0001047469-03-001552 Sample Contracts

NOTE
RFS Hotel Investors Inc • January 16th, 2003 • Real estate investment trusts

This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Sixth Amended and Restated Revolving Credit Agreement among the Borrower, Bank of America, N.A., individually as a Lender and as Agent, Banc of America Securities LLC, and the other Lenders named therein, dated as of the date hereof (the "Agreement"), to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement.

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NOTE
RFS Hotel Investors Inc • January 16th, 2003 • Real estate investment trusts

This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Sixth Amended and Restated Revolving Credit Agreement among the Borrower, Bank of America, N.A., individually as a Lender and as Agent, Banc of America Securities LLC, and the other Lenders named therein, dated as of the date hereof (the "Agreement"), to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement.

NOTE
RFS Hotel Investors Inc • January 16th, 2003 • Real estate investment trusts

This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Sixth Amended and Restated Revolving Credit Agreement among the Borrower, Bank of America, N.A., individually as a Lender and as Agent, Banc of America Securities LLC, and the other Lenders named therein, dated as of October 31, 2002 (the "Agreement"), to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement.

SIXTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF OCTOBER 31, 2002 AMONG RFS PARTNERSHIP, L.P., AS BORROWER, RFS HOTEL INVESTORS, INC., AS GUARANTOR, RFS LEASING VII, INC., AS GUARANTOR, BANC OF AMERICA SECURITIES LLC, AS SOLE LEAD...
Revolving Credit Agreement • January 16th, 2003 • RFS Hotel Investors Inc • Real estate investment trusts • Tennessee

This SIXTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of October 31, 2002, is among RFS PARTNERSHIP, L.P., a Tennessee limited partnership (the "Borrower"), RFS HOTEL INVESTORS, INC., a Tennessee corporation ("RFS Investors"), RFS LEASING VII, INC., a Tennessee corporation ("RFS Leasing"), the several banks, financial institutions and other entities from time to time parties to this Agreement (collectively, the "Lenders"), and BANK OF AMERICA, N.A., a national banking association, (the "Agent").

October 31, 2002
RFS Hotel Investors Inc • January 16th, 2003 • Real estate investment trusts

We have acted as counsel to RFS Partnership, L.P., a Tennessee limited partnership (the "Borrower"), RFS Hotel Investors, Inc., its general partner and a Tennessee corporation ("RFS") and RFS Leasing VII, Inc. ("Leasing") (RFS and Leasing are collectively referred to as "Guarantors"), in connection with their execution and delivery of that certain Sixth Amended and Restated Revolving Credit Agreement among Borrower, Guarantors, and Bank of America, N.A., as well as various principal lenders made party from time to time thereto ("Lenders"), providing for Advances in an aggregate principal amount not exceeding $140,000,000. We are providing this opinion (the "Opinion") to Bank of America, N.A. ("Recipient") for itself and as Agent for the various Lenders from time to time party to the Sixth Restatement thereto, providing for Advances at the request of the Borrower and the Guarantors. Capitalized terms used in the Opinion shall have the meanings as set forth for them in the Sixth Restatem

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