Third Amend of Amended and Restated Credit Agree - Jan 2004



 Exhibit 10.10(d) 
  
 THIRD AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT 
  
 THIS THIRD AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT (this “Third Amendment”)
is entered into on January 27, 2004, to be effective as of December 31, 2003, between INNKEEPERS USA TRUST, a Maryland real estate investment trust (the “Trust”), INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited
partnership (the “Partnership;” the Trust and the Partnership are each called a “Borrower” and collectively called “Borrowers”), each of the banks or other lending institutions
which is a signatory to this Third Amendment (collectively, “Lenders”), BANK OF AMERICA, N.A., a national banking association, as Administrative Agent (in such capacity, together with its successors and permitted assigns,
“Administrative Agent”) and as Issuing Bank. 
  
 R E C I T A L S 
  
 A. Reference is hereby made to that certain Amended and Restated Credit Agreement dated as of July 31, 2001, by and among Borrowers, Lenders, and Administrative Agent (as renewed, extended, modified, and amended from
time to time, the “Credit Agreement”), providing for a revolving line of credit and a letter of credit facility. 
  
 B. Borrowers, Lenders, and Administrative Agent executed that certain First Amendment of Amended and Restated Credit Agreement (the “First
Amendment”) dated effective as of March 29, 2002, which amended certain provisions of the Credit Agreement for a limited period of time commencing on December 31, 2001 and ending December 31, 2002 (the “Original
Amendment Effective Period”). 
  
 C. Borrowers,
Lenders, and Administrative Agent executed that certain Second Amendment of Amended and Restated Credit Agreement (the “Second Amendment”) dated effective as of December 31, 2002, which extended the Original Amendment
Effective Period through December 31, 2003 (the “Second Amendment Effective Period”). 
  
 D. Borrowers, Lenders, and Administrative Agent desire to extend the duration of the Second Amendment Effective Period through March 31, 2004, subject to
the terms and conditions set forth herein. 
  
 E. Capitalized
terms used herein shall, unless otherwise indicated, have the respective meanings set forth in the Credit Agreement. 
  
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

  
 1. Amendment and Extension of Original Amendment Effective
Period. Subject to the terms and conditions set forth herein, the Second Amendment Effective Period is hereby extended to March 31, 2004 and the amendments to the Credit Agreement set forth in Section 1 of the First Amendment shall be
effective from December 31, 2003 through March 31, 2004 (the “New Amendment Effective Period”); provided, however, that Borrowers shall continue to comply with the covenant set forth in Section 8.15 of the
Credit Agreement (as set forth in Section 1(d) of the First Amendment) until the date of Borrowers’ delivery of the Compliance Certificate for the period ending March 31, 2004, as required pursuant to Section 7.1(a) of the Credit
Agreement. Except for Section 8.15 of the Credit Agreement, after the expiration of the New Amendment Effective Period, all changes to the Credit 







 
Agreement effected by the First Amendment, the Second Amendment, and this Third Amendment shall cease and be of no further effect, and all terms and
conditions under the Credit Agreement existing on the date prior to the first (1st) day of the Original Amendment
Effective Period shall be in effect as if the First Amendment, the Second Amendment, and this Third Amendment had never been executed. 
  
 2. Amendment of Credit Agreement and Other Loan Documents. 
  
 (a) During the New Amendment Effective Period, all references in the Loan Documents to the Credit Agreement shall
mean the Credit Agreement as modified and amended by this Third Amendment, and as may, from time to time, be further modified, amended, restated, extended, renewed, and/or increased. 
  
 (b) During the New Amendment Effective Period, any and all of the terms and provisions of the Loan Documents are
hereby amended and modified wherever necessary, even though not specifically addressed herein, so as to conform to the amendments and modifications set forth herein. 
  
 3. Waiver. By execution hereof, each Lender executing this Amendment (collectively, “Consenting
Lenders”), subject to the terms and conditions included herein, hereby agrees that: 
  
 (a) Notwithstanding the provisions of Section 8.6, the Trust shall be permitted to redeem its $115,700,000 8.625% Series A Cumulative
Convertible Preferred Shares with net proceeds from the issuance of $140,000,000 of its 8% Series C Cumulative Preferred Shares. 
  
 (b) The waiver hereby granted by Consenting Lenders does not (i) constitute a waiver or modification of any other terms or provisions set forth in
the Credit Agreement or any other Loan Document and shall not impair any right that Administrative Agent or any Lender may now or hereafter have under or in connection with the Credit Agreement or any other Loan Document, and (ii) impair any of
Administrative Agent’s or any Lender’s rights to insist upon strict compliance with the Credit Agreement, as amended or otherwise modified hereby, or the other Loan Documents. The Loan Documents continue to bind and inure to Borrowers,
Administrative Agent, and Lenders and their respective successors and permitted assigns. 
  
 4. Ratifications. Each Borrower (a) ratifies and confirms all provisions of the Loan Documents as amended by this Third Amendment, (b) ratifies and confirms that all guaranties, assurances, and Liens (if
any) granted, conveyed, or assigned to the Credit Parties under the Loan Documents are not released, reduced, or otherwise adversely affected by this Third Amendment and continue to guarantee, assure, and secure full payment and performance of the
present and future Obligation (except to the extent specifically limited by the terms of such guaranties, assurances, or Liens (if any)), and (c) agrees to perform such acts and duly authorize, execute, acknowledge, deliver, file, and record such
additional documents and certificates as the Credit Parties may reasonably request in order to create, perfect, preserve, and protect those guaranties, assurances, and Liens (if any). 
  
 5. Representations. Each Borrower represents and warrants to the Credit Parties that as of the date of this Third
Amendment: (a) this Third Amendment has been duly authorized, executed, and delivered by each Borrower and each of the other Companies that are parties to this Third Amendment; (b) no action of, or filing with, any Governmental Authority is required
to authorize, or is otherwise required in connection with, the execution, delivery, and performance of this Third Amendment by each Borrower and each of the other Companies that are parties to this Third Amendment; (c) the Loan Documents, as amended
by this Third Amendment, are valid and binding upon each Borrower and the other Companies that are parties to this Third Amendment and are enforceable against each Borrower and 
  

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such other Companies in accordance with their respective terms, except as limited by Debtor Relief Laws and general principles of equity; (d) the execution,
delivery, and performance by each Borrower and the other Companies that are parties to this Third Amendment do not require the consent of any other Person and do not and will not constitute a violation of any Governmental Requirement, order of any
Governmental Authority, or material agreements to which any Company is a party thereto or by which any Company is bound; (e) all representations and warranties in the Credit Agreement are true and correct in all material respects on and as of the
date of this Third Amendment, except to the extent that (i) any of them speak to a different specific date, or (ii) the facts on which any of them were based have been changed by transactions contemplated or permitted by the Credit Agreement (as
amended); and (f) after giving effect to this Third Amendment, no Potential Default or Default exists. 
  
 6. Conditions. This Third Amendment shall not be effective unless and until: 
  
 (a) the Credit Parties shall have received this Third Amendment executed by all of the parties hereto; 
  
 (b) the representations and warranties in this Third Amendment are
true and correct in all material respects on and as of the date of this Third Amendment, except to the extent that (i) any of them speak to a different specific date, or (ii) the facts on which any of them were based have been changed by
transactions contemplated or permitted by the Credit Agreement (as amended); and 
  
 (c) after giving effect to this Third Amendment, no Potential Default or Default exists; and 
  
 7. Continued Effect. Except to the extent amended hereby or by any documents executed in connection herewith, all terms, provisions, and conditions
of the Credit Agreement and the other Loan Documents, and all documents executed in connection therewith, shall continue in full force and effect and shall remain enforceable and binding in accordance with their respective terms. 
  
 8. Miscellaneous. Unless stated otherwise (a) the singular number
includes the plural and vice versa and words of any gender include each other gender, in each case, as appropriate, (b) headings and captions may not be construed in interpreting provisions, (c) this Third Amendment shall be construed —
and its performance enforced — under Virginia law, (d) if any part of this Third Amendment is for any reason found to be unenforceable, all other portions of it nevertheless remain enforceable, and (e) this Third Amendment may be executed in
any number of counterparts with the same effect as if all signatories had signed the same document, and all of those counterparts must be construed together to constitute the same document. 
  
 9. Parties. This Third Amendment binds and inures to Borrowers and the
Credit Parties and their respective successors and permitted assigns. 
  
 10. ENTIRETIES. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS
AMENDED BY THIS THIRD AMENDMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES ABOUT THE SUBJECT MATTER OF THE CREDIT AGREEMENT AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.

  
 [Remainder of Page Intentionally Left Blank;

 Signature Pages to Follow.] 
  

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 SIGNATURE PAGE TO THIRD AMENDMENT OF 
 AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN 
 INNKEEPERS USA TRUST,
INNKEEPERS USA LIMITED PARTNERSHIP, 
 BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, 
 AND THE LENDERS DEFINED THEREIN 
  
 EXECUTED as of the day and year first mentioned. 
  

					
	 INNKEEPERS USA TRUST, a Maryland real estate
 investment trust, as a Borrower

		
	 By:
	 	 /s/    Mark Murphy


	 	 	 Mark Murphy

	 	 	 General Counsel and Secretary

	
	 INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia
 limited partnership, as a Borrower

		
	 By:
	 	 INNKEEPERS FINANCIAL CORPORATION, a
 Virginia corporation, General Partner

			
	 	 	 By:
	 	 /s/    Mark Murphy


	 	 	 	 	 Mark Murphy

	 	 	 	 	 Vice President and Secretary










 SIGNATURE PAGE TO THIRD AMENDMENT OF 
 AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN 
 INNKEEPERS USA TRUST,
INNKEEPERS USA LIMITED PARTNERSHIP, 
 BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, 
 AND THE LENDERS DEFINED THEREIN 
  

			
	BANK OF AMERICA, N.A.,
	 as Administrative Agent, Issuing Bank, and a Lender

		
	 By:
	 	 /s/    Roger Davis


	 	 	 Roger Davis

	 	 	 Principal










 SIGNATURE PAGE TO THIRD AMENDMENT OF 
 AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN 
 INNKEEPERS USA TRUST,
INNKEEPERS USA LIMITED PARTNERSHIP, 
 BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, 
 AND THE LENDERS DEFINED THEREIN 
  

			
	CREDIT LYONNAIS NEW YORK BRANCH,
	 as Syndication Agent and a Lender

		
	 By:
	 	 /s/    David Bowers


	 Name:
	 	 David Bowers


	 Title:
	 	 Vice President











 SIGNATURE PAGE TO THIRD AMENDMENT OF 
 AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN 
 INNKEEPERS USA TRUST,
INNKEEPERS USA LIMITED PARTNERSHIP, 
 BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, 
 AND THE LENDERS DEFINED THEREIN 
  

			
	WACHOVIA BANK, NATIONAL ASSOCIATION,
	 formerly known as First Union National Bank,

	 as a Lender

		
	 By:
	 	 /s/    Randy Matthews


	 Name:
	 	 Randy Matthews


	 Title:
	 	 Vice President











 SIGNATURE PAGE TO THIRD AMENDMENT OF 
 AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN 
 INNKEEPERS USA TRUST,
INNKEEPERS USA LIMITED PARTNERSHIP, 
 BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, 
 AND THE LENDERS DEFINED THEREIN 
  

			
	WELLS FARGO BANK, N.A.,
	 as a Lender

		
	 By:
	 	 /s/    Edwin S. Poole III


	 Name:
	 	 Edwin S. Poole III


	 Title:
	 	 Vice President











 SIGNATURE PAGE TO THIRD AMENDMENT OF 
 AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN 
 INNKEEPERS USA TRUST,
INNKEEPERS USA LIMITED PARTNERSHIP, 
 BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, 
 AND THE LENDERS DEFINED THEREIN 
  

			
	PNC BANK, NATIONAL ASSOCIATION,
	 as a Lender

		
	 By:
	 	 /s/    Wayne P. Robertson


	 Name:
	 	 Wayne P. Robertson


	 Title:
	 	 Senior Vice President











 SIGNATURE PAGE TO THIRD AMENDMENT OF 
 AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN 
 INNKEEPERS USA TRUST,
INNKEEPERS USA LIMITED PARTNERSHIP, 
 BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, 
 AND THE LENDERS DEFINED THEREIN 
  
 To induce the Credit Parties to enter into this Third Amendment, the undersigned (a) consent and agree to this Third Amendment’s execution and
delivery, (b) ratify and confirm that all guaranties, assurances, and Liens (if any) granted, conveyed, or assigned to the Credit Parties under the Loan Documents are not released, diminished, impaired, reduced, or otherwise adversely affected by
this Third Amendment and continue to guarantee, assure, and secure the full payment and performance of the parties’ present and future Obligation (except to the extent specifically limited by the terms of such guaranties, assurances, or Liens),
(c) agree to perform such acts and duly authorize, execute, acknowledge, deliver, file, and record such additional guaranties, assignments, security agreements, deeds of trust, mortgages, and other agreements, documents, instruments, and
certificates as the Credit Parties may reasonably deem necessary or appropriate in order to create, perfect, preserve, and protect those guaranties, assurances, and Liens (if any), and (d) waive notice of acceptance of this consent and agreement,
which consent and agreement binds the undersigned and their successors and permitted assigns and inures to the Credit Parties and their respective successors and permitted assigns. 
  

			
	 INNKEEPERS SUNRISE TINTON FALLS, L.P., a Virginia
 limited
partnership

		
	 By:
	 	 INNKEEPERS FINANCIAL CORPORATION IV, a
 Virginia corporation

		
	 By:
	 	 /s/    Mark Murphy        


	 	 	 Mark Murphy

	 	 	 Vice President and Secretary

	
	 INNKEEPERS HAMPTON NORCROSS, L.P., a Virginia
 limited partnership

		
	 By:
	 	 INNKEEPERS HAMPTON NORCROSS, INC., a
 Virginia corporation

		
	 By:
	 	 /s/    Mark Murphy        


	 	 	 Mark Murphy

	 	 	 Vice President and Secretary










 SIGNATURE PAGE TO THIRD AMENDMENT OF 
 AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN 
 INNKEEPERS USA TRUST,
INNKEEPERS USA LIMITED PARTNERSHIP, 
 BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, 
 AND THE LENDERS DEFINED THEREIN 
  

					
	 INNKEEPERS RESIDENCE PORTLAND, L.P., a Virginia
 limited partnership

		
	 By:
	 	 INNKEEPERS RESIDENCE PORTLAND, INC., a
 Virginia corporation

			
	 	 	 By:
	 	 /s/    Mark Murphy        


	 	 	 	 	 Mark Murphy

	 	 	 	 	 Vice President and Secretary

	
	 INNKEEPERS RESIDENCE EDEN PRAIRIE, L.P., a
 Virginia limited partnership

		
	 By:
	 	 INNKEEPERS RESIDENCE EDEN PRAIRIE, INC.,
 a Virginia corporation

			
	 	 	 By:
	 	 /s/    Mark Murphy        


	 	 	 	 	 Mark Murphy

	 	 	 	 	 Vice President and Secretary

	
	 INNKEEPERS RI GENERAL, L.P., a Virginia limited

partnership

		
	 By:
	 	 INNKEEPERS RI GENERAL, INC., a Virginia
 corporation

			
	 	 	 By:
	 	 /s/    Mark Murphy        


	 	 	 	 	 Mark Murphy

	 	 	 	 	 Vice President and Secretary










 SIGNATURE PAGE TO THIRD AMENDMENT OF 
 AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN 
 INNKEEPERS USA TRUST,
INNKEEPERS USA LIMITED PARTNERSHIP, 
 BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, 
 AND THE LENDERS DEFINED THEREIN 
  

					
	 INNKEEPERS RESIDENCE EAST LANSING, L.P.,
 a Virginia limited partnership

		
	 By:
	 	 INNKEEPERS RESIDENCE EAST
 LANSING, INC., a Virginia corporation

			
	 	 	 By:
	 	 /s/    Mark Murphy        


	 	 	 	 	 Mark Murphy

	 	 	 	 	 Vice President and Secretary

	
	 INNKEEPERS RESIDENCE GRAND RAPIDS, L.P.,
 a Virginia limited partnership

		
	 By:
	 	 INNKEEPERS RESIDENCE GRAND RAPIDS,
 INC., a Virginia corporation

			
	 	 	 By:
	 	 /s/    Mark Murphy        


	 	 	 	 	 Mark Murphy

	 	 	 	 	 Vice President and Secretary