Exhibit 10.24
EXECUTION VERSION
Loan No. 102919
CREDIT AGREEMENT
by and among
HIGHLAND HOSPITALITY, L.P.
THE LENDERS PARTY HERETO
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent for the Lenders
and
Sole Lead Arranger
and
PNC BANK, NATIONAL ASSOCIATION
as Documentation Agent
Executed as of February 24, 2006
Table of Contents
ARTICLE 1. DEFINITIONS
1
1.1
DEFINED TERMS.
1
1.2
EXHIBITS AND SCHEDULES INCORPORATED.
23
ARTICLE 2. LOAN
23
2.1
LOAN.
23
2.2
FEES.
23
2.3
LOAN DOCUMENTS
24
2.4
EFFECTIVE DATE
24
2.5
REQUESTS FOR REVOLVING ADVANCES
24
2.6
INTEREST ON THE LOANS.
25
2.7
PAYMENTS.
28
2.8
MATURITY DATE
29
2.9
BORROWING BASE
29
2.10
SWINGLINE LOANS
29
2.11
TERMINATION AND REDUCTION OF COMMITMENTS
30
2.12
FACILITY INCREASE.
31
2.13
LENDERS' ACCOUNTING
32
2.14
OPTION TO EXTEND
32
2.15
MAXIMUM INTEREST RATE.
33
ARTICLE 3. DISBURSEMENT OF LOAN
34
3.1
CONDITIONS PRECEDENT TO INITIAL ADVANCE
34
3.2
CONDITIONS PRECEDENT TO ALL ADVANCES
35
3.3
FUNDS TRANSFER DISBURSEMENTS
35
ARTICLE 4.
36
4.1
ADDITION OF PROPERTIES
36
4.2
DESIGNATION OF POOL PROPERTIES.
37
4.3
REMOVAL OF POOL PROPERTIES.
37
4.4
ACCELERATION OF SEASONED DATE
38
ARTICLE 5. REPRESENTATIONS AND WARRANTIES
39
5.1
FORMATION AND GOOD STANDING
39
5.2
AUTHORITY
39
5.3
BINDING OBLIGATIONS
39
5.4
ORGANIZATIONAL DOCUMENTS
39
5.5
PARENT.
39
5.6
NO LEGAL BAR; NO CONSENT
40
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5.7
COMPLIANCE
40
5.8
LITIGATION
40
5.9
FINANCIAL CONDITION
40
5.10
NO MATERIAL ADVERSE CHANGE
41
5.11
ACCURACY
41
5.12
NO DEFAULTS
41
5.13
TITLE TO PROPERTIES
41
5.14
TAX LIABILITY; OTHER CLAIMS
41
5.15
PENSION PLANS
41
5.16
GROUND LEASES
42
5.17
BUSINESS LOAN; MARGIN STOCK.
42
5.18
INVESTMENT COMPANY ACT
42
5.19
SUBSIDIARIES AND UNCONSOLIDATED AFFILIATES
42
5.20
CONDITION OF PROPERTIES
43
5.21
CASUALTIES; CONDEMNATION
43
5.22
INSURANCE
43
5.23
POOL PROPERTIES
43
5.24
TAX SHELTER REGULATIONS
43
ARTICLE 6. HAZARDOUS MATERIALS
43
6.1
SPECIAL REPRESENTATIONS AND WARRANTIES
43
6.2
HAZARDOUS MATERIALS COVENANTS
44
6.3
INSPECTION BY ADMINISTRATIVE AGENT
45
6.4
HAZARDOUS MATERIALS INDEMNITY
45
ARTICLE 7. COVENANTS OF BORROWER
46
7.1
EXPENSES
46
7.2
ERISA COMPLIANCE
46
7.3
LIENS
47
7.4
USE AND MAINTENANCE OF PROPERTY; INSURANCE.
47
7.5
INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS
48
7.6
BUSINESS; INVESTMENTS
48
7.7
MANAGEMENT, FRANCHISE AND OTHER AGREEMENTS.
49
7.8
ORGANIZATIONAL DOCUMENTS
50
7.9
MAINTENANCE OF EXISTENCE AND GOOD STANDING
50
7.10
CASUALTY; CONDEMNATION.
50
7.11
REQUIRED NOTICES
50
7.12
OPERATING LEASES
51
7.13
FURTHER ASSURANCES
51
7.14
ASSIGNMENT
51
7.15
REQUIREMENTS OF LAW
51
7.16
RESTRICTED PAYMENTS
51
7.17
GUARANTIES FROM FUTURE SUBSIDIARIES; RELEASE OF GUARANTORS.
52
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Table of Contents
7.18
USE OF PROCEEDS
53
7.19
LIMITATIONS ON FUNDAMENTAL CHANGES.
53
7.20
TRANSACTIONS WITH AFFILIATES
53
7.21
NO NEGATIVE PLEDGES
53
7.22
COVENANTS WITH RESPECT TO REIT
54
7.23
GROUND LEASES.
54
7.24
PAYMENT OF TAXES, ETC
54
7.25
AGREEMENTS RESTRICTING DISTRIBUTIONS FROM SUBSIDIARIES
54
7.26
LEVERAGE RATIO
55
7.27
NEW PROPERTY RATIO
55
7.28
SECURED DEBT RATIO
55
7.29
FIXED CHARGE COVERAGE RATIO
55
7.30
UNSECURED INTEREST COVERAGE