EXHIBIT 10.3
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FIRST AMENDMENT TO AMENDED AND RESTATED
SENIOR UNSECURED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR UNSECURED CREDIT
AGREEMENT (this "Amendment") is dated as of November 5, 1998 (the
"Amendment Date") and is among LASALLE HOTEL OPERATING PARTNERSHIP, L.P., a
Delaware limited partnership ("Borrower"), SOCIETE GENERALE, SOUTHWEST
AGENCY, as Arranger and Administrative Agent (the "Administrative Agent"),
the other agents that are described herein, and the banks and other
financial institutions (the "Banks") that are a party hereto.
RECITALS:
A. The Borrower, the Administrative Agent, the other agents that
are described therein, and the Banks are parties to that certain Amended
and Restated Senior Unsecured Credit Agreement dated as of October 30,
1998, (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 November 15, 1998 (the
"Termination Date") the following conditions precedent have been satisfied:
(a) DOCUMENTATION. The Documentation 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.
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 Societe Generale, Southwest Agency
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. The following definition shall be added to the Credit
Agreement:
(a) "AGGREGATE PROPERTY ADJUSTED EBITDA" means, for any
Rolling Period, the sum of (a) the Adjusted EBITDA for such Rolling Period
for each Hotel Property owned by the Parent or any of its Subsidiaries PLUS
(b) the Unconsolidated Entity Percentage of the Adjusted EBITDA for such
Rolling Period for each Hotel Property owned by an Unconsolidated Entity of
the Parent or any of its Subsidiaries; PROVIDED that if any such Property
has been sold or conveyed in such period, the Adjusted EBITDA from such
Property shall be excluded from the calculation of Aggregate Property
Adjusted EBITDA for such period; PROVIDED FURTHER that if any such Property
was acquired in such period, the Adjusted EBITDA from such Property during
such entire period shall be included in the calculation of Aggregate
Property Adjusted EBITDA for such period, adjusted to provide for a deemed
management fee in lieu of the actual management fee incurred for such
Property before the date of acquisition of such Property equal to the
product of (i) gross revenues from such Property for the period of time
prior to acquisition TIMES (ii) the greater of (A) three percent (3%) and
(B) the base management fee percentage contracted for such Property
subsequent to the date of acquisition.
5. The definition of "Applicable Margin" is modified by adding a
row for Level IX Status at the end of such definition as follows:
Level IX Status .375% 2.00% .25%
6. The definition of "Borrowing Base Requirements" is modified as
follows:
(A) by deleting all of clause (b) and replacing such clause
with the phrase "(b) both the Investment Amount and total guest rooms for
the Eligible Properties which are located in any one state in the aggregate
shall not exceed (i) prior to June 30, 2000, 25% and (ii) thereafter, 20%
(except for New York, Florida, and Texas which shall not exceed 30% for
each such state and California which shall not exceed (i) prior to June 30,
2000, 40% and (ii) thereafter, 30%) of the Investment Amount and total
guest rooms, as applicable, for all Eligible Properties;"; and
(B) by deleting from clause (d)(i) the phrase "prior to June
30, 1999, 30%" and replacing such phrase with the phrase "prior to June 30,
2000, 35%".
7. The definition of "Status" is modified by deleting all language
up to and including the definition of "Level VIII Status" and replacing it
with the following:
"STATUS" means the existence of Level I Status, Level II
Status, Level III Status, Level IV Status, Level V Status, Level VI Status,
Level VII Status, Level VIII Status, or Level IX Status, as the case may
be. As used in this definition:
"LEVEL I STATUS" exists at any date if, at such date, the
Parent has a long-term senior unsecured actual or implied debt rating of A-
or better by S&P and A3 or better by Xxxxx'x;
"LEVEL II STATUS" exists at any date if, at such date, the
Parent has a long-term senior unsecured actual or implied debt rating of
BBB+ by S&P and Baal by Xxxxx'x;
"LEVEL III STATUS" exists at any date if, at such date, the
Parent has a long-term senior unsecured actual or implied debt rating of
BBB by S&P and Baa2 by Xxxxx'x;
"LEVEL IV STATUS" exists at any date if, at such date, the
Parent has a long-term senior unsecured actual or implied debt rating of
BBB- by S&P and Baa3 by Xxxxx'x;
"LEVEL V STATUS" exists at any date if, at such date, (a) none
of Level I Status through Level IV Status or Level IX Status exists and (b)
the Leverage Ratio is less than or equal to 25%;
"LEVEL VI STATUS" exists at any date if, at such date, (a) none
of Level I Status through Level IV Status or Level IX Status exists and
(b) the Leverage Ratio is greater than 25% but less than or equal to 35%;
"LEVEL VII STATUS" exists at any date if, at such date, (a)
none of Level I Status through Level IV Status or Level IX Status exists
and (b) the Leverage Ratio is greater than 35% but less than or equal to
45%;
"LEVEL VIII STATUS" exists at any date if, at such date, (a)
none of Level I Status through Level IV Status or Level IX Status exists
and (b) the Leverage Ratio is greater than 45% but less than or equal to
50%; and
"LEVEL IX STATUS" exists at any date if, at such date, (a) none
of Level I Status through Level IV Status exist and (b) the Parent's Total
Liabilities are in excess of the product of (i) five (5) TIMES (ii)
Aggregate Property Adjusted EBITDA for the Rolling Period which ended
immediately prior to such date.
8. Section 2.02(c)(i) is modified by deleting the phrase
"$2,000,000" and replacing such phrase with the phrase "1,000,000".
9. Section 2.02(c)(iii) is modified by deleting the phrase "six"
and replacing such phrase with the phrase "eight".
10. Section 6.04 is modified by (A) deleting the word "and" at the
end of clause (d) and the period at the end of clause (e), (B) adding the
phrase "; and" at the end of clause (e), and (C) adding a new clause (f)
which reads as follows:
"(f) provided no Default has occurred and is continuing or
would result therefrom, the Parent may repurchase up to $25,000,000 of
Parent Common Stock in the aggregate."
11. Section 6.07(d) is modified by adding the following phrase
after the phrase "Asset Value" in clause (iii):
"and have not for any individual Unconsolidated Entity incurred
Indebtedness which exceeds 75% of the lesser of the appraised value or the
Investment Amount of the Hotel Properties owned by such Unconsolidated
Entity".
12. Section 7.05 is modified by deleting the phrase "the product of
(i) the Parent's Adjusted EBITDA (on a Consolidated basis) for the
preceding Rolling Period MULTIPLIED BY (ii) five (5)" and replacing such
phrase with the phrase "the product of (i) the Aggregate Property Adjusted
EBITDA for the preceding Rolling Period MULTIPLIED BY (ii) (A) for the
Rolling Periods ending on September 30, 1998 through June 30, 1999, 5.5,
(B) for the Rolling Periods ending on September 30, 1999 through December
31, 1999, 5.25, and (C) for any Rolling Period thereafter, 5.0".
13. Each party hereto represents to the other parties hereto that
such party is authorized to execute this Amendment. In addition, the
Borrower represents and warrants to the Banks and the Agents 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 and (b) no Default or Event of
Default exists as of the Amendment Date.
14. This Amendment may be executed in multiple counterparts, each
of which shall be an original, but all of which shall constitute but one
Amendment.
[SIGNATURE PAGE OF FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR UNSECURED
CREDIT AGREEMENT]
Executed as of the date first set forth above.
BORROWER:
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LASALLE HOTEL OPERATING PARTNERSHIP,
L.P.
By: LaSalle Hotel Properties,
its general partner
By: /S/ XXXX XXXXX
Name: Xxxx Xxxxx
Title: Chief Financial Officer
[SIGNATURE PAGE OF FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR UNSECURED
CREDIT AGREEMENT]
JOINDER, CONSENT AND RATIFICATION
The Guarantors join in and consent to the terms and provisions of the
attached Amendment and agrees that the Guaranty and Contribution Agreement
(the "Guaranty") executed by the Guarantor dated as of even date as the
Original Credit Agreement remains in full force and effect and 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.
LASALLE HOTEL PROPERTIES, a Maryland real
estate investment trust
By: /S/ XXXX XXXXX
Title: Chief Financial Officer
LHO MISSION BAY HOTEL, L.P., a California
limited partnership
By: LaSalle Hotel Operating Partnership,
L.P., a Delaware limited partnership, its general partner
By: LaSalle Hotel Properties,
its general partner
By: /S/ XXXX XXXXX
Name: Xxxx Xxxxx
Title: Chief Financial Officer
[SIGNATURE PAGE OF FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR UNSECURED
CREDIT AGREEMENT]
SOCIETE GENERALE, SOUTHWEST AGENCY,
individually and as Co-Arranger, Administrative Agent, and Documentation
Agent
By: /S/ HUVISHKA ALI
Title: Vice President
[SIGNATURE PAGE OF FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR UNSECURED
CREDIT AGREEMENT]
BANK OF MONTREAL, CHICAGO BRANCH.,
individually and as Co-Arranger and Syndication Agent
By: /S/ XXXX X. XXXX, XX.
Title: Director
[SIGNATURE PAGE OF FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR UNSECURED
CREDIT AGREEMENT]
BANKBOSTON, N.A.
By: /S/ XXXX X. XXXXX
Title: Vice President
[SIGNATURE PAGE OF FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR UNSECURED
CREDIT AGREEMENT]
CREDIT LYONNAIS NEW YORK BRANCH
By: /S/ XXX XXXXXXXX
Title: Vice President
[SIGNATURE PAGE OF FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR UNSECURED
CREDIT AGREEMENT]
LASALLE NATIONAL BANK
By: /S/ XXXX X. XXXX
Title: First Vice President
[SIGNATURE PAGE OF FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR UNSECURED
CREDIT AGREEMENT]
STAR BANK, N.A.
By: /S/ XXXXX X. XXXXXXX
Title: Assistant Vice President