHITA KANSAS NO. 532, LTD.
By: Meditrust corporation, its general
partner
By:
--------------------------------
Name:
Title:
LA QUINTA DENVER PEORIA STREET, LTD.
By: Meditrust corporation, its general
partner
By:
--------------------------------
Name:
Title:
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LA QUINTA DEVELOPMENT PARTNERS, L.P.
By: Meditrust corporation, its general
partner
By:
--------------------------------
Name:
Title:
MEDITRUST MORTGAGE INVESTMENTS, INC.
By:
--------------------------------
Name:
Title:
MEDITRUST OF BEDFORD, INC.
By:
--------------------------------
Name:
Title:
MEDITRUST FINANCIAL SERVICES CORPORATION
By:
--------------------------------
Name:
Title:
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MEDITRUST FINANCE CORPORATION
By:
--------------------------------
Name:
Title:
MEDITRUST OF THE UK, INC.
By:
--------------------------------
Name:
Title:
MEDITRUST HOTEL GROUP, INC.
By:
--------------------------------
Name:
Title:
T AND F PROPERTIES, LP
By: MT General LLC, its general
partner
By:
--------------------------------
Name:
Title:
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SAN JOAQUIN HEALTH CARE ASSOCIATES, L.P.
By: Meditrust of California, Inc,. its
general partner
By:
--------------------------------
Name:
Title:
LQM OPERATING PARTNERS, L.P.
By: La Quinta Realty Advisors Corp.,
its general partner
By:
--------------------------------
Name:
Title:
THE LA QUINTA COMPANY
By:
--------------------------------
Name:
Title:
LA QUINTA INNS, INC.
By:
--------------------------------
Name:
Title:
MOC HOLDING COMPANY
By:
--------------------------------
Name:
Title:
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BANKS:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
as Administrative Agent
By:
--------------------------------
Name:
Title:
BANKERS TRUST COMPANY, as a
Bank and as Syndication Agent
By:
--------------------------------
Name:
Title:
FLEET NATIONAL BANK, as a Bank and as Co-
Documentation Agent
By:
--------------------------------
Name:
Title:
TORONTO DOMINION (TEXAS), INC.,
as a Bank
By:
--------------------------------
Name:
Title:
CANADIAN IMPERIAL BANK OF COMMERCE,
as a Bank
By:
--------------------------------
Name:
Title:
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ML CLO XIX STERLING (CAYMAN) LTD.
By: Sterling Asset Manager, LLC, as its
Investment Advisor
By:
--------------------------------
Name:
Title:
MERRILL LYNCH GLOBAL INVESTMENT
SERIES: INCOME STRATEGIES PORTFOLIO
By: Merrill Lynch Asset Management LP,
as Investment Advisor
By:
--------------------------------
Name:
Title:
MERRILL LYNCH PRIME RATE PORTFOLIO
By: Merrill Lynch Asset Management LP,
as Investment Advisor
By:
--------------------------------
Name:
Title:
MERRILL LYNCH DEBT STRATEGIES PORTFOLIO
By: Merrill Lynch Asset management LP,
as Investment Advisor
By:
--------------------------------
Name:
Title:
MERRILL, LYNCH, PIERCE, FENNER & SMITH INC.
By:
--------------------------------
Name:
Title:
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VAN KAMPEN SENIOR
FLOATING RATE FUND
By:
--------------------------------
Name:
Title:
VAN KAMPEN SENIOR INCOME
TRUST
By:
--------------------------------
Name:
Title:
VAN KAMPEN PRIME RATE INCOME TRUST
By:
--------------------------------
Name:
Title:
AERIES FINANCE LTD.
By:
--------------------------------
Name:
Title:
CERES FINANCE LTD.
By:
--------------------------------
Name:
Title:
MORGAN STANLEY SENIOR FUNDING, INC.
By:
--------------------------------
Name:
Title:
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CARAVELLE INVESTMENT FUND, L.L.C.
By:
--------------------------------
Name:
Title:
CAPTIVA FINANCE LTD.
By:
--------------------------------
Name:
Title:
CAPTIVA II FINANCE LTD.
By:
--------------------------------
Name:
Title:
DRESDNER BANK, AG
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
FIRST DOMINION FUNDING I
By:
--------------------------------
Name:
Title:
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FRANKLIN FLOATING RATE TRUST
By:
--------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK
By:
--------------------------------
Name:
Title:
KZH III LLC
By:
--------------------------------
Name:
Title:
KZH SHOSHONE LLC
By:
--------------------------------
Name:
Title:
KZH STERLING LLC
By:
--------------------------------
Name:
Title:
KZH HIGHLAND-2 LLC
By:
--------------------------------
Name:
Title:
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KZH PAMCO LLC
By:
--------------------------------
Name:
Title:
ML CLO XX PILGRIM AMERICA
By: Pilgrim Investments Inc., as
its Investment Manager
By:
--------------------------------
Name:
Title:
PILGRIM PRIME RATE TRUST
By: Pilgrim Investments Inc., as
its Investment Manager
By:
--------------------------------
Name:
Title:
PAM CAPITAL FUNDING L.P.
By: Highland Capital Management, as
Collateral Agent
By:
--------------------------------
Name:
Title:
PAMCO CAYMAN LTD.
By: Highland Capital Management,
as Collateral Manager
By:
--------------------------------
Name:
Title:
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SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By:
--------------------------------
Name:
Title:
WAINWRIGHT BANK & TRUST COMPANY
By:
--------------------------------
Name:
Title:
ELC CAYMAN LTD.
By:
--------------------------------
Name:
Title:
OASIS COLLATERALIZED HIGH
INCOME PORTFOLIOS-I, LTD.
By:
--------------------------------
Name:
Title:
PACIFICA PARTNERS I, L.P.
By:
--------------------------------
Name:
Title:
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ELC (CAYMAN) LTD. CDO SERIES 1999-I
By:
--------------------------------
Name:
Title:
ELC (CAYMAN) LTD. 1999-II
By:
--------------------------------
Name:
Title:
CARLYLE HIGH YIELD PARTNERS, L.P.
By:
--------------------------------
Name:
Title:
CARLYLE HIGH YIELD PARTNERS II, L.P.
By:
--------------------------------
Name:
Title:
HARCH CLO I LIMITED
By:
--------------------------------
Name:
Title:
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SEQUILS - PILGRIM I, LTD. (Assignee)
By: Pilgrim Investments, Inc.
as its investment manager
By:
--------------------------------
Name:
Title:
ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.
By: Pilgrim Investments, Inc.
as its investment manager
By:
--------------------------------
Name:
Title:
HIGHLAND LEGACY LTD.,
By: Highland Capital Management L.P.
as Collateral Manager
By:
--------------------------------
Name:
Title:
SENIOR FLOATING RATE FUND, INC.
By:
--------------------------------
Name:
Title:
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STANFIELD CLO, LTD.
By:
--------------------------------
Name:
Title:
AMARA-I FINANCE, LTD.
By: INVESCO Senior Secured
Management, Inc. as Subadvisor
By:
--------------------------------
Name:
Title:
AMARA-2 FINANCE, LTD.
By: INVESCO Senior Secured
Management, Inc. as Subadvisor
By:
--------------------------------
Name:
Title:
STEIN ROE & FARNHAM INCORPORATED
as Agent for Keyport Life Insurance Company
By:
--------------------------------
Name:
Title:
OAKBROOK BANK
By:
--------------------------------
Name:
Title:
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FLEET NATIONAL BANK
As Trust Administrator For Long
Lane Master Trust IV
By:
--------------------------------
Name:
Title:
ARAB AMERICAN BANK
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
BANK ONE, N.A.
By:
--------------------------------
Name:
Title:
ERSTE BANK, NEW YORK BRANCH
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
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BANK OF AMERICA
By:
--------------------------------
Name:
Title:
KEY CORPORATE CAPITAL INC.
By:
--------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK
By:
--------------------------------
Name:
Title:
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