INDEMNIFICATION AGREEMENTIndemnification Agreement • January 9th, 2015 • Xenia Hotels & Resorts, Inc. • Hotels & motels • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20 , by and between Xenia Hotels & Resorts, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).
XHR LP, as Issuer, XENIA HOTELS & RESORTS, INC., as Parent, THE SUBSIDIARY GUARANTORS PARTY HERETO, as Subsidiary Guarantors, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 4.875% SENIOR SECURED NOTES DUE 2029 INDENTURE DATED AS OF MAY 27, 2021Indenture • May 27th, 2021 • Xenia Hotels & Resorts, Inc. • Hotels & motels • New York
INDENTURE, dated as of May 27, 2021, among XHR LP, a Delaware limited partnership (the “Issuer”), Xenia Hotels & Resorts Inc., a Maryland corporation (“Parent”), the Subsidiary Guarantors (as hereinafter defined) party hereto and Wilmington Trust, National Association, as Trustee (the “Trustee”).
Xenia Hotels & Resorts, Inc. Share Unit Award Agreement (Contingency)Share Unit Award Agreement • November 25th, 2014 • Xenia Hotels & Resorts, Inc. • Hotels & motels • Delaware
This Share Unit Award Agreement (this “Award Agreement”), is made and entered into effective as of the Date of Grant (defined below) by and between Xenia Hotels & Resorts, Inc. (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Xenia Hotels & Resorts, Inc. 2014 Share Unit Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
TIME-BASED RESTRICTED STOCK UNIT AGREEMENT (2020)Time-Based Restricted Stock Unit Agreement • May 11th, 2020 • Xenia Hotels & Resorts, Inc. • Hotels & motels • Maryland
This Restricted Stock Unit Agreement (this “Agreement”), dated as of <GRANT_DT> (the “Grant Date”), is made by and between Xenia Hotels & Resorts, Inc., a Maryland corporation (the “Company”), and <PARTC_NAME> (the “Participant”).
REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of JANUARY 10, 2023 among XHR LP The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF AMERICA, N.A., KEYBANK NATIONAL ASSOCIATION PNC BANK, NATIONAL ASSOCIATION and...Revolving Credit and Term Loan Agreement • January 11th, 2023 • Xenia Hotels & Resorts, Inc. • Hotels & motels • New York
Exhibit C-1 — Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships for U.S. Federal Income Tax Purposes)
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 9th, 2015 • Xenia Hotels & Resorts, Inc. • Hotels & motels • Delaware
This Executive Employment Agreement (this “Agreement”), dated as of July 1, 2014, is entered into by and among IA Lodging Group, Inc. (“Inland Lodging”), IA Lodging Management LLC (“Inland Management” and together with Inland Lodging, the “Company”) and Barry A.N. Bloom (“Executive”).
PARENT GUARANTYParent Guaranty • January 11th, 2023 • Xenia Hotels & Resorts, Inc. • Hotels & motels • New York
THIS PARENT GUARANTY (“Guaranty”) is executed as of January 10, 2023, by XENIA HOTELS & RESORTS, INC., a Maryland corporation (the “Guarantor”), for the benefit of JPMORGAN CHASE BANK, N.A. (“Administrative Agent”), in its capacity as the administrative agent for the Lenders under the Credit Agreement defined below, for the benefit of itself and such Lenders and the Permitted Swap Counterparties (as defined below). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement defined below.
AMENDMENT NO. 4 TO TERM LOAN AGREEMENTTerm Loan Agreement • August 18th, 2020 • Xenia Hotels & Resorts, Inc. • Hotels & motels • New York
This AMENDMENT NO. 4 TO TERM LOAN AGREEMENT (this “Amendment”), dated as of July 30, 2020, is by and among XHR LP, a Delaware limited partnership (the “Borrower”), the other Loan Parties party hereto, KEYBANK NATIONAL ASSOCIATION (“KeyBank”), in its capacity as administrative agent (the “Administrative Agent”) for the Lenders, and the Lenders party hereto (collectively constituting the Required Lenders).
AMENDMENT NO. 2 TO TERM LOAN AGREEMENTTerm Loan Agreement • July 6th, 2020 • Xenia Hotels & Resorts, Inc. • Hotels & motels • New York
Exhibit C-1 — Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships for U.S. Federal Income Tax Purposes)
TRANSITION SERVICES AGREEMENT BY AND BETWEEN INLAND AMERICAN REAL ESTATE TRUST, INC. AND XENIA HOTELS & RESORTS, INC. DATED AS OF FEBRUARY 3, 2015Transition Services Agreement • February 9th, 2015 • Xenia Hotels & Resorts, Inc. • Hotels & motels • Delaware
This Transition Services Agreement (this “Agreement”) is entered into and effective as of February 3, 2015 (the “Effective Date”), by and between Inland American Real Estate Trust, Inc., a Maryland corporation (“Provider”), and Xenia Hotels & Resorts, Inc., a Maryland corporation (“Recipient”). Provider and Recipient may each be referred to herein as a “Party,” and are collectively referred to as the “Parties.” Capitalized terms used but not defined herein shall have the meanings given them in the Separation Agreement (defined below).
TIME-BASED LTIP UNIT AGREEMENT (2020)Time-Based Ltip Unit Agreement • June 8th, 2020 • Xenia Hotels & Resorts, Inc. • Hotels & motels • Maryland
This LTIP Unit Agreement (this “Agreement”), dated as of <GRANT_DT> (the “Grant Date”), is made by and between Xenia Hotels & Resorts, Inc., a Maryland corporation (the “Company”), XHR LP, a Delaware limited partnership (the “Partnership”), and <PARTC_NAME> (the “Participant”).
CLASS A PERFORMANCE LTIP UNIT AGREEMENT (2020)Class a Performance Ltip Unit Agreement • May 11th, 2020 • Xenia Hotels & Resorts, Inc. • Hotels & motels • Maryland
This Class A Performance LTIP Unit Agreement (2020) (this “Agreement”), dated as of <GRANT_DT> (the “Grant Date”), is made by and between Xenia Hotels & Resorts, Inc., a Maryland corporation (the “Company”), XHR LP, a Delaware limited partnership (the “Partnership”), and <PARTC_NAME> (the “Participant”).
XENIA HOTELS & RESORTS, INC. COMMON STOCK ($0.01 PAR VALUE PER SHARE) EQUITY DISTRIBUTION AGREEMENTXenia Hotels & Resorts, Inc. • March 2nd, 2018 • Hotels & motels • New York
This Confirmation sets forth the terms of the agreement of [NAME OF MANAGER] (the “Manager”) with Xenia Hotels & Resorts, Inc. (the “Company”) and XHR LP relating to the sale of shares of the Company’s common stock, $0.01 par value per share, having an aggregate gross sales price of up to $200,000,000, pursuant to the Equity Distribution Agreement between the Company and Wells Fargo Securities, LLC, Robert W. Baird & Co. Incorporated, Jefferies LLC, KeyBanc Capital Markets Inc. and Raymond James & Associates, Inc., dated March 2, 2018 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein.
AMENDMENT NO. 5 TO TERM LOAN AGREEMENTTerm Loan Agreement • October 20th, 2020 • Xenia Hotels & Resorts, Inc. • Hotels & motels • New York
This AMENDMENT NO. 5 TO TERM LOAN AGREEMENT (this “Amendment”), dated as of October 14, 2020, is by and among XHR LP, a Delaware limited partnership (the “Borrower”), the other Loan Parties party hereto, KEYBANK NATIONAL ASSOCIATION (“KeyBank”), in its capacity as administrative agent (the “Administrative Agent”) for the Lenders, and the Lenders party hereto (collectively constituting the Required Lenders).
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OFXenia Hotels & Resorts, Inc. • November 12th, 2015 • Hotels & motels • Delaware
THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF XHR LP, dated as of November 10, 2015 (this “Agreement”), is made and entered into by and among XHR GP, Inc., a Delaware corporation, as the General Partner, Xenia Hotels & Resorts, Inc., as a Limited Partner, and the other Limited Partners identified on Exhibit A hereto for the purpose of amending and restating in its entirety that certain Third Amended and Restated Agreement of Limited Partnership of XHR LP, dated as of September 17, 2014 (the “Third Partnership Agreement”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN INLAND AMERICAN REAL ESTATE TRUST, INC. AND XENIA HOTELS & RESORTS, INC. DATED AS OF January 20, 2015Separation and Distribution Agreement • January 23rd, 2015 • Xenia Hotels & Resorts, Inc. • Hotels & motels • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of January 20, 2015, by and between Inland American Real Estate Trust, Inc., a Maryland corporation (“Inland American”), and Xenia Hotels & Resorts, Inc., a Maryland corporation (“Xenia”). Inland American and Xenia are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 1.1.
FIRST AMENDMENT TO INDEMNITY AGREEMENTIndemnity Agreement • February 9th, 2015 • Xenia Hotels & Resorts, Inc. • Hotels & motels
This FIRST AMENDMENT TO INDEMNITY AGREEMENT (this “Amendment”), dated as of February 3, 2015, is made by and between INLAND AMERICAN REAL ESTATE TRUST, INC., a Maryland corporation (“Inland American”), and XENIA HOTELS & RESORTS, INC., a Maryland corporation (formerly known as IA Lodging Group, Inc., a Delaware corporation, and Inland American Lodging Group, Inc., a Delaware corporation) (“Xenia”). Inland American and Xenia are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.”
Xenia Hotels & Resorts, Inc. Share Unit Award Agreement (Transaction)Share Unit Award Agreement • November 25th, 2014 • Xenia Hotels & Resorts, Inc. • Hotels & motels • Delaware
This Share Unit Award Agreement (this “Award Agreement”), is made and entered into effective as of the Date of Grant (defined below) by and between Xenia Hotels & Resorts, Inc. (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Xenia Hotels & Resorts, Inc. 2014 Share Unit Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN INLAND AMERICAN REAL ESTATE TRUST, INC. AND XENIA HOTELS & RESORTS, INC. DATED AS OF [—], 2015Employee Matters Agreement • January 9th, 2015 • Xenia Hotels & Resorts, Inc. • Hotels & motels • Delaware
This Employee Matters Agreement (the “Agreement”) is entered into as of [—], 2015, by and between Inland American Real Estate Trust, Inc., a Maryland corporation (“Inland American”), and Xenia Hotels & Resorts, Inc., a Maryland corporation (“Xenia”), each a “Party” and together, the “Parties.”
INDEMNITY AGREEMENTIndemnity Agreement • October 9th, 2014 • Xenia Hotels & Resorts, Inc. • Hotels & motels • Delaware
This INDEMNITY AGREEMENT (the “Agreement”), dated as of August 8, 2014, is made by and between INLAND AMERICAN REAL ESTATE TRUST, INC., a Maryland corporation (“Inland American”), and XENIA HOTELS & RESORTS, INC., a Maryland corporation (formerly known as IA Lodging Group, Inc., a Delaware corporation, and Inland American Lodging Group, Inc., a Delaware corporation)(“Xenia”). Inland American and Xenia are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.”
CLASS A PERFORMANCE LTIP UNIT AGREEMENT (2015)Class a Performance Ltip Unit Agreement • May 7th, 2015 • Xenia Hotels & Resorts, Inc. • Hotels & motels • Maryland
This Class A Performance LTIP Unit Agreement (2015) (this “Agreement”), dated as of <GRANT_DT> (the “Grant Date”), is made by and between Xenia Hotels & Resorts, Inc., a Maryland corporation (the “Company”), XHR LP, a Delaware limited partnership (the “Partnership”), and <PARTC_NAME> (the “Participant”).
SEPARATION AGREEMENTSeparation Agreement • July 30th, 2020 • Xenia Hotels & Resorts, Inc. • Hotels & motels • Florida
THIS SEPARATION AGREEMENT (this “Agreement”) is made and entered into as of April 21, 2020, by and between Xenia Hotels & Resorts, Inc., a Maryland corporation (the “Company”), XHR Management, LLC, a Delaware limited liability company (“XHR Management”), XHR LP, a Delaware limited partnership (the “Partnership”), and Philip A. Wade (“Wade”).
FIRST AMENDMENT TO THE FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF XHR LP (a Delaware limited partnership) October 30, 2019Xenia Hotels & Resorts, Inc. • October 31st, 2019 • Hotels & motels
THIS FIRST AMENDMENT TO THE FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “First Amendment”), dated as of October 30, 2019, is entered into by XHR GP, Inc., a Delaware corporation, as general partner (the “General Partner”) of XHR LP, a Delaware limited partnership (the “Partnership”), for itself and on behalf of the limited partners of the Partnership.
AMENDMENT NO. 4 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • May 27th, 2021 • Xenia Hotels & Resorts, Inc. • Hotels & motels • New York
This AMENDMENT NO. 4 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of May 20, 2021, is by and among XHR LP, a Delaware limited partnership (the “Borrower”), the other Loan Parties party hereto, JPMORGAN CHASE BANK, N.A. (“JPMorgan”), in its capacity as administrative agent (the “Administrative Agent”) for the Lenders, and the Lenders party hereto.
AMENDMENT NO. 3 TO TERM LOAN AGREEMENTTerm Loan Agreement • July 6th, 2020 • Xenia Hotels & Resorts, Inc. • Hotels & motels • New York
Exhibit C-1 — Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships for U.S. Federal Income Tax Purposes)
AMENDMENT NO. 6 TO TERM LOAN AGREEMENTTerm Loan Agreement • May 27th, 2021 • Xenia Hotels & Resorts, Inc. • Hotels & motels • New York
This AMENDMENT NO. 6 TO TERM LOAN AGREEMENT (this “Amendment”), dated as of May 20, 2021, is by and among XHR LP, a Delaware limited partnership (the “Borrower”), the other Loan Parties party hereto, KEYBANK NATIONAL ASSOCIATION (“KeyBank”), in its capacity as administrative agent (the “Administrative Agent”) for the Lenders, and the Lenders party hereto (collectively constituting the Required Lenders).
REVOLVING CREDIT AGREEMENT dated as of February 3, 2015 among XHR LP The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent WELLS FARGO BANK, N.A. and KEYBANK NATIONAL ASSOCIATION, as Co-Syndication Agents BANK OF AMERICA,...Revolving Credit Agreement • February 9th, 2015 • Xenia Hotels & Resorts, Inc. • Hotels & motels • New York
REVOLVING CREDIT AGREEMENT (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”) dated as of February 3, 2015, among XHR LP, a Delaware limited partnership, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
PARENT GUARANTYXenia Hotels & Resorts, Inc. • February 9th, 2015 • Hotels & motels • New York
THIS PARENT GUARANTY (“Guaranty”) is executed as of February 3, 2015, by XENIA HOTELS & RESORTS, INC., a Maryland corporation (the “Guarantor”), for the benefit of JPMORGAN CHASE BANK, N.A. (“Administrative Agent”), in its capacity as the administrative agent for the Lenders under the Credit Agreement defined below, for the benefit of itself and such Lenders. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement defined below.
SECOND AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF XHR LP DESIGNATION OF 12.5% SERIES A CUMULATIVE NON-VOTING PREFERRED UNITS June 3, 2015Xenia Hotels & Resorts, Inc. • August 13th, 2015 • Hotels & motels
Pursuant to Section 4.02 and Article XI of the Third Amended and Restated Agreement of Limited Partnership of XHR LP, as amended by that certain First Amendment, dated as of May 5, 2015 (the “Partnership Agreement”), XHR GP, Inc., a Delaware corporation, as the General Partner (as defined in the Partnership Agreement), hereby amends the Partnership Agreement as follows in connection with the designation and issuance of 12.5% Series A Cumulative Non-Voting Preferred Units (as defined below):
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF JANUARY 11, 2018 AMONG XHR LP THE LENDERS PARTY HERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT WELLS FARGO BANK, NATIONAL ASSOCIATION AND KEYBANK NATIONAL ASSOCIATION, AS...Revolving Credit Agreement • January 12th, 2018 • Xenia Hotels & Resorts, Inc. • Hotels & motels • New York
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”) dated as of January 11, 2018, among XHR LP, a Delaware limited partnership, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
AMENDMENT NO. 1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • July 6th, 2020 • Xenia Hotels & Resorts, Inc. • Hotels & motels • New York
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”) dated as of January 11, 2018, among XHR LP, a Delaware limited partnership, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
PURCHASE AND SALE AGREEMENT BY AND AMONG GAINEY DRIVE ASSOCIATES, an Arizona general partnership, HC ROYAL PALMS, L.L.C., a Delaware limited liability company, AND XHR ACQUISITIONS, LLC, a Delaware limited liability company DATED AS OF OCTOBER 3, 2017...Purchase and Sale Agreement • February 27th, 2018 • Xenia Hotels & Resorts, Inc. • Hotels & motels
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of this 3rd day of October, 2017 (the “Effective Date”), by and among GAINEY DRIVE ASSOCIATES, an Arizona general partnership (“Gainey Seller”), HC ROYAL PALMS, L.L.C., a Delaware limited liability company (“RP Seller”; the Gainey Seller and the RP Seller are collectively and individually as the context requires, referred to in this Agreement as “Seller”), jointly and severally, and XHR ACQUISITIONS, LLC, a Delaware limited liability company (“Purchaser”). (Seller and Purchaser are sometimes referred to herein individually as a “Party”, and collectively as the “Parties”.)
AMENDED AND RESTATED SUBSIDIARY GUARANTYSubsidiary Guaranty • February 27th, 2018 • Xenia Hotels & Resorts, Inc. • Hotels & motels • New York
THIS AMENDED AND RESTATED SUBSIDIARY GUARANTY (“Guaranty”) is executed as of January 11, 2018, by each of the parties that is a signatory to this Guaranty (together with any other entity that may hereafter become a party hereto as provided herein, individually, a “Guarantor” and, collectively, the “Guarantors”), for the benefit of JPMORGAN CHASE BANK, N.A. (“Administrative Agent”), in its capacity as the administrative agent for the Lenders under the Credit Agreement defined below, for the benefit of itself and such Lenders. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement defined below.
XENIA HOTELS & RESORTS, INC. COMMON STOCK ($0.01 PAR VALUE PER SHARE) AMENDMENT NO. 3 TO EQUITY DISTRIBUTION AGREEMENT May 21, 2021Equity Distribution Agreement • May 21st, 2021 • Xenia Hotels & Resorts, Inc. • Hotels & motels • New York
AMENDMENT NO. 3, dated as of May 21, 2021 (the “Amendment No. 3”), by and among Xenia Hotels & Resorts, Inc., a Maryland corporation (the “Company”), XHR LP, a Delaware limited partnership (the “Operating Partnership”), and Wells Fargo Securities, LLC, Robert W. Baird & Co. Incorporated, Jefferies LLC, KeyBanc Capital Markets Inc. and Raymond James & Associates, Inc., as sales agents and/or principals (each, a “Manager” and, collectively, the “Managers”), to that certain Equity Distribution Agreement, dated March 2, 2018, as amended by Amendment No. 1 thereto, dated February 27, 2019, and as further amended by Amendment No. 2 thereto, dated August 19, 2020 (as so amended, the “Agreement”).
XHR LP, as Issuer, XENIA HOTELS & RESORTS, INC., as Parent, THE SUBSIDIARY GUARANTORS PARTY HERETO, as Subsidiary Guarantors, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 6.375% SENIOR SECURED NOTES DUE 2025Supplemental Indenture • August 18th, 2020 • Xenia Hotels & Resorts, Inc. • Hotels & motels • New York
INDENTURE, dated as of August 18, 2020, among XHR LP, a Delaware limited partnership (the “Issuer”), Xenia Hotels & Resorts Inc., a Maryland corporation (“Parent”), the Subsidiary Guarantors (as hereinafter defined) party hereto and Wilmington Trust, National Association, as Trustee (the “Trustee”).
