FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT
Exhibit 10.18.1
FIRST AMENDMENT TO
SENIOR SECURED CREDIT AGREEMENT
FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT (this “Amendment”), dated as of August 15, 2002 (the “Amendment Date”), is among MERISTAR H & R OPERATING COMPANY, L.P., a Delaware limited partnership, as the Borrower (“Borrower”); the Guarantors; SOCIÉTÉ GÉNÉRALE, as Administrative Agent (the “Administrative Agent”); and the Lenders a party hereto.
RECITALS:
A. The Borrower; the Administrative Agent; the Lenders and certain other parties are party to that certain Senior Secured Credit Agreement dated as of July 31, 2002 (the “Original Credit Agreement”).
B. The parties hereto desire to amend the Original Credit Agreement and the other Credit Documents (as defined in the Original Credit Agreement) as hereinafter provided.
NOW, THEREFORE, for and in consideration of the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. All terms used in this Amendment, but not defined herein, shall have the meaning given such terms in the Original Credit Agreement.
2. This Amendment shall become effective as of the Amendment Date if on or prior to the close of business on August 30, 2002 (the “Termination Date”) the following conditions precedent have been satisfied:
| a. | Documentation. The Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, the Guarantors and the Required Lenders. | ||
| b. | Representations and Warranties. The representations and warranties contained in this Amendment, and in each Credit Document shall be true and correct in all material respects both as of the Amendment Date and the date the other conditions to this Amendment’s effectiveness are satisfied except for changes which individually or in the aggregate do not constitute a Material Adverse Change. | ||
| c. | No Default. No Default or Event of Default shall exist as of either the Amendment Date or the date the other conditions to this Amendment’s effectiveness are satisfied. |
| d. | MHC Indebtedness. The documents evidencing the MHC Indebtedness shall be amended to permit the matters contemplated by this Amendment in a manner reasonably satisfactory to the Administrative Agent. |
If this Amendment does not become effective prior to the Termination Date, this Amendment shall be null and void; provided however that the Borrower shall still be obligated to reimburse Société Generale for costs and expenses incurred in connection with this Amendment.
3. The term “Credit Agreement” as used in the Credit Documents, shall mean the Original Credit Agreement, as amended by this Amendment.
4. From and after the Amendment Date, Section 4.08(a) of the Original Credit Agreement is amended by deleting the word “and” immediately prior to clause (v) and adding at the end of such paragraph immediately prior to the period the phrase “, and (vi) the repurchase of the Parent’s currently outstanding common stock as permitted by the provisions of Section 6.04(h)”. From and after the Amendment Date, Section 4.08(b) of the Original Credit Agreement is amended by adding after the first use of the phrase “Margin Stock” the phrase “(excluding the repurchase of the Parent’s currently outstanding common stock as permitted by the provisions of Section 6.04(h)”.
5. From and after the Amendment Date, Section 6.04 of the Original Credit Agreement is amended by deleting the word “and” at the end of paragraph (f), replacing the period at the end of paragraph (g) with the phrase “; and” and by adding a new paragraph (h) which reads as follows:
| “(h) provided that (i) no monetary Default or Default in the covenants set forth in Article VII has occurred and is continuing or would result therefrom, (ii) on the date of such Restricted Payment after taking into account such Restricted Payment (A) the Leverage Ratio shall be less than 4.50 to 1.00 and (B) the Senior Leverage Ratio shall be less than 2.75 to 1.00, and (iii) no Material Adverse Change has occurred, the Parent shall be entitled to repurchase up to $5,000,000 in the aggregate of the Parent’s currently outstanding common stock. Within ten (10) Business Days of any such Restricted Payments in the aggregate reaching increments of $250,000 (i.e., $250,000, $500,000, $750,000) the Borrower shall execute and deliver to the Administrative Agent an Adjustment Report dated as of the date of reaching such Restricted Payment increment which takes into account such Restricted Payments. To the extent that the Parent reaches multiple $250,000 increments over any ten (10) Business Day period, then an Adjustment Report need only be provided as of the date of the reaching the last such $250,000 increment in such ten (10) Business Day period. In addition, any Compliance Certificate delivered by the Borrower shall state the dollar amount of such Restricted Payments made in the Rolling Period covered by such Compliance Certificate and the amount of all such Restricted Payments in the aggregate.” |
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6. Each party hereto represents to the other parties hereto that such party is authorized to execute this Amendment. In addition, the Borrower and the Guarantors represent and warrant to the Lenders and the Administrative Agent that (a) the representations and warranties contained in this Amendment, and in each Credit Document are true and correct in all material respects as of the Amendment Date except for changes which individually or in the aggregate do not constitute a Material Adverse Change, (b) no Default or Event of Default exists as of the Amendment Date except for any such Default or Event of Default as is expressly waived or eliminated by this Amendment, and (c) such Persons have no claims, offsets, or counterclaims with respect to their respective obligations under the Credit Documents as of the Amendment Date.
7. This Amendment may be executed in multiple counterparts, each of which shall be an original, but all of which shall constitute but one Amendment.
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[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
EXECUTED as of the date first referenced above.
| BORROWER: |
| MERISTAR H & R OPERATING COMPANY, L.P. |
| By: Interstate Hotels & Resorts, Inc. (fka MeriStar Hotels & Resorts, Inc.), its general partner |
| By: /s/ James A. Calder Name: James A. Calder Title: CFO |
| [SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT] |
| SOCIÉTÉ GÉNÉRALE, individually as a Lender and as Administrative Agent, the Issuing Bank and the Alternate Currency Swing Line Lender |
| By: /s/ Thomas K. Day Name: Thomas K. Day Title: Managing Director |
[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
| CITICORP REAL ESTATE, INC. |
| By: /s/ Michael S. Chlopak Name: Michael S. Chlopak Title: |
[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
| LEHMAN COMMERCIAL PAPER INC. |
| By: /s/ Francis X Gilhool Name: Francis X Gilhool Title: Authorized Signatory |
[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
| CREDIT LYONNAIS NEW YORK BRANCH, individually as a Lender and as Documentation Agent |
| By: /s/ David Bowers |
| Name: David Bowers |
| Title: Vice President |
[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
| THE BANK OF NOVA SCOTIA, acting through its New York Agency |
| By: /s/ T.J. McNaught Name: T.J. McNaught Title: Director |
[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
JOINDER, CONSENT AND RATIFICATION
The Guarantors join in and consent to the terms and provisions of the attached Amendment and agree that the Security Agreement, the Environmental Indemnification Agreement and the Guaranty and Contribution Agreement (the “Guaranty”) executed by the Guarantors each dated July 31, 2002 remain in full force and effect, and further that the Guaranteed Obligations (as defined in the Guaranty) include the additional obligations of the Borrower under the attached Amendment.
This Joinder, Consent and Ratification is dated as of the date of the Amendment.
| GUARANTORS: |
| INTERSTATE HOTELS & RESORTS, INC. a Delaware corporation |
| By: /s/ James A. Calder Name: James A. Calder Title: CFO |
[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
| BRIDGESTREET CORPORATE HOUSING WORLDWIDE, INC. a Delaware corporation |
| By: /s/ James A. Calder Name: James A. Calder Title: CFO |
| MERISTAR MANAGEMENT (CANMORE) LTD. a British Columbia (Canada) corporation |
| By: /s/ James A. Calder Name: James A. Calder Title: CFO |
| MERISTAR MANAGEMENT (VANCOUVER-METRTOWN) LTD. a British Columbia (Canada) corporation |
| By: /s/ James A. Calder Name: James A. Calder Title: CFO |
| BRIDGESTREET CANADA, INC. an Ontario (Canada) corporation |
| By: /s/ James A. Calder Name: James A. Calder Title: CFO |
| BRIDGESTREET ACCOMMODATIONS, LTD. Incorporated under the laws of England and Wales |
| By: /s/ James A. Calder Name: James A. Calder Title: CFO |
[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
| BRIDGESTREET ACCOMMODATIONS LONDON LIMITED Incorporated under the laws of England and Wales |
| By: /s/ James A. Calder Name: James A. Calder Title: CFO |
| BRIDGESTREET WARDROBE PLACE LIMITED Incorporated under the laws of England and Wales |
| By: /s/ James A. Calder Name: James A. Calder Title: CFO |
| LORYT(1) LIMITED Incorporated under the laws of England and Wales |
| By: /s/ James A. Calder Name: James A. Calder Title: CFO |
| APALACHEE BAY SAS Incorporated under the laws of France |
| By: /s/ James A. Calder Name: James A. Calder Title: CFO |
[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
| MERISTAR MANAGEMENT COMPANY, L.L.C. a Delaware limited liability company |
| MERISTAR AGH COMPANY, L.L.C. a Delaware limited liability company |
| CAPSTAR WINSTON COMPANY, L.L.C. a Delaware limited liability company |
| CAPSTAR BK COMPANY, L.L.C. a Delaware limited liability company |
| CAPSTAR KCII COMPANY, L.L.C. a Delaware limited liability company |
| CAPSTAR WYANDOTTE COMPANY, L.L.C. a Delaware limited liability company |
| CAPSTAR ST. LOUIS COMPANY, L.L.C. a Delaware limited liability company |
| MERISTAR LAUNDRY, L.L.C. a Delaware limited liability company |
| MERISTAR PRESTON CENTER, L.L.C. a Delaware limited liability company |
| MERISTAR HGI COMPANY, L.L.C. a Delaware limited liability company |
| MERISTAR STORRS COMPANY, L.L.C. a Delaware limited liability company |
| MERISTAR VACATIONS, L.L.C. a Delaware limited liability company |
| THE NETEFFECT STRATEGIC ALLIANCE, LLC a Delaware limited liability company |
| MERISTAR FLAGSTONE, LLC a Delaware limited liability company |
| By: MeriStar H & R Operating Company, L.P. a Delaware limited partnership, its managing member |
| By: Interstate Hotels & Resorts, Inc. a Delaware corporation, its general partner |
| By: /s/ James A. Calder Name: James A. Calder Title: CFO |
[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
| BRIDGESTREET MARYLAND, LLC a Delaware limited liability company |
| BRIDGESTREET MINNEAPOLIS, LLC a Delaware limited liability company |
| BRIDGESTREET MIDWEST, LLC a Delaware limited liability company |
| BRIDGESTREET ARIZONA, LLC a Delaware limited liability company |
| BRIDGESTREET NEVADA, LLC a Delaware limited liability company |
| BRIDGESTREET SOUTHWEST, LLC a Delaware limited liability company |
| BRIDGESTREET OHIO, LLC a Delaware limited liability company |
| BRIDGESTREET CALIFORNIA, LLC a Delaware limited liability company |
| BRIDGESTREET COLORADO, LLC a Delaware limited liability company |
| BRIDGESTREET NORTH CAROLINA, LLC a Delaware limited liability company |
| BRIDGESTREET RALEIGH, LLC a Delaware limited liability company |
| By: MeriStar H & R Operating Company, L.P. a Delaware limited partnership, their sole member |
| By: Interstate Hotels & Resorts, Inc. a Delaware corporation, its general partner |
| By: /s/ James A. Calder Name: James A. Calder Title: CFO |
[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
| BRIDGESTREET TEXAS, L.P. a Delaware limited partnership |
| By: BridgeStreet Nevada, LLC a Delaware limited liability company, its partner |
| By: MeriStar H & R Operating Company, L.P. a Delaware limited partnership, its member |
| By: Interstate Hotels & Resorts, Inc. a Delaware corporation, its general partner |
| By: /s/ James A. Calder Name: James A. Calder Title: CFO |
| By: BridgeStreet Arizona, LLC a Delaware limited liability company, its partner |
| By: MeriStar H & R Operating Company, L.P. a Delaware limited partnership, its member |
| By: Interstate Hotels & Resorts, Inc. a Delaware corporation, its general partner |
| By: /s/ James A. Calder Name: James A. Calder Title: CFO |
[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
| INTERSTATE HOTELS COMPANY a Delaware corporation |
| INTERSTATE INVESTMENT CORPORATION a Delaware corporation |
| INTERSTATE PARTNER CORPORATION a Delaware corporation |
| INTERSTATE PROPERTY CORPORATION a Delaware corporation |
| INTERSTATE/KP HOLDING CORPORATION a Delaware corporation |
| NORTHRIDGE HOLDINGS, INC. a Delaware corporation |
| IHC HOLDINGS, INC. a Delaware corporation |
| INTERSTATE MEMBER INC. a Delaware corporation |
| CROSSROADS HOSPITALITY MANAGEMENT COMPANY a Delaware corporation |
| COLONY HOTELS AND RESORTS COMPANY a Delaware corporation |
| By: /s/ James A. Calder Name: James A. Calder Title: CFO |
| NORTHRIDGE INSURANCE COMPANY a corporation organized under the laws of the Cayman Islands |
| By: /s/ James A. Calder Name: James A. Calder Title: CFO |
[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
| INTERSTATE PROPERTY PARTNERSHIP, L.P. a Delaware limited partnership |
| By: Interstate Property Corporation a Delaware corporation, its general partner |
| By: /s/ James A. Calder Name: James A. Calder Title: CFO |
| INTERSTATE/DALLAS GP, L.L.C. a Delaware limited liability company |
| By: Interstate Property Corporation a Delaware corporation, its managing member |
| By: /s/ James A. Calder Name: James A. Calder Title: CFO |
| INTERSTATE KISSIMMEE PARTNER, L.P. a Delaware limited partnership |
| By: Interstate/KP Holding Corporation a Delaware corporation, its general partner |
| By: /s/ James A. Calder Name: James A. Calder Title: CFO |
[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
| INTERSTATE PITTSBURGH HOLDINGS, L.L.C. a Delaware limited liability company |
| INTERSTATE MANCHESTER COMPANY, L.L.C. a Delaware limited liability company |
| By: Interstate Property Partnership, L.P. a Delaware limited liability company, their sole member |
| By: Interstate Property Corporation a Delaware corporation, its general partner |
| By: /s/ James A. Calder Name: James A. Calder Title: CFO |
| INTERSTATE HOUSTON PARTNER, L.P. a Delaware limited partnership |
| INTERSTATE/DALLAS PARTNERSHIP, L.P. a Delaware limited partnership |
| By: Interstate Property Corporation a Delaware corporation, their general partner |
| By: /s/ James A. Calder Name: James A. Calder Title: CFO |
| INTERSTATE HOTELS, LLC a Delaware limited liability company |
| By: Northridge Holdings, Inc. a Delaware corporation, its managing member |
| By: /s/ James A. Calder Name: James A. Calder Title: CFO |
[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
| CONTINENTAL DESIGN AND SUPPLIES COMPANY, L.L.C. a Delaware limited liability company |
| IHC MOSCOW SERVICES, L.L.C. a Delaware limited liability company |
| PAH-HILLTOP GP, LLC a Delaware limited liability company |
| PAH-CAMBRIDGE HOLDINGS, LLC a Delaware limited liability company |
| CROSSROADS HOSPITALITY COMPANY, L.L.C. a Delaware limited liability company |
| IHC INTERNATIONAL DEVELOPMENT (UK), L.L.C. a Delaware limited liability company |
| IHC SERVICES COMPANY, L.L.C. a Delaware limited liability company |
| CROSSROADS HOSPITALITY TENANT COMPANY, L.L.C. a Delaware limited liability company |
| By: Interstate Hotels, LLC a Delaware limited liability company, their managing member |
| By: Northridge Holdings, Inc. a Delaware corporation, its managing member |
| By: /s/ James A. Calder Name: James A. Calder Title: CFO |
[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
| HILLTOP EQUIPMENT LEASING COMPANY, L.P. a Delaware limited partnership |
| By: PAH-Hilltop GP, LLC a Delaware limited liability company, its general partner |
| By: Interstate Hotels, LLC a Delaware limited liability company, its sole member |
| By: Northridge Holdings, Inc. a Delaware corporation, its managing member |
| By: /s/ James A. Calder Name: James A. Calder Title: CFO |
