Xenia Hotels Resorts Inc

Amended and Restated Credit Agreement

The information included in this portion of Part II-Item 5. Other Information of this Quarterly Report on Form 10-Q is provided in lieu of filing such information on a Current Report on Form 8-K under Item 1.01, Entry into a Material Definitive Agreement and Item 2.03, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On November 4, 2024, the XHR LP ("Borrower") amended and restated the credit agreement governing its corporate credit facilities to replace the credit facilities outstanding thereunder with a new $825 million senior unsecured credit facility comprised of a $500 million revolving line of credit (“Revolving Credit Facility”), a $225 million term loan (“2024 Initial Term Loan”), and a $100 million delayed draw term loan commitment (“2024 Delayed Draw Term Loan” and, together with the 2024 Initial Term Loan, the "2024 Term Loans"), pursuant to an amended and restated revolving credit and term loan agreement with a syndicate of bank lenders, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto (the “Amended and Restated Credit Agreement”).

A portion of the revolving loan commitments under the Amended and Restated Credit Agreement is available for the issuance of letters of credit in an amount not to exceed $25 million. The Amended and Restated Credit Agreement provides the Operating Partnership with the option to request an uncommitted increase in the revolving loan commitments and/or add an uncommitted term loan in an aggregate principal amount of $300 million.

The Revolving Credit Facility matures in November 2028 and can be extended up to an additional year. The Revolving Credit Facility’s interest rate is based on a pricing grid with a range of 145 to 275 basis points over the applicable adjusted term SOFR rate as determined by the Company’s leverage ratio. As of November 4, 2024, no borrowings were outstanding under the Revolving Credit Facility. The 2024 Initial Term Loan and 2024 Delayed Draw Term Loan each mature in November 2028, can be extended up to an additional year, and bear interest rates consistent with the pricing grid on the Revolving Credit Facility. The proceeds of the 2024 Initial Term Loan were used to refinance the Operating Partnership’s previously outstanding term loans, and the 2024 Delayed Draw Term Loan may be used by the Company to refinance other indebtedness and for general working capital purposes.

The Company may prepay the outstanding principal amount under the Amended and Restated Credit Agreement, in whole or in part, at any time, subject to prior notice to the administrative agent. The Amended and Restated Credit Agreement contains customary affirmative, negative and financial covenants, representations and warranties, and default provisions.

The Company has entered into an amended and restated guaranty (“Amended and Restated Parent Guaranty”) pursuant to which the Company has irrevocably and unconditionally guaranteed to JPMorgan Chase Bank, N.A., as administrative agent, for the benefit of the lenders party thereto, the payment and performance of the obligations of the Borrower under the Amended and Restated Credit Agreement as and when due and payable.

The description set forth in this Item 5 under the heading “Credit Agreement” does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Credit Agreement, which is attached to this Quarterly Report on Form 10-Q as Exhibit 10.1 and the Amended and Restated Parent Guaranty, which is also attached hereto as Exhibit 10.2, each of which is incorporated herein by reference.

Trading Arrangements

During the quarter ended September 30, 2024, there wereno adoptions, modifications, or terminations by directors or officers of Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements, each as defined in Item 408 of Regulation S-K.