Attached files
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| EX-10.1 - EXHIBIT 10.1 - HERSHA HOSPITALITY TRUST | ex10_1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 11, 2009
HERSHA
HOSPITALITY TRUST
(Exact
name of registrant as specified in its charter)
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Maryland
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001-14765
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251811499
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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44
Hersha Drive
Harrisburg,
Pennsylvania 17102
(Address
and zip code of
principal
executive offices)
Registrant’s
telephone number, including area code: (717) 236-4400
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instructions A.2. below):
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£
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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£
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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£
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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£
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Pre-commencement
communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On
December 11, 2009, Hersha Hospitality Limited Partnership, a Virginia limited
partnership (“HHLP”), and Hersha Hospitality Trust, a Maryland real estate
investment trust (“Hersha”), entered into an amendment to the revolving
credit facility arranged by TD Bank, N.A. The following summary of
the amendment to the revolving credit facility is qualified in its entirety by
reference to the Amendment to Revolving Credit Loan and Security Agreement, a
copy of which is attached hereto as Exhibit 10.1 and is
incorporated by reference herein.
The
Revolving Credit Loan and Security Agreement, dated October 14, 2008 (the
“Credit Agreement”), among HHLP, Hersha, TD Bank, N.A., as agent, and various
other lenders is attached as an exhibit to Hersha’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on October 14,
2008.
The
following is a summary of the material amendments to the revolving credit
facility:
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·
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The
debt service coverage ratio was reduced from a ratio of not less than 1.35
to 1.00 to a ratio of not less than 1.20 to
1.00.
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·
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The
EBITDA to debt service ratio was reduced from a ratio of not less than
1.40 to 1.00 to a ratio of not less than 1.25 to
1.00.
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·
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The
annual interest rate on prime rate loans was increased from the variable
prime rate of interest published from time to time in the Wall Street
Journal as the “Prime Rate” to the Wall Street Journal “Prime Rate” plus
1.50%.
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·
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The
annual interest rate on LIBOR rate loans was increased from one, two,
three or six month LIBOR plus 2.50% to the greater of (i) one, two, three
or six month LIBOR plus 3.50% and (ii)
4.25%.
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·
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The
sum of the aggregate amount of outstanding loans and letter of credit
obligations may not exceed the lesser of (i) the committed amount ($135
million, subject to increase from time to time and pursuant to the terms
of the Credit Agreement up to a maximum of $175 million) and (ii) 67% of
the appraised value of the hotel properties pledged as collateral pursuant
to the Credit Agreement. In the event the aggregate amount of
outstanding loans and letter of credit obligations exceeds this amount,
Hersha will be required to repay a portion of the outstanding loans and
letter of credit obligations or provide additional collateral to the
lenders.
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The
lenders also agreed to amend the definition of “gross asset value” to better
reflect the calculations of gross asset value being used by HHLP, Hersha and the
lenders since and prior to the initial execution of the Credit
Agreement. In addition, the lenders have agreed to waive any
noncompliance with the total funded debt to gross asset value ratio for the
fiscal quarters ended December 31, 2008, March 31, 2009 and June 30, 2009, which
may have occurred as a result of the use of the prior definition of gross asset
value. As amended, HHLP and Hersha were in compliance with the total
funded debt to gross asset value ratio for the fiscal quarters ended December
31, 2008, March 31, 2009 and June 30, 2009.
Hersha
paid the lenders a $337,500 fee in connection with the entry into the
amendment.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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Amendment
to Revolving Credit Loan and Security Agreement, dated December 11, 2009,
by and among Hersha Hospitality Limited Partnership, Hersha Hospitality
Trust, TD Bank, N.A, as Agent, and the other
lenders.
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SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
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HERSHA
HOSPITALITY TRUST
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Date: December
15, 2009
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By:
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/s/ Ashish R. Parikh | |
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Ashish
R. Parikh
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Chief
Financial Officer
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