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EXHIBIT 10.20
FIRST AMENDMENT TO
REVOLVING CREDIT AGREEMENT
THIS FIRST AMENDMENT AGREEMENT is entered into as of this 5th day of May,
1997, by and between BridgeStreet International Inc., a Delaware corporation
("Borrower"), and Fleet National Bank, a national banking association (the
"Bank").
W I T N E S S E T H:
WHEREAS, Borrower previously entered into a Revolving Credit Agreement with
the Bank, dated as of March 31, 1997 (the "Credit Agreement"), pursuant to the
terms of which the Bank has made available to the Borrower a revolving line of
credit of up to $10,000,000, and
WHEREAS, the Borrower has requested that the Bank modify a certain covenant
contained in the Credit Agreement; and
WHEREAS, the Bank has agreed to modify such covenant upon the terms and
conditions hereof, and in reliance on the covenants, representations and
warranties contained herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower and the Bank hereby
agree as follows:
I. AMENDMENT TO CREDIT AGREEMENT
1. The Credit Agreement is hereby amended by deleting Section 9.2 thereof
in its entirety and replacing it with the following:
"9.2 PROFITABLE OPERATIONS. The Borrower will not permit Consolidated
Net Income for any fiscal quarter to be less than $1.00; provided,
that Consolidated Net Income for the first quarter in fiscal year 1997
may be less than $1.00 due to the incurrence by Borrower of a charge
to earnings for non-cash compensation in an amount not to exceed
$600,000 (the "First Quarter Charge"); provided, further that the
Borrower's Consolidated Net Income for the first quarter of fiscal
year 1997 would have been $1.00 or more without giving effect to such
First Quarter Charge."
2. Each of the Note and Security Documents is hereby amended such that all
references to the Credit Agreement in any of the Note or Security Documents
shall be deemed to refer to the Credit Agreement as amended hereby.
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II. REPRESENTATIONS AND WARRANTIES
The Borrower hereby makes the following representations and warranties to
the Bank in connection herewith, upon which the Bank has relied:
A. REPRESENTATIONS IN LOAN DOCUMENTS. Each of the representations and
warranties made by or on behalf of the Borrower to the Bank in any of the Loan
Documents, as amended by and through this Agreement, was true and correct when
made and is true and correct on and as of the date hereof (except for
representations and warranties limited as to time or with respect to a specific
event, which representations and warranties shall continue to be limited as to
such time or event), with the same full force and effect as if each of such
representations and warranties had been made by the Borrower on the date hereof
and in this Agreement.
B. EVENTS OF DEFAULT. No Event of Default exists on the date hereof (after
giving effect to all of the arrangements and transactions contemplated by this
Agreement). No condition exists on the date hereof which would, with notice or
the lapse of time, or both, constitute an Event of Default.
C. BINDING EFFECT OF DOCUMENTS. This Agreement has been duly executed and
delivered to the Bank by the Borrower and is in full force and effect as of the
date hereof and constitutes the legal, valid and binding obligations of the
Borrower, enforceable against the Borrower in accordance with the terms hereof.
III. PROVISIONS OF GENERAL APPLICATION
A. NO OTHER CHANGES. Except as otherwise expressly provided by this
Agreement, all of the terms, conditions and provisions of the Credit Agreement
and each of the other Loan Documents remain unaltered, valid, binding and in
full force and effect in the form existing immediately prior to the execution
and delivery of this Agreement.
B. GOVERNING LAW. This Agreement is intended to take effect as a sealed
instrument and shall be deemed to be a contract under the internal laws of the
Commonwealth of Massachusetts.
C. BINDING EFFECT; ASSIGMENT. This Agreement shall be binding upon and
inure to the benefit of each of the parties hereto and their respective
successors and assigns.
D. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, but all such counterparts shall together constitute one agreement.
E. RATIFICATION AND CONFIRMATION. Except as otherwise expressly amended and
modified and supplemented herein, the Loan Documents are hereby ratified and
confirmed in all respects.
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F. CAPITALIZED TERMS. All capitalized terms used herein but not otherwise
defined herein shall have the meanings ascribed to them in the Credit Agreement.
IN WITNESS WHEREOF, the Borrower and the Bank have caused this First
Amendment to Credit Agreement to be executed as a sealed instruments by the duly
authorized officers as of the date first above written.
BRIDGESTREET INTERNATIONAL INC.
By: /s/ Xxxx X. Xxxxx, CFO and Treasurer
------------------------------------------
Its: Chief Financial Officer and Treasurer
FLEET NATIONAL BANK
By: /s/ Xxxx X. Xxxxxx
----------------------
Name: Xxxx X. Xxxxxx
Its: Vice President
4442071.WP6
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SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
This Second Amendment Agreement (the "Amendment") is entered into as of the
20th day of March, 1998, by and between BridgeStreet Accommodations, Inc., a
Delaware corporation (the "Borrower"), having its principal place of business at
00000 Xxxxxxxxxx Xx., Xxxxx, XX 00000, Fleet National Bank, a national banking
association ("Fleet") having an office for the transaction of business at Xxx
Xxxxxxx Xxxxxx, Xxxxxx, XX 00000 and Bank One, N.A., a national banking
association, having an office for the transaction of business at 00 Xxxxx Xxxx
Xxxxxx, Xxxxx, XX 00000 ("Bank One" and collectively with Fleet the "Banks").
W I T N E S S E T H
WHEREAS, the Borrower and Fleet have previously entered into a Revolving
Credit Agreement dated as of March 31, 1997 and amended by a First Amendment to
Revolving Credit Agreement dated as of May 5, 1997 (the "Credit Agreement"),
pursuant to the terms of which Fleet has made available to the Borrower a
revolving credit facility of up to ten million and 00/100 dollars ($10,000,000)
(the "Loan"); and
WHEREAS, Bank One was added as a party to the Credit Agreement by executing
an Assignment and Acceptance Agreement dated as of July 9, 1997, pursuant to
which Fleet Assigned a $5,000,000 interest in the Loan to Bank One representing
at the time 50% of the outstanding Loan; and
WHEREAS, the Loan is further evidenced by two Revolving Credit Notes dated
July 16, 1997, each in the face amount of five million and 00/100 ($5,000,000),
each made by the Borrower, one in favor of Fleet and one in favor of Bank One;
and
WHEREAS, the Borrower has requested that the Banks, among other things,
increase the amount of the Loan to twenty-five million and 00/100 dollars
($25,000,000) and amend the Credit Agreement as hereinafter provided; and
WHEREAS, the Banks have agreed to the requested increase to the Loan and to
the apportionment of the Loan as between them to be twenty million and 00/100
dollars ($20,000,000) to Fleet and five million and 00/100 dollars ($5,000,000)
to Bank One and to the other amendments to the Credit Agreement as hereinafter
provided.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower and the Banks hereby
agree as follows:
I. AMENDMENT TO CREDIT AGREEMENT
A. Notwithstanding anything contained in the Credit Agreement to the
contrary, from the date hereof through the Revolving Credit Loan Maturity Date,
the Credit
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Agreement shall be amended to change the name of the Borrower from "Bridge
Street International Inc." to "Bridge Street Accommodations, Inc."
B. Notwithstanding anything contained in the Credit Agreement to the
contrary, from the date hereof through the Revolving Credit Loan Maturity Date,
the Credit Agreement shall be amended to delete the definition of "Total
Commitment" on page 2 of the Credit Agreement and replace such definition with
the following:
"'TOTAL COMMITMENT'. The sum of the Commitments of the Banks, as in
effect from time to time. The Total Commitment initially is
$25,000,000."
C. Notwithstanding anything contained in the Credit Agreement to the
contrary from the date hereof through the Revolving Credit Loan Maturity Date,
the Credit Agreement shall be amended to delete the reference to ".375% per
annum" in the third line of Section 2.2 on page 11 and to replace such reference
with ".2% per annum."
D. Notwithstanding anything contained in the Credit Agreement to the
contrary, from the date hereof through the Revolving Credit Loan Maturity Date,
the Credit Agreement shall be amended to delete the reference to "(1.25%)" in
Section 2.5(b) on page 13 of the Credit Agreement and to replace such
reference with "(1.5%)".
E. Notwithstanding anything contained in the Credit Agreement to the
contrary, from the date hereof through the Revolving Credit Loan Maturity Date,
the Credit Agreement shall be amended to delete the term "Consolidated Total
Tangible Net Worth" wherever used and to replace such term with "Consolidated
Total Net Worth".
F. Notwithstanding anything contained in the Credit Agreement to the
contrary, from the date hereof through the Revolving Credit Loan Maturity Date,
the Credit Agreement shall be amended to delete Section 9.1 at page 38 of the
Credit Agreement in its entirety and to replace such section with the following;
"9.1. CONSOLIDATED TOTAL NET WORTH. The Borrower will maintain, at all
times, Consolidated Total Net Worth in an amount equal to at least:
(a) $34,500,000, as of December 31, 1997 and thereafter not less than
$34,500,000 PLUS
(b) fifty percent (50%) of Consolidated Net Income for each
successive fiscal quarter. No reduction shall be given in
calculating the Minimum Consolidated Total Tangible Net Worth for
any Consolidated Net Deficit"
G. Notwithstanding anything contained in the Credit Agreement to the
contrary, from the date hereof through the revolving Credit Loan Maturity Date,
the Credit Agreement shall be amended to delete Section 9.2 at page 39 of the
Credit Agreement in its entirety and to replace such section with the
following:
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"9.2. PROFITABLE OPERATIONS. The Borrower will not permit Consolidated Net
Income for any 2 consecutive fiscal quarters to be less than one dollar
($1.00)."
H. Notwithstanding anything contained in the Credit Agreement to the
contrary, from the date hereof through the Revolving Credit Loan Maturity Date,
the Credit Agreement shall be amended to delete Section 9.3 at page 39 of the
Credit Agreement in its entirety and to replace such section with the
following:
"9.3. LEVERAGE RATIO. The Borrower will not permit, as at the last day of
each fiscal quarter the Leverage Ratio to exceed 3.00:1.00."
I. Notwithstanding anything contained in the Credit Agreement to the
contrary, from the date hereof through the Revolving Credit Loan Maturity Date,
the Credit Agreement shall be amended to delete Section 9.4 at page 39 of the
Credit Agreement in its entirety and to replace such section with the following;
"9.4. MINIMUM CONSOLIDATED EBITDA. The Borrower will maintain, as at the
last day of any fiscal quarter, Consolidated EBITDA in an amount at least
equal to the greater of (a) $2,400,000, or (b) ninety percent (90%) of
consolidated EBITDA for the immediately preceding fiscal quarter, all as
determined for the four consecutive fiscal quarters of the Borrower ended
on such date."
J. Notwithstanding anything contained in the Credit Agreement to the
contrary, from the date hereof through the Revolving Credit Loan Maturity Date,
the Credit Agreement shall he amended to insert Section 9.5 immediately
following Section 9.4 at page 39 reading as follows:
"9.5 MINIMUM RENTAL OCCUPANCY". Borrower will maintain minimum rental
occupancy rates as follows; 1) as of the last day of the first calendar quarter
of 1998, the number of rental units for which the Company has executed lease
agreements with subtenants shall be equal to or greater than eighty percent
(80%) of the total number of rental units for which the Company is then
committed to pay rent; 2) as of the last day of each subsequent calendar quarter
through March 31, 1999, the number of rental units for which the Company has
executed lease agreements with Subtenants shall be greater than or equal to
eighty five percent (85%) of the total number of units for which the Company is
then committed to pay rent; and 3) as of the last day of each calendar quarter
thereafter through the Revolving Credit Loan Maturity Date the total number of
rental units for which the Borrower has executed rental agreements with
subtenants shall be greater than or equal to ninety percent (90%) of the total
number of units for which the Borrower is then committed to pay rent.
K. Notwithstanding anything contained in the Credit Agreement to the
contrary, from the date hereof through the Revolving Credit Loan Maturity Date,
the Credit Agreement shall be amended to delete SCHEDULE I in its entirety and
to replace such schedule with SCHEDULE I hereto.
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L. Notwithstanding anything contained in the Credit Agreement to the
contrary, from the date hereof through the Revolving Credit Loan Maturity Date,
the Credit Agreement shall be amended to delete Subsection 8.5.1(b)(iii) at page
36 of the Credit Agreement in its entirety and to replace such subsection
with the following:
"(iii) all of the assets material to the operation of the business of
the Person, being acquired or all or substantially all of the assets
being acquired and material to the operation of the business of the
Borrower shall be located in either North America or Europe;"
M. Notwithstanding anything contained in the Credit Agreement to the
contrary, from the date hereof through the Revolving Credit Loan Maturity Date,
the Credit Agreement shall be amended to remove the form of Revolving Credit
Note delivered to Fleet from EXHIBIT A thereto and replace such form of Note
with the form of Amended and Restated Revolving Credit Note delivered by the
Borrower to Fleet in connection with this Amendment.
N. Notwithstanding anything contained in the Credit Agreement to the
contrary, from the date hereof through the Revolving Credit Loan Maturity Date,
the Credit Agreement shall be amended by inserting a new subsection 8.5.1(b)(ix)
at page 36 of the Credit Agreement immediately following subsection
8.5.1(b)(viii) at page 36 of the Credit Agreement reading as follows:
"(ix) The proposed transaction will require a cash expenditure by the
Borrower of no more than $10,000,000."
O. Notwithstanding anything contained in the Credit Agreement to the
contrary, from the date hereof through the Revolving Credit Loan Maturity Date,
the Credit Agreement shall be amended to delete Section 8.5.2 at page 36 of the
Credit Agreement in its entirety and to replace such section with the
following:
"8.5.2. DISPOSITION OF ASSETS. Except as provided in SCHEDULE 8.5.2,
the Borrower will not, and will not permit its Subsidiaries to become
a party to or agree to or effect any disposition of assets, other than
the disposition of assets in the ordinary course of business,
consistent with past practices."
P. Notwithstanding anything contained in the Credit Agreement to the
contrary, from the date hereof through the Revolving Credit Loan Maturity Date,
the Credit Agreement shall be amended to insert SCHEDULE 8.5.2 hereto as
SCHEDULE 8.5.2.
II. ADDITIONAL AGREEMENTS
A. AGENT'S FEE. The Borrower shall pay to Fleet an Annual Agent's Fee
equal to $5,000, payable upon execution of this Amendment, and on March 31
every year thereafter.
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B. FIRST AMENDED AND RESTATED REVOLVING CREDIT NOTE. The Borrower shall
have executed a First Amended and Restated Revolving Credit Note dated as of
even date herewith in the face amount of $20,000,000 in favor of Fleet, which
First Amended and Restated Revolving Credit Note shall amend and restate the
Revolving Credit Note dated as of July 16, 1997, made by the Borrower, as maker,
in favor of Fleet as holder.
C. RETURN OF ORIGINAL NOTES. Fleet shall promptly, after execution and
delivery by the Borrower of the First Amended and Restated Revolving Credit
Note, return the Original Note to the Borrower at its principal place of
business.
III. REPRESENTATIONS AND WARRANTIES
The Borrower hereby make the following representations and warranties to
the Bank in connection herewith, upon which the Banks have relied:
A. REPRESENTATIONS IN LOAN DOCUMENTS. Each of the representations and
warranties made by or on behalf of the Borrower to the Banks in any of the Loan
Documents, was true and correct in all material respects when made and is true
and correct in all material respects on and as of the date hereof (except for
representations and warranties limited as to time or with respect to a specific
event, which representations and warranties shall continue to be limited as to
such time or event) with the same full force and effect as if each of such
representation and warranties have been made by the Borrower on the date hereof
and in this Amendment.
B. EVENTS OF DEFAULT. No Event of Default exists on the date hereof
(after giving effect to all of the arrangements and transactions contemplated
by this Agreement). No condition exists on the date hereof which would, with
notice or the lapse of time, or both, constitute an Event of Default.
C. BINDING EFFECT OF DOCUMENTS.
1. This Amendment has been duly executed and delivered to the Banks by
the Borrower and is in full force and effect as of the date hereof, and this
Amendment constitutes the legal, valid and binding obligation of Borrower,
enforceable against the Borrower in accordance with its terms.
2. The obligations of the Borrower to repay to the Banks all of the
unpaid principal of each of the Revolving Credit Loans made pursuant to the
Credit Agreement, as amended hereby, to pay to the Banks all of the unpaid
interest accrued or to accrue thereon, and to Pay to the Banks all of the other
obligations of the Borrower is and will continue to be entitled to all of the
benefits and to all of the security created by the Loan Documents.
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IV. PROVISIONS OF GENERAL APPLICATION
A. EXPENSES. Borrower shall pay to the Banks upon execution of this
Amendment, amounts sufficient to cover the Banks expenses, including its
reasonable attorneys' fees, in connection with this Amendment.
B. NO OTHER CHANGES. Except as otherwise expressly provided by this
Amendment all of the terms, conditions and provisions of the Credit Agreement,
and each of the other Bank Agreements remain unaltered, valid, binding and in
full force and effect in the form existing immediately prior to the execution
and delivery of this Amendment. Except as otherwise expressly provided by this
Agreement, nothing herein is intended or shall be construed so as to limit,
discharge, release, diminish or otherwise modify any indebtedness, obligations,
liabilities or duties of Borrower.
C. GOVERNING LAW. This Amendment and the rights and obligations of each
of the parties hereto shall be governed by and interpreted and determined in
accordance with the internal laws of the Commonwealth of Massachusetts.
D. BINDING EFFECT; ASSIGNMENT. This Amendment shall be binding upon and
inure to the benefit of each of the parties hereto and their respective
successors and assigns.
E. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, but all such counterparts shall together constitute one agreement.
F. RATIFICATION. Except as otherwise expressly amended and modified and
supplemented herein, the Loan Documents are hereby ratified and confirmed in all
respects.
G. DEFINITIONS. All capitalized terms used herein but not defined herein
shall have the meanings ascribed to such terms in the Credit Agreement.
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SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
Counterpart Signature Page
IN WITNESS WHEREOF, each of the undersigned have executed this Second
Amendment by a duly authorized representative as of the 19th day of March
1998.
BORROWER:
BRIDGESTREET ACCOMMODATIONS, INC.
By: /s/ Xxxx X. Xxxxx, CFO & Treasurer
-----------------------------------------
Name: Xxxx X. Xxxxx
Title: CFO & Treasurer
BANKS:
FLEET NATIONAL BANK,
Individually and as Agent
By: /s/ Xxxxx Xxxxx
-----------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
BANK ONE, N.A.
By: /s/ Xxxxxxx X. France, Jr.
-----------------------------------------
Name: Xxxxxxx X. France, Jr.
Title:
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SCHEDULE I
Name and Address of Bank Commitment Amount Commitment %
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1. Fleet National Bank $20,000,000 80%
Xxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
2. Bank One $ 5,000,000 20%
00 Xxxxx Xxxx Xxxxxx
Xxxxx, XX 00000
