RATIO
55
7.31
RATIO OF UNSECURED DEBT TO UNENCUMBERED PROPERTY VALUE
55
7.32
TANGIBLE NET WORTH
55
ARTICLE 8. REPORTING COVENANTS
55
8.1
FINANCIAL INFORMATION
55
8.2
BORROWING BASE CERTIFICATE
57
8.3
COMPLIANCE CERTIFICATE
57
8.4
KNOWLEDGE OF DEFAULT; ETC
57
8.5
PROCEEDINGS
58
ARTICLE 9. DEFAULTS AND REMEDIES
58
9.1
DEFAULT.
58
9.2
ACCELERATION UPON DEFAULT; REMEDIES.
60
9.3
REPAYMENT OF FUNDS ADVANCED
61
9.4
RIGHTS CUMULATIVE, NO WAIVER
61
ARTICLE 10. ADMINISTRATIVE AGENT; INTERCREDITOR PROVISIONS
61
10.1
APPOINTMENT AND AUTHORIZATION.
61
10.2
WELLS FARGO AS LENDER
62
10.3
LOAN DISBURSEMENTS.
63
10.4
DISTRIBUTION AND APPORTIONMENT OF PAYMENTS; DEFAULTING LENDERS.
64
10.5
PRO RATA TREATMENT
65
10.6
SHARING OF PAYMENTS, ETC
65
10.7
APPROVALS OF LENDERS
66
10.8
NOTICE OF DEFAULTS
66
10.9
ADMINISTRATIVE AGENT'S RELIANCE, ETC
66
10.10
INDEMNIFICATION OF ADMINISTRATIVE AGENT
67
10.11
LENDER CREDIT DECISION, ETC
68
iii
Table of Contents
10.12
SUCCESSOR ADMINISTRATIVE AGENT
69
10.13
TITLED AGENTS
69
ARTICLE 11. MISCELLANEOUS PROVISIONS
70
11.1
INDEMNITY
70
11.2
FORM OF DOCUMENTS
70
11.3
NO THIRD PARTIES BENEFITED
70
11.4
NOTICES
70
11.5
SETOFF
71
11.6
ACTIONS
71
11.7
INTENTIONALLY OMITTED.
71
11.8
RELATIONSHIP OF PARTIES
71
11.9
DELAY OUTSIDE LENDER'S CONTROL
71
11.10
ATTORNEYS' FEES AND EXPENSES; ENFORCEMENT
72
11.11
IMMEDIATELY AVAILABLE FUNDS
72
11.12
AMENDMENTS AND WAIVERS.
72
11.13
SUCCESSORS AND ASSIGNS.
74
11.14
CERTAIN ALLOWED DISCLOSURES
75
11.15
CAPITAL ADEQUACY.
76
11.16
LENDER'S AGENTS
77
11.17
INTENTIONALLY OMITTED.
77
11.18
WAIVER OF RIGHT TO TRIAL BY JURY
77
11.19
SEVERABILITY
77
11.20
TIME
78
11.21
HEADINGS
78
11.22
GOVERNING LAW; CHOICE OF FORUM; SERVICE OF PROCESS
78
11.23
USA PATRIOT ACT NOTICE; COMPLIANCE
79
11.24
INTEGRATION; INTERPRETATION
79
11.25
COUNTERPARTS
79
11.26
ELECTRONIC DOCUMENT DELIVERIES
79
SCHEDULES AND EXHIBITS
SCHEDULE 1
COMMITMENTS AND PRO RATA SHARES
SCHEDULE 2
PROPERTIES
SCHEDULE 3
INITIAL POOL PROPERTIES
SCHEDULE 4
PERMITTED LIENS
SCHEDULE 5
SUBSIDIARY GUARANTORS
SCHEDULE 6
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
SCHEDULE 7
PARENT STOCK
SCHEDULE 8
LITIGATION
SCHEDULE 9
LIST OF SUBSIDIARIES AND UNCONSOLIDATED AFFILIATES
SCHEDULE 10
NEGATIVE PLEDGES
EXHIBIT A
PRICING GRID
iv
Table of Contents
EXHIBIT B
DOCUMENTS EXHIBIT C
FORM OF ASSIGNMENT AND ASSUMPTION
EXHIBIT D
FORM OF BORROWING BASE CERTIFICATE
EXHIBIT E
FORM OF COMPLIANCE CERTIFICATE
EXHIBIT F
FORM OF FACILITY INCREASE SUPPLEMENT
EXHIBIT G
FORM OF FIXED RATE NOTICE
EXHIBIT H
FORM OF NOTE
EXHIBIT I
FORM OF SWINGLINE NOTE
EXHIBIT J
FORM OF BORROWING NOTICE
EXHIBIT K
FORM OF TRANSFER AUTHORIZER DESIGNATION
EXHIBIT L
FORM OF UNENCUMBERED POOL SUPPLEMENT
v
Loan No. 102919
CREDIT AGREEMENT
THIS CREDIT AGREEMENT ("Agreement") is executed as of February 24, 2006, by and
among HIGHLAND HOSPITALITY, L.P., a limited partnership formed under the laws of
the State of Delaware ("Borrower"), each of the financial institutions initially
a signatory hereto (or that becomes a party hereto pursuant to a Facility
Increase Supplement as herein defined) together with their respective assignees
under Section 11.13 ("Lenders") and WELLS FARGO BANK, NATIONAL ASSOCIATION
("Wells Fargo") as contractual representative of the Lenders to the extent