Exhibit 10.16
FIRST AMENDMENT TO
SENIOR SECURED CREDIT AGREEMENT
FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT (this "Amendment"),
dated as of December 31, 2000 (the "Amendment Date"), is among MERISTAR H & R
OPERATING COMPANY, L.P., a Delaware limited partnership, as the Borrower
("Borrower"); the Guarantors; SOCIETE GENERALE, SOUTHWEST AGENCY, as Arranger
and Administrative Agent (the "Administrative Agent"); and the Lenders a party
hereto.
RECITALS:
A. The Borrower; the Administrative Agent; CITIBANK/XXXXXXX XXXXX XXXXXX,
as Syndication Agent; XXXXXX BROTHERS, INC., as Documentation Agent; and the
Lenders are parties to that certain Senior Secured Credit Agreement, dated as of
February 29, 2000 (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 February 28, 2001 (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 Super
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. From and after the Amendment Date, Section 7.07 of the Original Credit
Agreement is deleted in its entirety and replaced with the following:
"Section 7.07 Senior Leverage Ratio. The Parent shall not on
any date permit the Senior Leverage Ratio to exceed (a) on or prior to
February 20, 2001, 3.50 to 1.00, (b) for the period from and including
February 21, 2001 through and including December 31, 2001, 3.00 to
1.00, and (c) thereafter, 2.50 to 1.00."
5. 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 and (b) no Default or Event of Default
exists as of the Amendment Date.
6. This Amendment may be executed in multiple counterparts, each of which
shall be an original, but all of which shall constitute but one Amendment.
-2-
[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
Executed as of the date first set forth above.
BORROWER:
MERISTAR H & R OPERATING COMPANY, L.P.
By: MeriStar Hotels & Resorts, Inc., its
general partner
By:
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Name:
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Title:
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[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
SOCIETE GENERALE, SOUTHWEST AGENCY,
individually and as Arranger and
Administrative Agent
By:
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Name:
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Title:
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[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
XXXXXX BROTHERS, INC.
individually and as Documentation Agent
By:
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Name:
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Title:
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[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
CITIBANK/XXXXXXX XXXXX BARNEY,
individually and as Syndication Agent
By:
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Name:
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Title:
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[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
CITICORP REAL ESTATE, INC.
By:
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Name:
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Title:
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[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
CREDIT LYONNAIS NEW YORK BRANCH
By:
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Name:
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Title:
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[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
THE BANK OF NOVA SCOTIA, acting through
its New York Agency
By:
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Name:
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Title:
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[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 Guaranty and Contribution Agreement (the
"Guaranty") executed by the Guarantor dated February 29, 2000 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.
GUARANTORS
MERISTAR HOTELS & RESORTS, INC.
By:
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Name:
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Title:
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MERISTAR MANAGEMENT COMPANY, L.L.C.,
MERISTAR AGH COMPANY, L.L.C.
CAPSTAR WINSTON COMPANY, L.L.C.
CAPSTAR BK COMPANY, L.L.C.
CAPSTAR KCII COMPANY, L.L.C.
CAPSTAR ST. LOUIS COMPANY, L.L.C.
MERISTAR LAUNDRY, L.L.C.
MERISTAR PRESTON CENTER, L.L.C.
MERISTAR PINK SHELL, L.L.C.
By: MeriStar H & R Operating Company,
L.P., their managing member
By: MeriStar Hotels & Resorts, Inc.,
its general partner
By:
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Name:
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Title:
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[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
AGH LEASING, L.P.
By: MeriStar AGH Company, L.L.C., its
general partner
By: MeriStar H & R Operating
Company, L.P. its sole member
By: MeriStar Hotels & Resorts,
Inc., its general partner
By:
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Name:
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Title:
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[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
TWIN TOWERS LEASING, L.P.
By: AGH LEASING, L.P., its general
partner
By: MeriStar AGH Company, L.L.C., its
general partner
By: MeriStar H & R Operating
Company, L.P. its sole member
By: MeriStar Hotels & Resorts,
Inc., its general partner
By:
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Name:
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Title:
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CAPSTAR WYANDOTTE COMPANY, L.L.C.
By: CapStar KCII Company, L.L.C., its
sole member
By: MeriStar H & R Operating
Company, L.P. its sole member
By: MeriStar Hotels & Resorts,
Inc., its general partner
By:
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Name:
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Title:
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MERISTAR MANAGEMENT (CANMORE) LTD.
By:
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Name:
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Title:
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[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
MERISTAR PALMAS, L.P., Sen C., (S.E.)
By: MeriStar Palmas Corp., its limited
partner
By: MeriStar Hotels & Resorts,
Inc., its sole shareholder
By:
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Name:
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Title:
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