RLJ Lodging Trust - FORM 10-K - EX-10.22 - EXHIBIT 10.22

Attached files

file	filename
EX-23.1 - EXHIBIT 23.1 - RLJ Lodging Trust	exhibit23112312015.htm
EX-10.35 - EXHIBIT 10.35 - RLJ Lodging Trust	exhibit103512312015.htm
EX-32.1 - EXHIBIT 32.1 - RLJ Lodging Trust	exhibit32112312015.htm
EX-21.1 - EXHIBIT 21.1 - RLJ Lodging Trust	exhibit21112312015.htm
EX-31.1 - EXHIBIT 31.1 - RLJ Lodging Trust	exhibit31112312015.htm
EX-10.23 - EXHIBIT 10.23 - RLJ Lodging Trust	exhibit102312312015.htm
EX-10.34 - EXHIBIT 10.34 - RLJ Lodging Trust	exhibit103412312015.htm
EX-10.28 - EXHIBIT 10.28 - RLJ Lodging Trust	exhibit102812312015.htm
10-K - 10-K - RLJ Lodging Trust	rlj-2015123110k.htm
EX-10.29 - EXHIBIT 10.29 - RLJ Lodging Trust	exhibit102912312015.htm
EX-31.2 - EXHIBIT 31.2 - RLJ Lodging Trust	exhibit31212312015.htm

EXHIBIT 10.22

Loan Numbers: 1008457

and 1008458

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 1, 2015, is made by and between RLJ LODGING TRUST, L.P., a limited partnership formed under the laws of the State of Delaware (the “Borrower”), RLJ LODGING TRUST, a Maryland real estate investment trust (“Parent Guarantor”), each of the undersigned Lenders party to the Credit Agreement (as defined below), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

WHEREAS, Borrower, Parent Guarantor, Administrative Agent and the Lenders party thereto have entered into that certain Amended and Restated Credit Agreement dated as of November 20, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not defined herein have the meanings provided in the Credit Agreement); and

WHEREAS, the parties hereto desire to amend the Credit Agreement to increase the maximum permitted amount of repurchases of common stock of the Parent Guarantor from $100,000,000 to $200,000,000, as more particularly set forth herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:

1.Amendment. Clause (e) of Section 10.1.(h) of the Credit Agreement is hereby amended to delete the amount “$100,000,000” now appearing therein and to substitute “$200,000,000” therefor.

2. Conditions to Effectiveness. This Amendment shall not be effective until the Administrative Agent shall have received (i) counterparts of this Amendment duly executed and delivered by the Borrower and the other Loan Parties, the Administrative Agent, and the Requisite Lenders, and (ii) all fees and other amounts due and payable on or prior to the date hereof, including reimbursement or payment of all reasonable and documented out-of-pocket expenses (including fees and reasonable and documented out-of-pocket expenses of counsel for the Administrative Agent) required to be reimbursed or paid by the Borrower in connection with this Amendment. The Administrative Agent shall notify in writing the Borrower and the Lenders of the effectiveness of this Amendment, and such notice shall be conclusive and binding.

3. Representations and Warranties. The Borrower and the Parent Guarantor each hereby certifies that: (a) no Default or Event of Default exists as of the date hereof or would exist immediately after giving effect to this Amendment; (b) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party are true and correct in all material respects (unless any such representation

ACTIVE 207501607

and warranty is qualified by materiality, in which event such representation and warranty is true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties were true and correct in all material respects (unless any such representation and warranty is qualified by materiality, in which event such representation and warranty was true and correct in all respects) on and as of such earlier date) and except as a result of transactions permitted by the Credit Agreement, (c) no consent, approval, order or authorization of, or registration or filing with, any third party (other than any required filing with the SEC, which the Borrower agrees to file in a timely manner) is required in connection with the execution, delivery and carrying out of this Amendment or, if required, has been obtained, and (d) this Amendment has been duly authorized, executed and delivered so that it constitutes the legal, valid and binding obligation of the Borrower and the Parent Guarantor, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations contained herein and as may be limited by equitable principles generally. The Borrower and the Parent Guarantor each confirms that the Obligations remain outstanding without defense, set off, counterclaim, discount or charge of any kind as of the date of this Amendment. Except as expressly provided herein, this Amendment shall not constitute an amendment, waiver, consent or release with respect to any provision of any Loan Document, a waiver of any default or Event of Default under any Loan Document, or a waiver or release of any of the Lenders’ or Administrative Agent's rights and remedies (all of which are hereby reserved).

4. Ratification. The Borrower, the Parent Guarantor and each Subsidiary Guarantor each hereby reaffirms and confirms its obligations under the Credit Agreement, as amended hereby, and the other Loan Documents.

5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

6. Counterparts. To facilitate execution, this Amendment and any amendments, waivers, consents or supplements may be executed in any number of counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto.

7. Headings. The headings of this Amendment are provided for convenience of reference only and shall not affect its construction or interpretation.

8. Loan Document. This Amendment shall constitute a Loan Document under the Credit Agreement.

REST OF PAGE INTENTIONALLY LEFT BLANK

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their authorized officers all as of the day and year first above written.

BORROWER:

RLJ LODGING TRUST, L.P.,
a Delaware limited partnership

By: RLJ Lodging Trust,
a Maryland real estate investment trust,
its sole general partner


By:	/s/ Thomas J. Baltimore, Jr. Name: Thomas J. Baltimore, Jr. Title: President and CEO

PARENT GUARANTOR:

RLJ LODGING TRUST,

a Maryland real estate investment trust


By:	/s/ Thomas J. Baltimore, Jr. Name: Thomas J. Baltimore Jr. Title: President and CEO

SUBSIDIARY GUARANTORS:

RLJ III – C BUCKHEAD, INC.,
a Texas corporation


By:	/s/ Thomas J. Baltimore, Jr. Name: Thomas J. Baltimore Jr. Title: President and Treasurer

RLJ III – EM WEST PALM BEACH, INC.,
a Texas corporation


By:	/s/ Thomas J. Baltimore, Jr. Name: Thomas J. Baltimore Jr. Title: President and Treasurer