FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
This First Amendment to Amended and Restated Credit Agreement (this "FIRST
AMENDMENT"), dated as of June 30, 1994 (but effective as provided in SECTION 3
hereof), is made by and among La Quinta Inns, Inc., a Texas corporation ("LA
QUINTA"), NationsBank of Texas, N.A., as Administrative Lender ("ADMINISTRATIVE
LENDER"), Citicorp USA, Inc., The Frost National Bank, Texas Commerce Bank
National Association (successor to Texas Commerce Bank-San Antonio, N.A.
through merger with and into Texas Commerce Bank National Association), Bank of
Scotland, Continental Bank, Bank One, Texas, N.A., First Interstate Bank of
Texas, N.A. and U.S. Bank of Washington, National Association (singly, a
"LENDER", and collectively, the "LENDERS").
BACKGROUND.
A. La Quinta, Administrative Lender and Lenders entered into the Amended
and Restated Credit Agreement, dated as of January 25, 1994 (the "AGREEMENT";
capitalized terms used herein and not otherwise defined herein shall have the
same meaning given to them in the Agreement).
B. La Quinta has requested that Lenders (i) increase the Revolving
Credit Commitment and Term Loan Commitment to provide funds to La Quinta
Investments, Inc., a Delaware corporation ("INVESTMENTS"), for the acquisition
by Investments of all of the general partnership interests of each of LQ
CIGNA I and LQ CIGNA II, each a Texas general partnership (each, a
"PARTNERSHIP"), not owned by La Quinta, and (ii) waive an Event of Default.
C. In contemplation of the purchase of such general partnership
interests, and subject to the terms of this First Amendment, Administrative
Lender, Lenders and La Quinta desire to amend the Agreement.
AGREEMENT.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, La Quinta,
Administrative Lender and Lenders agree as follows:
1. AMENDMENTS.
The Agreement is amended as follows:
1.1 The definition of "APPLICABLE REVOLVING MARGIN" is amended by
deleting the table and substituting, IN LIEU thereof, the following:
PRIME RATE LIBOR CD
APPLICABILITY BASIS BASIS BASIS
------------- ---------- ----- -----
(a) INITIAL PRICING PERIOD. 0.00 1.75 1.875
(b) SUBSEQUENT PRICING PERIOD.
(i) If the Leverage Ratio 0.00 1.50 1.625
is not less than 4.50 to 1
(ii) If the Leverage Ratio 0.00 1.25 1.375
is less than 4.50 to 1 but
not less than 3.50 to 1
(iii) If the Leverage Ratio 0.00 1.00 1.125
is less than 3.50 to 1
1.2 The definition of "APPLICABLE TERM MARGIN" is amended by deleting the
table and substituting, IN LIEU thereof, the following:
(a) INITIAL PRICING PERIOD. 0.25 2.00 2.125
(b) SUBSEQUENT PRICING PERIOD.
(i) If the Leverage Ratio 0.00 1.75 1.875
is not less than 4.50 to 1
(ii) If the Leverage Ratio 0.00 1.50 1.625
is less than 4.50 to 1 but
is not less than 3.50 to 1
(iii) If the Leverage Ratio 0.00 1.25 1.375
is less than 3.50 to 1
1.3 The definition of "REVOLVING CREDIT COMMITMENT" is amended by
deleting "$40,000,000" and substituting, IN LIEU thereof, "$45,000,000".
1.4 The definition of "TERM LOAN COMMITMENT" is amended by deleting
"$145,000,000" and substituting, IN LIEU thereof, "$184,000,000".
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1.5 The definition of "SUBSIDIARY" is deleted and the following
definition is inserted IN LIEU thereof:
"Subsidiary" with respect to any Persons, shall mean (a) a
corporation at least a majority of whose Capital Stock with voting power,
under ordinary circumstances, to elect directors is at the time, directly
or indirectly, owned by such Person, by such Person and one or more
Subsidiaries of such Person or by one or more Subsidiaries of such Person
or (b) a partnership, joint venture or similar entity in which 100% of the
ownership, capital or interest profits is at the time, directly or
indirectly, owned by such Person, by such Person and one or more
Subsidiaries of such Person or by one or more Subsidiaries of such Person.
1.6 The definition of "TOTAL LOAN COMMITMENT" is amended by deleting
"$241,844,955.21" and substituting, IN LIEU thereof, "$285,844,955.21".
1.7 SECTION 2.4(A) is amended by deleting the first sentence and
substituting, IN LIEU thereof, the following:
(a) Subject to Section 9.90 hereof, the Borrower agrees to pay to the
Administrative Lender, for the ratable account of the Lenders, a
commitment fee on the daily average unused portion (commencing on the
Effective Date) of the Revolving Credit Commitment and the Term Loan
Commitment at a per annum rate equal to (i) during the Initial Pricing
Period, 0.50%, and (ii) during the Subsequent Pricing Period, 0.375%.
1.8 SECTION 2.4(A) is amended by deleting the last three sentences.
1.9 SECTION 2.6(C) is amended by deleting the table and substituting, IN
LIEU thereof, the following:
DATE AMOUNT
---- ------
November, 1994 $12,500,000
May, 1995 $12,500,000
November, 1995 $12,500,000
May, 1996 $12,500,000
November, 1996 $12,500,000
May, 1997 $12,500,000
November, 1997 $12,500,000
May, 1998 $16,000,000
November, 1998 $16,000,000
May, 1999 $16,000,000
November, 1999 $16,000,000
May 31, 2000 $32,500,000
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1.10 SECTION 2.16(F)(I) is amended by deleting the table and substituting,
IN LIEU thereof, the following:
APPLICABILITY PERCENTAGE
------------- ----------
(A) INITIAL PRICING PERIOD. 2.00
(B) SUBSEQUENT PRICING PERIOD.
(1) If the Leverage Ratio is not less 1.75
than 4.50 to 1
(2) If the Leverage Ratio is less than 1.50
4.50 to 1 but is not less than 3.50 to 1
(3) If the Leverage Ratio is less than 1.25
3.50 to 1
1.11 SECTION 2.16(F)(II) is amended by deleting the table and
substituting, IN LIEU thereof, the following:
APPLICABILITY PERCENTAGE
------------- ----------
(A) INITIAL PRICING PERIOD. 1.00
(B) SUBSEQUENT PRICING PERIOD.
(1) If the Leverage Ratio is not less 0.875
than 4.50 to 1
(2) If the Leverage Ratio is less than 0.750
4.50 to 1 but is not less than 3.50 to 1
(3) If the Leverage Ratio is less than 0.625
3.50 to 1
1.12 SECTION 4.1(K) is amended by deleting "$4,000,000" and substituting,
IN LIEU thereof, "$7,600,000."
2. WAIVER. Lenders waive the Event of Default under SECTION 6.1(D) of the
Credit Agreement resulting from the representation and warranty of SECTION
4.1(K) being incorrect in that the present value of benefit liabilities exceeds
the present value of the described Plans by more than $4,000,000.
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3. REPRESENTATIONS AND WARRANTIES. La Quinta represents and warrants to
Lenders that, as of the date hereof and after giving effect to the amendments
provided in SECTION 1 and the waiver provided in SECTION 2:
a. La Quinta is in compliance with all of the terms, provisions and
covenants of the Agreement;
b. the representations and warranties contained in the Agreement
(after giving effect to this First Amendment) are true and correct on and
as of the date hereof and the Effective Date as though made on and as of
such dates;
c. no event has occurred and is continuing which constitutes a
Default or an Event of Default;
d. La Quinta has full power and authority to execute and deliver
this First Amendment, the Revolving Credit Notes and the Term Loan Notes
referred to in Section 4(c) of this First Amendment, and all other
documents and agreements executed in connection with this First Amendment
(collectively, the "Amendment Loan Papers") and this First Amendment and
the Agreement, as amended hereby, constitute the legal, valid and binding
obligation of La Quinta, enforceable in accordance with their terms,
except as enforceability may be limited by debtor relief laws and
except as rights to indemnity may be limited by federal or state
securities laws; and
e. no authorization, approval, consent or other action by, notice
to, or filing with, any Person, is required for the execution, delivery or
performance by La Quinta of this First Amendment or the other Amendment
Loan Papers.
4. CONDITIONS OF EFFECTIVENESS. The amendments provided for in SECTION 1
of this First Amendment shall be effective as of July 1, 1994 ("AMENDMENT
EFFECTIVE DATE") and the waiver provided for in SECTION 2 of this First
Amendment shall be effective as of June 30, 1994, upon the receipt by
Administrative Lender or Lender or the occurrence or existence of each of
the following, as appropriate:
(a) a certificate of an officer acceptable to Lenders of
Investments, certifying as to the incumbency of the officers signing
the Loan Papers to which it is a party, and including (i) any amendments
to its articles of incorporation since January 25, 1994, (ii) any
amendments to its bylaws since January 25, 1994, (iii) a copy of the
resolutions authorizing it to execute, deliver and perform the Loan
Papers to which it is a party, and (iv) a copy of a certificate of good
standing and a certificate of existence for its state of incorporation,
(v) copies of each partnership agreement of each Partnership and (vi) to
the extent available, a copy of certificate of good standing and
certificate of existence from each Partnership's state of organization;
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(b) a certificate of an officer acceptable to Lenders of La Quinta,
and including (i) any amendments to its articles of incorporation since
January 25, 1994, (ii) any amendments to its bylaws since January 25,
1994, (iii) a copy of the resolutions authorizing it to execute, deliver
and perform the Loan Papers to which it is a party, (iv) a copy of a
certificate of good standing and a certificate of existence for its state
of incorporation and (v) copies of each partnership agreement of each
Partnership and all amendments thereto;
(c) a duly executed Revolving Credit Note and Term Loan Note,
payable to the order of each Lender and in an amount equal to its
Specified Percentage of the Revolving Credit Commitment and the Term Loan
Commitment, respectively, as hereby amended;
(d) receipt by Administrative Lender (and subject to Section 9.9 of
the Agreement), for the ratable account of Lenders, a renewal fee of
$55,000;
(e) opinions of counsel to La Quinta addressed to Administrative
Lender and Lenders and in form and substance satisfactory to
Administrative Lender and Lenders, dated the Effective Date, and
covering such matters incident to the transactions contemplated hereby as
the Administrative Lender or Special Counsel may reasonably request and
opinions of local counsel in states other than Texas in which Facilities
are located in form and substance satisfactory to Administrative Lender
regarding the amendments to the Deeds of Trust;
(f) reimbursement for the Administrative Lender for Special
Counsel's reasonable fees and expenses rendered through the Effective
Date;
(g) evidence that all corporate or other proceedings of La Quinta
and Subsidiaries taken in connection with the transactions contemplated
by this First Amendment and the other Loan Papers shall be reasonably
satisfactory in form and substance to Administrative Lender, Lenders
and Special Counsel; and the Lenders shall have received copies of all
documents or other evidence which Administrative Lender, Special Counsel
or any Lender may reasonably request in connection with such transactions;
(h) the duly executed and completed Guaranty of each Partnership in
the form of EXHIBIT A, dated as of the Effective Date;
(i) receipt by the Administrative Lender of evidence, in form and
substance satisfactory to the Administrative Lender, that the acquisition
of all general partnership interest of each Partnership by Investments and
La Quinta has been completed;
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(j) the duly executed amendments to the Deeds of Trust with respect
to the properties located on EXHIBIT B, in form and substance satisfactory
to Administrative Lender;
(k) the duly executed First Amendment to Third Amended and Restated
Master Covenant Agreement;
(l) the duly executed Pledge Agreements of La Quinta and Investments
in the form of EXHIBITS C and D, respectively;
(m) a certificate of an officer acceptable to Administrative Lender
and Lenders, in form and substance satisfactory to the Administrative
Lender and Lenders, certifying that the execution, delivery and
performance by the Obligors of this First Amendment and related documents
will not violate or result in a default in respect of any of the terms of
the Senior Subordinated Notes;
(n) the representations and warranties set forth in Section 3 of
this First Amendment shall be true and correct;
(o) receipt by Administrative Lender of all amounts due under the
letter dated June 30, 1994 between Administrative Lender and La Quinta;
and
(p) Administrative Lender and Lenders shall have received, in form
and substance satisfactory to Administrative Lender and Lenders, such
other documents, certificates, and instruments as Lenders shall require.
5. REFERENCE TO THE AGREEMENT.
a. Upon the effectiveness of this First Amendment, each reference
in the Agreement to "this Agreement", "hereunder", "herein", or words of
like import shall mean and be a reference to the Agreement, as affected
and amended hereby.
b. The Agreement, as amended by the amendments referred to above,
shall remain in full force and effect and are hereby ratified and
confirmed.
6. GUARANTOR ACKNOWLEDGEMENT. Each of the Guarantors signing below
acknowledge and agree that its obligations and liabilities under its Guaranty
Agreement (i) are not released, diminished or impaired in any manner by this
First Amendment or any of the provisions contemplated herein and (ii) cover,
among other things, the Revolving Credit Commitment and the Term Loan
Commitment, and as increased pursuant to the terms of this First Amendment.
7. COSTS, EXPENSES AND TAXES. La Quinta shall pay within five days after
demand all costs and expenses of Administrative Lender and Lenders in
connection with the preparation, reproduction, execution and delivery of this
First Amendment and the other instruments and
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documents to be delivered hereunder (including the reasonable fees and
out-of-pocket expenses of counsel for Administrative Lender and Lenders with
respect thereto and with respect to advising Administrative Lender and Lenders
as to their rights and responsibilities under the Agreement, as hereby
amended).
8. EXECUTION IN COUNTERPARTS. This First Amendment may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which taken together shall constitute but one and
the same instrument.
9. GOVERNING LAW; BINDING EFFECT. This First Amendment shall be governed by
and construed in accordance with the laws of the State of Texas and be binding
upon La Quinta, Administrative Lender and Lenders and their respective
successors and assigns.
10. HEADINGS. Section headings in this First Amendment are included herein
for convenience of reference only and shall not constitute part of this First
Amendment for any other purpose.
11. FINAL AGREEMENT. THE AGREEMENT, AS EFFECTED BY THE AMENDMENTS CONTAINED
IN THIS FIRST AMENDMENT, TOGETHER WITH EACH OTHER LOAN PAPER, REPRESENT THE
FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
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REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
as of the date first above written.
LA QUINTA INNS, INC.
By: Dewey W. Chambers
____________________________________
Dewey W. Chambers, Vice President
ADMINISTRATIVE LENDER: NATIONSBANK OF TEXAS, N.A.,
as Administrative Lender
By: Douglas E. Hutt
______________________________________
Douglas E. Hutt, Senior Vice President
LENDERS: NATIONSBANK OF TEXAS, N.A.
By: Douglas E. Hutt
______________________________________
Douglas E. Hutt, Senior Vice President
CITICORP USA, INC.
By: ____________________________________
___________________,________________
(Print Name) (Print Title)
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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
as of the date first above written.
LA QUINTA INNS, INC.
By: ____________________________________
_________________, _________________
(Print Name) (Print Title)
ADMINISTRATIVE LENDER: NATIONSBANK OF TEXAS, N.A.,
as Administrative Lender
By: ______________________________________
Douglas E. Hutt, Senior Vice President
LENDERS: NATIONSBANK OF TEXAS, N.A.
By: ______________________________________
Douglas E. Hutt, Senior Vice President
CITICORP USA, INC.
By: Barbara A. Cohen
____________________________________
Barbara A. Cohen, Vice President
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THE FROST NATIONAL BANK
By: Suzanne Heuser
____________________________________
Suzanne Heuser, Vice President
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
By: ____________________________________
___________________,________________
(Print Name) (Print Title)
BANK OF SCOTLAND
By: ____________________________________
___________________,________________
(Print Name) (Print Title)
CONTINENTAL BANK
By: ____________________________________
___________________,________________
(Print Name) (Print Title)
BANK ONE, TEXAS, N.A.
By: ____________________________________
___________________,________________
(Print Name) (Print Title)
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THE FROST NATIONAL BANK
By: ____________________________________
___________________,________________
(Print Name) (Print Title)
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
By: Dan M. Danelo
------------------------------------
Dan M. Danelo, Sr. Vice President
BANK OF SCOTLAND
By: ____________________________________
___________________,________________
(Print Name) (Print Title)
CONTINENTAL BANK
By: ____________________________________
___________________,________________
(Print Name) (Print Title)
BANK ONE, TEXAS, N.A.
By: ____________________________________
___________________,________________
(Print Name) (Print Title)
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THE FROST NATIONAL BANK
By: ____________________________________
___________________,________________
(Print Name) (Print Title)
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
By: ____________________________________
___________________,________________
(Print Name) (Print Title)
BANK OF SCOTLAND
By: Catherine M. Omiffrey
____________________________________
Catherine M. Omiffrey, Vice President
CONTINENTAL BANK
By: ____________________________________
___________________,________________
(Print Name) (Print Title)
BANK ONE, TEXAS, N.A.
By: ____________________________________
___________________,________________
(Print Name) (Print Title)
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THE FROST NATIONAL BANK
By: ____________________________________
___________________,________________
(Print Name) (Print Title)
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
By: ____________________________________
___________________,________________
(Print Name) (Print Title)
BANK OF SCOTLAND
By: ____________________________________
___________________,________________
(Print Name) (Print Title)
CONTINENTAL BANK
By: W. Thomas Barnett
____________________________________
W. Thomas Barnett, Vice President
BANK ONE, TEXAS, N.A.
By: ____________________________________
___________________,________________
(Print Name) (Print Title)
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THE FROST NATIONAL BANK
By: ____________________________________
___________________,________________
(Print Name) (Print Title)
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
By: ____________________________________
___________________,________________
(Print Name) (Print Title)
BANK OF SCOTLAND
By: ____________________________________
___________________,________________
(Print Name) (Print Title)
CONTINENTAL BANK
By: ____________________________________
___________________,________________
(Print Name) (Print Title)
BANK ONE, TEXAS, N.A.
By: Alan L. Miller
____________________________________
Alan L. Miller, Vice President
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FIRST INTERSTATE BANK OF TEXAS, N.A.
By: John R. Peloubet
____________________________________
John R. Peloubet, Vice President
U.S. BANK OF WASHINGTON,
NATIONAL ASSOCIATION
By: ____________________________________
___________________,________________
(Print Name) (Print Title)
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FIRST INTERSTATE BANK OF TEXAS, N.A.
By: ____________________________________
___________________,________________
(Print Name) (Print Title)
U.S. BANK OF WASHINGTON,
NATIONAL ASSOCIATION
By: Blake R. Howells
____________________________________
Blake R. Howells, Vice President
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ACKNOWLEDGED AND AGREED:
LA QUINTA REALTY CORP.
By: John F. Schmutz
___________________________________
John F. Schmutz, Vice President
LA QUINTA PLAZA, INC.
By: John F. Schmutz
____________________________________
John F. Schmutz, Vice President
LA QUINTA FINANCIAL CORPORATION
By: John F. Schmutz
____________________________________
John F. Schmutz, Vice President
LA QUINTA INVESTMENTS, INC.
By: John F. Schmutz
____________________________________
John F. Schmutz, Vice President
LQI ACQUISITION CORPORATION
By: Kenneth J. Bednar
____________________________________
Kenneth J. Bednar, Vice President
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LA QUINTA MOTOR INNS LIMITED
PARTNERSHIP
By: La Quinta Realty Corp., its General
Partner
By: John F. Schmutz
____________________________________
John F. Schmutz, Vice President
LQM OPERATING PARTNERS, L.P.
By: La Quinta Realty Corp., its General
Partner
By: John F. Schmutz
____________________________________
John F. Schmutz, Vice President
LQ-BIG APPLE JOINT VENTURE
By: La Quinta Inns, Inc., its Partner
By: Dewey W. Chambers
____________________________________
Dewey W. Chambers, Vice President
By: La Quinta Investments, Inc., its Partner
By: John F. Schmutz
____________________________________
John F. Schmutz, Vice President
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LQ-LNL LIMITED PARTNERSHIP
By: La Quinta Inns, Inc., its Managing
General Partner
By: Dewey W. Chambers
____________________________________
Dewey W. Chambers, Vice President
LQ-EAST IRVINE JOINT VENTURE
By: La Quinta Inns, Inc., its Partner
By: Dewey W. Chambers
____________________________________
Dewey W. Chambers, Vice President
By: La Quinta Investments, Inc., its Partner
By: John F. Schmutz
____________________________________
John F. Schmutz, Vice President
7199.01
100.076
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