Maryland
(State or Other Jurisdiction
of Incorporation or Organization)
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001-35074
(Commission File Number)
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27-2962512
(I.R.S. Employer Identification No.)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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●
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an agreement that conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios that limit such Person’s ability to encumber its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets, and
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●
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a provision in any agreement governing unsecured Indebtedness generally prohibiting the encumbrance of assets so long as such provision is generally consistent with a comparable provision of the Loan Documents.
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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10.1
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First Amendment to Credit Facility among Summit Hotel OP, LP, Summit Hotel Properties, Inc., the subsidiary guarantors party thereto, Deutsche Bank AG New York Branch, Bank of America, N.A., Royal Bank of Canada, KeyBank National Association, Regions Bank, Raymond James Bank, N.C., and US Bank National Association, dated February 27, 2015.
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SUMMIT HOTEL PROPERTIES, INC.
(Registrant)
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By:
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/s/ Christopher R. Eng | |
Christopher R. Eng | |||
Senior Vice President, General Counsel, | |||
Date: March 2, 2015 | Chief Risk Officer and Secretary |
Exhibit
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Description
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10.1
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First Amendment to Credit Facility among Summit Hotel OP, LP, Summit Hotel Properties, Inc., the subsidiary guarantors party thereto, Deutsche Bank AG New York Branch, Bank of America, N.A., Royal Bank of Canada, KeyBank National Association, Regions Bank, Raymond James Bank, N.C., and US Bank National Association, dated February 27, 2015.
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i.
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The reference to “3.5%” in the definition of “Deemed Management Fee” is deleted and replaced with “3.0%”.
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ii.
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The following provision is added to the definition of “Negative Pledge” immediately prior to the period: “; provided, however, that (a) an agreement that conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios that limit such Person’s ability to encumber its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets, shall not constitute a Negative Pledge, and (b) a provision in any agreement governing unsecured Indebtedness generally prohibiting the encumbrance of assets shall not constitute a Negative Pledge so long as such provision is generally consistent with a comparable provision of the Loan Documents”.
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iii.
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The definition of “Permitted Recourse Debt” is amended by (a) deleting the words “(exclusive of Indebtedness of any Subsidiary of the Parent Guarantor that directly or indirectly holds the fee or leasehold interest in any Unencumbered Asset)”, and (b) inserting the words “provided that the aggregate principal amount of any such Unsecured Indebtedness that has a scheduled maturity date or commitment termination date prior to the one year anniversary of the latest Termination Date under the Credit Agreement (taking into account any extensions thereof) shall in no event exceed $125,000,000,” after the words “set forth in Section 5.04(b),” in clause (a) thereof.
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iv.
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The definition of “Recourse Debt” is amended by deleting the word “Borrower” and replacing it with the words “Parent Guarantor”.
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v.
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Clause (b) of the definition of “Total Asset Value” is amended by inserting “(i)” immediately after the “(b)” and inserting the following immediately after the words “clause (a) above”: “and (ii) the gross book value of any Investments consisting of loans, advances and extensions of credit to any Person permitted under 5.02(f)(iv)(C)”.
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vi.
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The following words are deleted from clause (a) of the definition of “Unencumbered Asset Pool Conditions”: “that has been in operation for at least one year”.
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vii.
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Clause (j)(2)(y)(ii) of the definition of “Unencumbered Asset Pool Conditions” is amended by inserting the following immediately after the words “dispose of such assets”: “(provided that any restrictions of the type described in the proviso in the definition of “Negative Pledge” shall not be deemed to cause a failure to satisfy the conditions set forth in (y)(i) and (ii) above)”.
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BORROWER: | |||
SUMMIT HOTEL OP, LP, | |||
a Delaware limited partnership | |||
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By:
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SUMMIT HOTEL GP, LLC, | |
a Delaware limited liability company, | |||
its general partner | |||
By: |
SUMMIT HOTEL PROPERTIES, INC.,
a Maryland corporation,
its sole member
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By:
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/s/ Christopher Eng | |
Name: Christopher Eng | |||
Title: Secretary | |||
SUMMIT HOTEL PROPERTIES, INC., | |||
a Maryland corporation | |||
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By:
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/s/ Christopher Eng | |
Name: Christopher Eng | |||
Title: Secretary | |||
Summit Hotel TRS 020, LLC |
Summit Hospitality I, LLC,
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Summit Hotel TRS 021, LLC | a Delaware limited liability company | |||
Summit Hotel TRS 023, LLC
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Summit Hotel TRS 028, LLC
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Summit Hotel TRS 029, LLC
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/s/ Christopher Eng
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Summit Hotel TRS 036, LLC
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Name: Christopher Eng
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Summit Hotel TRS 037, LLC
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Title: Secretary
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Summit Hotel TRS 039, LLC
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Summit Hotel TRS 046, LLC
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Summit Hotel TRS 054, LLC | ||||
Summit Hotel TRS 055, LLC |
Summit Hospitality 22, LLC,
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Summit Hotel TRS 056, LLC |
a Delaware limited liability company
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Summit Hotel TRS 057, LLC | ||||
Summit Hotel TRS 060, LLC
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/s/ Christopher Eng
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Summit Hotel TRS 063, LLC
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Name: Christopher Eng
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Summit Hotel TRS 066, LLC
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Title: Secretary
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Summit Hotel TRS 068, LLC | ||||
Summit Hotel TRS 069, LLC |
Summit Hotel TRS 075, LLC |
Summit Hospitality 039, LLC,
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Summit Hotel TRS 079, LLC | Delaware limited liability company | |||
Summit Hotel TRS 080, LLC | ||||
Summit Hotel TRS 081, LLC | ||||
Summit Hotel TRS 082, LLC
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/s/ Christopher Eng
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Summit Hotel TRS 084, LLC
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Name: Christopher Eng
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Summit Hotel TRS 088, LLC
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Title: Secretary
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Summit Hotel TRS 093, LLC | ||||
Summit Hotel TRS 094, LLC |
Summit Hotel TRS 095, LLC |
Summit Hospitality 057, LLC,
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Summit Hotel TRS 096, LLC |
a Delaware limited liability company
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Summit Hotel TRS 097, LLC | ||||
Summit Hotel TRS 100, LLC | ||||
Summit Hotel TRS 102, LLC
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/s/ Christopher Eng
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Summit Hotel TRS 104, LLC
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Name: Christopher Eng
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Summit Hotel TRS 105, LLC
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Title: Secretary
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Summit Hotel TRS 108, LLC | ||||
Summit Hotel TRS 109, LLC |
Summit Hospitality 060, LLC,
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a Delaware limited liability company
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/s/ Christopher Eng
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Name: Christopher Eng
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Title: Secretary
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By: | Summit Hotel TRS, Inc., |
Summit Hospitality 079, LLC,
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a Delaware corporation, the sole |
a Delaware limited liability company
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member of each of the above referenced | |||||
Delaware limited liability companies | |||||
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/s/ Christopher Eng
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Name: Christopher Eng
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By: |
/s/ Christopher Eng
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Title: Secretary
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Name: Christopher Eng | |||||
Title: Secretary | |||||
Summit Hospitality 081, LLC, | |||||
a Delaware limited liability company
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/s/ Christopher Eng
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Name: Christopher Eng | |||||
Title: Secretary |
Summit Hospitality 082, LLC, | Summit Hospitality 093, LLC, | ||||
a Delaware limited liability company | a Delaware limited liability company | ||||
By: |
/s/Christopher Eng
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By: |
/s/ Christopher Eng
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Name: Christopher Eng
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Name
Name: Christopher Eng
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Title: Secretary
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Title
Title: Secretary
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Summit Hospitality 084, LLC, | Summit Hospitality 100, LLC, | ||||
a Delaware limited liability company | a Delaware limited liability company | ||||
By: |
/s/Christopher Eng
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By: |
/s/ Christopher Eng
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Name: Christopher Eng
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Name: Christopher Eng
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Title: Secretary
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Title: Secretary
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