FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment"), dated as
of February 12, 1998, is entered into among LA QUINTA INNS, INC., a Texas
corporation (the "Borrower"), the lender listed on the signature pages hereof
(the "Lender"), NATIONSBANK OF TEXAS, N.A., as Administrative Lender (in said
capacity, the "Administrative Lender").
BACKGROUND
A. The Borrower, the Lender, and the Administrative Lender are parties to
that certain Credit Agreement, dated as of November 17, 1997 (the "Credit
Agreement"; the terms defined in the Credit Agreement and not otherwise defined
herein shall be used herein as defined in the Credit Agreement).
B. The Borrower, the Lender, and the Administrative Lender desire to amend
the Credit 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, the Borrower, the
Lender, and the Administrative Lender covenant and agree as follows:
1. AMENDMENTS TO CREDIT AGREEMENT.
(a) The reference to "$75,000,000" in the Background provision of the
Credit Agreement and in the definition of Commitment set forth in Section 1.1 of
the Credit Agreement is hereby amended to be "$125,000,000".
(b) The reference to "0.3875" in the definition of LIBOR Basis set forth in
Section 1.1 of the Credit Agreement is hereby amended to be "0.50".
(c) The reference to "March 15, 1998" in the definition of Maturity Date
set forth in Section 1.1 of the Credit Agreement is hereby amended to be "July
31, 1998".
(d) The reference to "eight" in the penultimate sentence of Section 2.1 of
the Credit Agreement is hereby amended to be "ten".
(e) The reference to "three" on the second line of Section 2.2(b) of the
Credit Agreement and on the third line of Section 2.2(d) of the Credit Agreement
is hereby amended to be "two".
(f) Section 2.4 of the Credit Agreement is hereby amended by adding the
following at the end thereof:
"Subject to Section 9.9 hereof, the Borrower agrees to pay to the
Administrative Lender, for the ratable account of each Lender, a facility
fee equal to the product of (a) the daily average amount of the Commitment
multiplied by (b) 0.20. Such fee shall accrue from February 12, 1998 and
shall be (i) payable in arrears on each Quarterly Date and on the Maturity
Date, (ii) fully earned when due and, subject to Section 9.9 hereof,
non-refundable when paid and (iii) computed on the basis of a year of 365
or 366 days as applicable, for the actual number of days elapsed."
(g) The Revolving Credit Note is hereby amended to be in the form of the
Revolving Credit Note attached hereto as Exhibit "A" hereto.
2. REPRESENTATIONS AND WARRANTIES TRUE: NO EVENT OF DEFAULT. By its
execution and delivery hereof, the Borrower represents and warrants that, as of
the date hereof and after giving effect to the amendment contemplated by the
foregoing Section 1:
(a) the representations and warranties contained in the Credit Agreement
are true and correct on and as of the date hereof as if made on and as of such
date;
(b) no event has occurred and is continuing which constitutes a Default or
an Event of Default;
(c) the Borrower has full power and authority to execute and deliver this
First Amendment and the Revolving Credit Note, and this First Amendment, the
Revolving Credit Note and the Credit Agreement, as amended hereby, constitute
the legal, valid and binding obligations of the Borrower, enforceable in
accordance with their respective terms, except as enforceability may be limited
by applicable debtor relief laws and by general principles of equity (regardless
of whether enforcement is sought in a proceeding in equity or at law) and except
as rights to indemnity may be limited by federal or state securities law;
(d) neither the execution, delivery and performance of this First
Amendment, the Revolving Credit Note or the Credit Agreement, as amended hereby,
nor the consummation of any transactions contemplated herein or therein, will
conflict with any law, rule or regulation to which the Borrower or any of its
Subsidiaries is subject, or any indenture, agreement or other instrument to
which the Borrower or any of its Subsidiaries or any of their respective
property is subject; and
(e) no authorization, approval, consent, or other action by, notice to, or
filing with, any governmental authority or other Person (other than the Board of
Directors of the Borrower), is required for the execution, delivery or
performance by the Borrower of this First Amendment
-2-
or the Revolving Credit Note or the acknowledgement of this First Amendment by
each Guarantor.
3. CONDITIONS OF EFFECTIVENESS. This First Amendment shall be effective as
of February 12, 1998 (and shall apply to all LIBOR Advances outstanding on such
date) subject to the following:
(a) the Administrative Lender shall have received counterparts of this
First Amendment executed by the Lender;
(b) the Administrative Lender shall have received counterparts of this
First Amendment executed by the Borrower and acknowledged by each Guarantor;
(c) the representations and warranties set forth in Section 2 of this First
Amendment shall be true and correct;
(d) the Administrative Lender shall have received the Revolving Credit
Note, duly executed by the Borrower;
(e) the Administrative Lender shall have received a certified resolution of
the Board of Directors of the Borrower authorizing the execution, delivery and
performance of this First Amendment and the Revolving Credit Note; and
(f) the Administrative Lender shall have received, in form and substance
satisfactory to the Administrative Lender and its counsel, such other documents,
certificates and instruments as the Administrative Lender shall require.
4. GUARANTORS ACKNOWLEDGEMENT. By signing below, each of the Guarantors (i)
acknowledges and consents to the execution, delivery and performance by the
Borrower of this First Amendment, (ii) agrees that its obligations in respect of
its Subsidiary Guaranty (a) are not released, modified, impaired or affected in
any manner by this First Amendment or any of the provisions contemplated herein
and (b) cover the Commitment as increased hereby, and (iii) acknowledges that it
has no claims or offsets against, or defenses or counterclaims to, its
Subsidiary Guaranty.
5. REFERENCE TO THE CREDIT AGREEMENT.
(a) Upon the effectiveness of this First Amendment, each reference in the
Credit Agreement to "this Agreement", "hereunder", or words of like import shall
mean and be a reference to the Credit Agreement, as affected and amended by this
First Amendment.
(b) The Credit Agreement, as amended by this First Amendment, and all other
Loan Papers shall remain in full force and effect and are hereby ratified and
confirmed.
-3-
6. COSTS. EXPENSES AND TAXES. The Borrower agrees to pay on demand all
costs and expenses of the Administrative Lender in connection with the
preparation, reproduction, execution and delivery of this First Amendment and
the other instruments and documents to be delivered hereunder (including the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Lender with respect thereto and with respect to advising the Administrative
Lender as to its rights and responsibilities under the Credit Agreement, as
amended by this First Amendment).
7. 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.
8. GOVERNING LAW; BINDING EFFECT. This First Amendment shall be governed by
and construed in accordance with the laws of the State of Texas and shall be
binding upon the Borrower, the Lender, and the Administrative Lender and their
respective successors and assigns.
9. HEADINGS. Section headings in this First Amendment are included herein
for convenience of reference only and shall not constitute a part of this First
Amendment for any other purpose.
10. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS FIRST
AMENDMENT, AND THE OTHER LOAN PAPERS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AS TO THE SUBJECT MATTER THEREIN AND HEREIN AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE
PARTIES.
================================================================================
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
================================================================================
-4-
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
as of the date first above written.
LA QUINTA INNS, INC.
By:
-----------------------------
William S. McCalmont
Senior Vice President-Chief
Financial Officer
NATIONSBANK OF TEXAS, N.A., as
Administrative Lender
By:
-----------------------------
Suzanne Smith
Vice President
NATIONSBANK OF TEXAS, N.A., as a
Lender
By:
-----------------------------
Suzanne Smith
Vice President
901 Main Street, 67th Floor
Dallas, Texas 75202
Attn: Suzanne Smith
Vice President
-5-
ACKNOWLEDGED AND AGREED:
LA QUINTA REALTY CORP.
By:
---------------------------
John F. Schmutz
Vice President-Secretary
LA QUINTA PLAZA, INC.
By:
---------------------------
John F. Schmutz
Vice President-Secretary
LA QUINTA FINANCIAL CORPORATION
By:
---------------------------
John F. Schmutz
Vice President-Secretary
LA QUINTA INVESTMENTS, INC.
By:
---------------------------
John F. Schmutz
Vice President-Secretary
-6-
LQI ACQUISITION CORPORATION
By:
-----------------------------
John F. Schmutz
Authorized Representative
LA QUINTA MOTOR INNS LIMITED PARTNERSHIP
By: La Quinta Realty Corp., its General Partner
By:
----------------------------
John F. Schmutz
Vice President-Secretary
LQ-BATON ROUGE JOINT VENTURE
By: La Quinta Inns, Inc., its Managing General Partner
By:
-----------------------------
William S. McCalmont
Senior Vice President-Chief Financial Officer
LQM OPERATING PARTNERS, L.P.
By: La Quinta Realty Corp., its General Partner
By:
-----------------------------
John F. Schmutz
Vice President-Secretary
-7-
LQ-BIG APPLE JOINT VENTURE
By: La Quinta Inns, Inc., its Partner
By:
-----------------------------
William S. McCalmont
Senior Vice President-Chief Financial Officer
By: La Quinta Investments, Inc., its Partner
By:
-----------------------------
John F. Schmutz
Vice President-Secretary
LQ-EAST IRVINE JOINT VENTURE
By: La Quinta Inns, Inc., its Partner
By:
-----------------------------
William S. McCalmont
Senior Vice President-Chief Financial Officer
By: La Quinta Investments, Inc., its Partner
By:
-----------------------------
John F. Schmutz
Vice President-Secretary
-8-
LQ-INVESTMENTS I
By: La Quinta Inns, Inc., its Managing General Partner
By:
-----------------------------
William S. McCalmont
Senior Vice President-Chief Financial Officer
By: La Quinta Investments, Inc., a General Partner
By:
-----------------------------
John F. Schmutz
Vice President-Secretary
LQ-INVESTMENTS II
By: La Quinta Inns, Inc., its Managing General Partner
By:
-----------------------------
William S. McCalmont
Senior Vice President-Chief Financial Officer
By: La Quinta Investments, Inc., a General Partner
By:
-----------------------------
John F. Schmutz
Vice President-Secretary
-9-
LA QUINTA INNS OF LUBBOCK, INC.
By:
-------------------------------
John F. Schmutz
Secretary
LA QUINTA INNS OF PUERTO RICO, INC.
By:
-------------------------------
John F. Schmutz
Secretary
LA QUINTA DEVELOPMENT PARTNERS, L.P.
By: La Quinta Inns, Inc., its Sole General Partner
By:
-----------------------------
William S. McCalmont
Senior Vice President-Chief Financial Officer
-10-
LQ MOTOR INN VENTURE-AUSTIN NO. 530
By: La Quinta Inns, Inc., a General Partner
By:
------------------------------
William S. McCalmont
Senior Vice President-Chief Financial Officer
By: La Quinta Investments, Inc., a General Partner
By:
-----------------------------
John F. Schmutz
Vice President-Secretary
LA QUINTA SAN ANTONIO SOUTH JOINT VENTURE
By: La Quinta Inns, Inc., a General Partner
By:
------------------------------
William S. McCalmont
Senior Vice President-Chief Financial Officer
By: La Quinta Investments, Inc., a General Partner
By:
-------------------------------
John F. Schmutz
Vice President-Secretary
-11-
LA QUINTA DENVER - PEORIA STREET, LTD.
By: La Quinta Inns, Inc., its General Partner
By:
-------------------------------
William S. McCalmont
Senior Vice President-Chief Financial Officer
LQ-LNL LIMITED PARTNERSHIP
By: La Quinta Inns, Inc., its Managing General Partner
By:
-----------------------------
William S. McCalmont
Senior Vice President-Chief Financial Officer
-12-
EXHIBIT "A"
REVOLVING CREDIT NOTE
Dallas, Texas $125,000,000.00 February 12, 1998
LA QUINTA INNS, INC., a Texas corporation (the "Borrower"), for value
received, promises to pay to the order of NATIONSBANK OF TEXAS, N.A. ("Lender"),
at the principal office of NationsBank of Texas, N.A., in lawful money of the
United States of America, the principal sum of ONE HUNDRED TWENTY-FIVE MILLION
AND NO/100 DOLLARS ($125,000,000.00), or such lesser sum as shall be due and
payable from time to time hereunder, as hereinafter provided. All terms used but
not defined herein shall have the meanings set forth in the Credit Agreement
described below.
The Borrower promises to pay principal of and interest on the unpaid
principal balance of Revolving Credit Advances under this Revolving Credit Note
from time to time outstanding as set forth in the Credit Agreement.
Both principal and interest are payable in lawful money of the United
States of America to NationsBank of Texas, N.A., as Administrative Lender for
the Lenders, at 901 Main Street, Dallas, Texas 75202, in immediately available
funds.
This Revolving Credit Note is issued pursuant to and evidences Revolving
Credit Advances under the Credit Agreement, dated as of November 17, 1997, among
the Borrower, NationsBank of Texas, N.A., as Administrative Lender, and the
lenders parties thereto (as amended, restated, supplemented, renewed, extended
or otherwise modified from time to time, "Credit Agreement"), to which reference
is made for a statement of the rights and obligations of the Lender and the
duties and obligations of the Borrower in relation thereto; but neither this
reference to the Credit Agreement nor any provision thereof shall affect or
impair the absolute and unconditional obligation of the Borrower to pay the
principal sum of and interest on this Revolving Credit Note when due. This
Revolving Credit Note is an amendment, restatement, increase, modification and
extension (but not a novation of the debt evidenced thereby) of that certain
Revolving Credit Note of the Borrower, dated as of November 17, 1997, payable to
the order of the Lender in the original principal amount of $75,000,000.
The Borrower and all endorsers, sureties and guarantors of this Revolving
Credit Note hereby severally waive demand, presentment for payment, protest,
notice of protest, notice of acceleration, notice of intention to accelerate the
maturity of this Revolving Credit Note, and all other notices of any kind,
diligence in collecting, the bringing of any suit against any party and any
notice of or defense on account of any extensions, renewals, partial payments or
changes in any manner of or in this Revolving Credit Note or in any of its
terms, provisions and
covenants, or any releases or substitutions of any security, or any delay,
indulgence or other act of any trustee or any holder hereof, whether before or
after maturity.
THIS REVOLVING CREDIT NOTE, TOGETHER WITH THE OTHER LOAN PAPERS, REPRESENTS
THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
LA QUINTA INNS, INC.
By:
-----------------------------
William S. McCalmont
Senior Vice President-Chief
Financial Officer
-2-