1
Exhibit 4.2(b)
AMENDMENT
AMENDMENT (this "Amendment"), dated as of October 21, 1996,
among Interstate Hotels Company, Interstate Hotels Corporation and the lending
institutions party to the Credit Agreement referred to below. All capitalized
terms used herein and not otherwise defined shall have the respective meanings
provided such terms in the Credit Agreement referred to below.
W I T N E S S E T H :
WHEREAS, the Borrower, Holdings, the Banks and Credit
Lyonnais New York Branch as Administrative Agent are parties to the Credit
Agreement, dated as of June 25, 1996 (as amended, modified or supplemented to
the date hereof, the "Credit Agreement");
WHEREAS, Holdings and the Borrower have requested that the
Banks agree to amend certain provisions of the Credit Agreement, and the Banks
are willing to amend such provisions, subject to and on the terms and
conditions set forth herein;
NOW THEREFORE, it is agreed:
1. The Credit Agreement is hereby amended as follows:
(a) The phrase "Term Facility or the Revolving Facility" in
the first sentence of Section 1.01 is changed to read "Term Facility,
the Revolving Facility or the Additional Term Facility".
(b) All references to "Term Loan" or "Term Loans" in Sections
1.01(a), 1.05(a), 1.05(b), 1.07 and 1.09(a)(vi) shall be changed to
refer to "Term A Loan" or "Term A Loans", respectively.
(c) A new clause (c) is added to Section 1.01 to read:
"(c) Loans under the Additional Term Facility (each
a "Term B Loan" and, collectively, the "Term B Loans"): (i)
shall be made pursuant to a single Borrowing on the Amendment
Date; (ii) except as hereinafter provided, may, at the option
of the Borrower, be incurred
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and maintained as, and/or converted into, Base Rate Loans or
Eurodollar Loans, provided that all Term B Loans made by all
Banks pursuant to the same Borrowing shall, unless otherwise
specifically provided herein, consist entirely of Term B
Loans of the same Type; and (iii) shall not exceed in initial
aggregate principal amount for any Bank the Additional Term
Commitment, if any, of such Bank as in effect on the
Amendment Date. Once repaid, Term B Loans borrowed hereunder
may not be reborrowed."
(d) Section 1.02 is amended by changing the reference to
"eight" therein to read "12".
(e) Section 1.05(a) is amended by (i) deleting the "and"
immediately prior to "(ii)" therein and (ii) inserting at the end of
said Section the following:
"and (iii) if Term B Loans, by a promissory note
substantially in the form of Annex A to the Amendment with
blanks appropriately completed in conformity herewith (each
an "Additional Term Note" and, collectively, the "Additional
Term Notes")."
(f) Section 1.05 is further amended by renumbering clause (d)
as clause (e) and inserting a new clause (d) to read:
"(d) The Additional Term Note issued to a Bank
shall: (i) be executed by the Borrower; (ii) be payable to
the order of such Bank and be dated the Amendment Date; (iii)
be in a stated principal amount equal to the Additional Term
Commitment of such Bank (or in the case of a new Note issued
pursuant to Section 12.04, the Term B Loans evidenced thereby
at the time of issuance) and be payable in the principal
amount of Term B Loans evidenced thereby; (iv) mature on the
TF Maturity Date; (v) bear interest as provided in the
appropriate clause of Section 1.08 in respect of the Base
Rate Loans and Eurodollar Loans, as the case may be,
evidenced thereby; (vi) be subject to mandatory repayment as
provided in Section 4.02; and (vii) be entitled to the
benefits of this Agreement and the other Credit Documents."
(g) Section 1.06 is amended by inserting immediately prior to
the reference to Base Rate Loans in clause (i) thereof the phrase
"Term B Loans or Revolving Loans that are".
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(h) Section 1.09(a) is amended by (x) inserting at the end of
the first sentence thereof the phrase ", subject to the provisions of
clause (iv) of the next sentence" and (y) deleting all of clause (iv)
of the second sentence thereof and inserting in lieu thereof:
"(iv) subject to the foregoing clauses (i) through
(iii), only a PSD Interest Period shall be available to be
selected prior to the Syndication Date for all Term B Loans
and Revolving Loans, with all Term B Loans constituting
Eurodollar Loans during said period to be outstanding
pursuant to a single Borrowing and all Revolving Loans
constituting Eurodollar Loans during said period to be
outstanding pursuant to a single Borrowing, with both such
Borrowings to commence and end on the same day."
(i) Section 1.09(a) is further amended by renumbering clause
(vii) as clause (viii) and inserting a new clause (vii) to read:
"(vii) no Interest Period with respect to any
Borrowing of Term B Loans may (x) extend beyond any date upon
which a Scheduled Repayment is required to be made if, after
giving effect to the selection of such Interest Period, the
aggregate principal amount of Term B Loans maintained as
Eurodollar Loans with Interest Periods ending after such date
would exceed the aggregate principal amount of Term B Loans
permitted to be outstanding after such Scheduled Repayment or
(y) extend beyond the TF Maturity Date; and"
(j) Section 3.03(c) is amended by changing the reference to
"$5,000,000" therein to read "$10,000,000".
(k) Section 4.01 shall be amended by adding after the phrase
"Section 4.01" in clause (iv) thereof the phrase "shall be applied to
the Term A Loans and the Term B Loans pro rata among same and".
(l) Section 4.02(A)(f) is amended by (x) replacing the "and"
in the second parenthetical contained therein with a comma and (y)
adding immediately after the word "employees" contained in such
parenthetical the phrase "and (iii) Excluded Proceeds".
(m) Section 4.02(A) is further amended by adding a new clause
(k) to read:
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"(k) On each date set forth below the Borrower shall
be required to repay the principal amount of Term B Loans as
is set forth opposite such date (each such repayment, also a
"Scheduled Repayment"):
Scheduled Repayment Date Amount
March 26, 1997 $ 650,000
June 26, 1997 650,000
September 26, 1997 1,300,000
December 26, 1997 1,300,000
March 26, 1998 1,300,000
June 26, 1998 1,300,000
September 26, 1998 2,000,000
December 26, 1998 2,000,000
March 26, 1999 2,000,000
June 26, 1999 2,000,000
September 26, 1999 3,300,000
December 26, 1999 3,300,000
March 26, 2000 3,300,000
June 26, 2000 3,300,000
September 26, 2000 4,600,000
December 26, 2000 4,600,000
March 26, 2001 4,600,000
June 26, 2001 4,600,000
September 26, 2001 5,300,000
December 26, 2001 5,300,000
March 26, 2002 5,300,000
June 26, 2002 5,300,000
September 26, 2002 6,000,000
December 26, 2002 6,000,000
March 26, 2003 6,000,000
TF Maturity Date 14,700,000"
(n) Section 6.05(a) is amended by adding at the end of the
last sentence thereof the phrase "provided that the proceeds of
Revolving Loans may not be utilized to fund payments under the
guaranty of the Borrower permitted by Section 8.04(f)(C) hereof".
(o) Section 8.02(d) is amended to add after the phrase "15
days prior to the date of such acquisition" the phrase "other than the
New Partnership Acquisition".
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(p) Section 8.04 of the Credit Agreement is amended by (i)
deleting the "and" prior to clause (B) in subsection 8.04(f) and
inserting at the end of such subsection the phrase "and (C) the
Borrower constituting a guaranty of the lease obligations of New
Partnership at any time prior to its becoming a Subsidiary Guarantor";
(ii) adding after the reference to "$70,000,000" in subsection 8.04(g)
the phrase "or, in the case of Non-Recourse Debt in excess of
$50,000,000, $110,000,000"; (iii) changing the reference to
"$50,000,000" in subsection 8.04(g) to read "$100,000,000"; (iv)
deleting the "and" after subsection 8.04(h) and inserting "; and" in
lieu of the period at the end of subsection 8.04(i); and (v) inserting
a new subsection 8.04(j) to read:
"(j) Permitted Subordinated Debt."
(q) Section 8.06(b) is amended by (i) adding immediately
after the phrase "Capitalized Lease Obligations" therein the phrase
"and NP Lease Obligations" and (ii) changing the reference to
"$2,500,000" therein to read "$4,000,000".
(r) Section 8.08 is amended to add at the end thereof the
phrase "and provided that the Interests Exchange will not violate this
Section".
(s) Section 8.14 is amended by (x) adding an "(A)"
immediately prior to "Holdings" at the beginning of such Section, (y)
adding "; and" immediately after "2.25:1" and inserting the following:
"(B) Holdings will not permit the Adjusted Debt Service
Coverage for any Test Period to be less than 1.50:1."
(t) Section 8.10 is amended by (a) changing the heading to
read "Leverage Ratios"; (b) inserting "(a)" prior to "The Borrower";
(c) inserting "Senior" prior to "Total Indebtedness"; and (d) adding a
new clause (b) to read:
"(b) The Borrower will not permit the ratio of (i) Modified
Total Indebtedness as of a date set forth below to (ii) EBITDA for the
Test Period ended on such date to be greater than the ratio set forth
opposite such date below:
Date Ratio
December 31, 1996, March 31,
June 30, September 30 and
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December 31, 1997 5.25:1
March 31, June 30, September 30 and
December 31, 1998, March 31, June 30,
September 30 and December 31, 1999 5.00:1
March 31, June 30, September 30 and
December 31, 2000, March 31, June 30,
September 30 and December 31, 2001 4.75:1
March 31, June 30, September 30
and December 31, 2002 4.50:1
March 31, 2003 and each
fiscal quarter thereafter 4.25:1
(u) Section 8.13 is amended by adding at the end thereof a
phrase to read:
"plus (z) 60% of each increase to the Consolidated Net Worth
of Holdings resulting from each public offering of the common
stock of Holdings after the Amendment Date".
(v) Section 8.15 is amended by adding at the end of the first
sentence thereof the phrase "provided that New Partnership may become
a Subsidiary pursuant to the New Partnership Acquisition even though
it will not be at such time a Wholly-Owned Subsidiary or a Specified
Subsidiary".
(w) Section 10 is amended as follows:
(I) the definition of Eurodollar Rate is amended by
adding after the phrase "clause (i)" therein the phrase "and,
in any event, in respect of the Eurodollar Rate to apply to a
PSD Interest Period".
(II) the definition of Facility is amended by
changing the phrase "either" to "any" and adding after the
phrase "Term Facility" the phrase ", the Additional Term
Facility".
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(III) the definition of "Note" shall be amended in
its entirety to read:
"Note" shall mean and include each Term
Note, each Additional Term Note and each Revolving
Note.
(IV) the definition of NRD Borrower and NRL
Subsidiary are each amended by changing the phrase
"corporation (i) all of the capital stock of which "in each
thereof to read "corporation or limited liability company (i)
all of the capital stock or ownership interests of which".
(V) the definition of Permitted Acquisition is
amended by adding at the end thereof the phrase "and provided
that, in any event, the New Partnership Acquisition shall
constitute a Permitted Acquisition".
(VI) the definition of PSD Interest Period is
amended in its entirety to read:
"PSD Interest Period" shall mean an
Interest Period for any Term B Loans or
Revolving Loans commenced prior to the
Syndication Date that satisfies the
requirements of Section 1.09(a)(iv) and (y) is
15 days in length, provided that the final PSD
Interest Period shall be such shorter or longer
period as is necessary to end on the 26th day
of the month in which the Syndication Period
ends (as selected by the Administrative Agent).
(VII) the definition of Scheduled Repayment is
amended by adding the phrase "and in Section 4.02(A)(k)" at
the end thereof.
(VIII) the definition of Specified Asset sale is
amended by deleting the phrase "Initial Borrowing Date" and
inserting in lieu thereof the date "October 25, 1996".
(IX) the definition of Syndication Date is amended in
its entirety to read:
"Syndication Date" shall mean the earlier
of (x) the date which is 60 days after the Amendment
Date and (y) the date upon which the Administrative
Agent determines in its sole discretion
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(and notifies the Borrower) that the primary
syndication of the Additional Loans and Incremental
Revolving Commitments has been completed.
(X) the definition of Term Loan is amended in its
entirety to read:
"Term Loans" shall mean the Term A Loans
and for all purposes of this Agreement other than
Section 4.02(A)(c) and the Term Notes, the Term B
Loans.
(XI) the following new definitions are added in
appropriate alphabetical order:
"Additional Term Commitment" shall mean for
each Bank listed on Annex B to the Amendment the
amount set forth opposite its name on such Annex B
under the heading "Additional Term Commitment",
which Commitment shall terminate on the Amendment
Date after the making of the Term B Loans.
"Additional Term Facility" shall mean the
Facility evidenced by the Additional Term
Commitment.
"Additional Term Note" shall have the
meaning provided in Section 1.05(a).
"Adjusted Debt Service Coverage Ratio"
shall mean, for any Test Period, the ratio of (x)
Adjusted EBITDA to (y) Adjusted Total Debt Service,
in each case for such Test Period.
"Adjusted EBITDA" shall mean for any
period, the sum of (x) EBITDA for such period plus
(y) Total Lease Expense for such period to the
extent deducted in determining such EBITDA.
"Adjusted Total Debt Service" shall mean,
for any period, the sum of (x) Total Debt Service
for such period plus (y) Total Lease Expense for
such period.
"Amendment" shall mean the Amendment dated
as of October 21, 1996 to this Agreement.
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"Amendment Date" shall mean the date on
which the Amendment became effective in accordance
with its terms.
"Companies" shall mean and include Trust
Leasing, Inc. and Trust Management, Inc., each a
Tennessee corporation.
"Excluded Proceeds" shall mean the net cash
proceeds, if any, of up to $200 million from a
public issuance of common equity by Holdings
effected after the Amendment Date and prior to
January 15, 1997.
"GP" shall have the meaning provided in the
definition of New Partnership Acquisition.
"Interests Exchange" shall mean the
exchange or exchanges of the Companies' limited
partnership interests in New Partnership for common
stock of Holdings as provided for in the NP
Acquisition Documents.
"Modified Senior Total Indebtedness" shall
mean at any time (x) Modified Total Indebtedness at
such time less (y) the outstanding principal amount
of Permitted Subordinated Debt at such time.
"New Partnership" shall mean a newly
created limited partnership in which the sole
general partner shall be an indirect Wholly-Owned
Subsidiary of the Borrower ("GP") and the sole
limited partners shall be the Companies, or any
successor thereto in which the Borrower and the
Subsidiary Guarantors are the sole partners and/or
shareholders.
"New Partnership Acquisition" shall mean
and include (i) the acquisition of the sole general
partnership interest in New Partnership by GP
concurrently with the contribution by GP of
approximately $500,000 of working capital to New
Partnership; (ii) the acquisition of the sole
limited partnership interests in New Partnership by
the Companies concurrently with the contribution by
the Companies to New Partnership of all of the
management agreements, hotel leases and similar
contracts and agreements of the Companies, which
partnership interests shall be exchangeable, in
whole or in part, at the option of the
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Companies, for common stock of Holdings as provided
for in the NP Acquisition Documents; (iii) the
execution of a shareholders agreement among Holdings
and the Companies providing, inter alia, for
limitations on the sale of any common stock of
Holdings obtained by the Companies pursuant to the
Interests Exchange; (iv) the execution of a master
lease agreement and other agreements between New
Partnership and Equity Inns Partnership, L.P.; and
(v) the issuance of a guaranty by the Borrower of
all of New Partnership's lease obligations; with all
components of the New Partnership Acquisition to be
effected pursuant to the NP Acquisition Documents.
"NP Acquisition Documents" shall mean all
the agreements and related documents executed in
connection with the consummation of all components
of the New Partnership Acquisition provided that all
thereof shall be reasonably satisfactory to the
Administrative Agent.
"NP Guaranty Commencement Date" shall mean
the date on which the Subsidiary Guaranty, Pledge
Agreement and Security Agreement become effective
with respect to New Partnership as set forth in the
assumption agreements executed by New Partnership,
i.e., the date, if any, on which New Partnership
becomes a Wholly-Owned Subsidiary.
"NP Lease Obligations" shall mean all
obligations of New Partnership and/or Crossroads
Future Company, LLC (as lessee) under leases
(including any master lease) with Equity Inns
Partnership, L.P.
"Permitted Subordinated Debt" shall mean
subordinated debt of the Borrower in an aggregate
principal amount not to exceed $150 million, having
no stated payment of principal due earlier than the
first anniversary of the TF Maturity Date and
otherwise issued on terms satisfactory to the
Required Banks, provided that Permitted Subordinated
Debt shall not be issued at any time in excess of
that amount which could have been issued on the last
day of the fiscal quarter then last ended without
violating Section 8.10(b) on such date, with
Modified Total Indebtedness determined on such date
without any such subtraction for Non-Recourse Debt.
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"Term A Loan" shall have the meaning
provided in Section 1.01(a).
"Term B Loan" shall have the meaning
provided in Section 1.01(a).
"Total Lease Expense" shall mean, for any
period, total lease expense (excluding payments made
under Capital Leases) of Holdings and its
Subsidiaries on a consolidated basis, all as
determined in accordance with GAAP.
(x) Section 12.12 is amended by changing the phrase therein
"is to Section 4.02(A)(c)" to read "(x) is to Section 4.02(A)(c)
and/or 4.02(A)(k), (y) would actually increase (as oppose to waiving
reductions of) any Facility or add any new facility or (z) would
increase the aggregate principal amount of Indebtedness permitted to
be incurred pursuant to Section 8.04 by an amount greater than 15% of
the aggregate principal amount of all Indebtedness permitted under
Section 8.04 as of the Amendment Date."
2. On the Amendment Date the Total Revolving Commitment is
increased by $100 million and Annex I to the Credit Agreement is amended to
read as set forth in Annex B hereto.
3. It is agreed that (i) New Partnership shall be obligated
to take all the actions required by the last sentence of Section 8.15 of the
Credit Agreement on or promptly following the NP Guaranty Commencement Date and
(ii) the failure of GP to take all the actions specified in such last sentence
to the satisfaction of the Agent within 10 Business Days following the
Amendment Date shall constitute a default of Section 8.15.
4. In order to induce the Banks to enter into this Amendment,
the Borrower hereby represents and warrants that (x) all proceeds of the Term B
Loans shall be used first to repay Non-Recourse Debt and a promissory note
incurred and/or issued on or about October 10, 1996 in an aggregate amount
equal to $30.1 million and second to repay outstanding Revolving Loans, (y) no
Default or Event of Default exists on the Amendment Date (as defined below),
after giving effect to this Amendment, and (z) all of the representations and
warranties contained in the Credit Documents shall be true and correct in all
material respects on the Amendment Date both before and after giving effect to
this Amendment, with the same effect as though such representations and
warranties had been made on and as of the Amendment Date (it being understood
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that any representation or warranty made as of a specific date shall be true
and correct in all material respects as of such specific date).
5. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
6. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower and the Administrative Agent.
7. This Amendment and the rights and obligations of the
parties hereunder shall be construed in accordance with and governed by the
laws of the State of New York.
8. This Amendment shall become effective as of the date (the
"Amendment Date") when the following conditions have been met to the
satisfaction of the Agent:
(i) GP and New Partnership shall each have executed
assumption agreements in the form of Annex C and Annex D,
respectively, to this Amendment pursuant to which each becomes party
to the Subsidiary Guaranty, the Pledge Agreement and the Security
Agreement, it being understood the assumption agreement executed by
New Partnership provides that the assumption provided for therein will
not become effective until the NP Guaranty Commencement Date;
(ii) each of Holdings, the Borrower, Credit Lyonnais and the
Required Banks shall have duly executed a copy hereof (whether the
same or different copies) and shall have delivered (including by way
of facsimile transmission) the same to the Agent at its Notice Office;
(iii) each Bank with a Revolving Commitment that increases on
the Amendment Date and/or an Additional Term Commitment shall have
received a new Revolving Note in the amount of its new Revolving
Commitment and/or an Additional Term Note in the amount of its
Additional Term Commitment, as the case may be, executed by the
Borrower;
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(iv) the Administrative Agent shall have received an opinion
for Xxxxx, Day, Xxxxxx & Xxxxx, special counsel to Holdings and its
Subsidiaries, dated the Amendment Date, covering such matters related
to this Amendment as reasonably requested by the Administrative Agent;
and
(v) concurrently with the effectiveness of the Amendment, the
Borrower shall have incurred Revolving Loans from all Banks with
Revolving Commitments, pro rata on the basis of such Revolving
Commitments as set forth on Annex B hereto, in an aggregate amount at
least equal to the Revolving Loans outstanding after giving effect to
the use of the proceeds of the Term B Loans.
9. From and after the Amendment Date, all references to the
Credit Agreement in the Credit Agreement and the other Credit Documents shall
be deemed to be references to such Credit Agreement as modified hereby.
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
INTERSTATE HOTELS COMPANY
By /s/ J. XXXXXXX XXXXXXXXXX
----------------------------------
Title: Executive Vice President
INTERSTATE HOTELS CORPORATION
By /s/ J. XXXXXXX XXXXXXXXXX
----------------------------------
Title: Executive Vice President
CREDIT LYONNAIS NEW YORK BRANCH,
Individually and as Administrative Agent
By /s/ XXXX XXXXXXXX
--------------------------------
Title: Vice President
PNC, BANK NATIONAL ASSOCIATION,
Individually, and as a Co-Agent
By /s/ XXX X. XXXXX
--------------------------------
Title: Vice President
THE BANK OF NEW YORK,
Individually, and as a Co-Agent
By /s/ XXXXX XXXXXX
--------------------------------
Title: Vice President
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MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By /s/ XXXXXX XXXXXX
--------------------------------
Title: Vice President, Secretary and
Associate General Counsel
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MITSUI LEASING (U.S.A.) INC.
By /s/ XXXXXX XXXXXX
--------------------------------
Title: Xxxxxx Xxxxxx, President
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GIROCREDIT BANK AG DER
SPARKASSEN, GRAND CAYMAN
ISLAND BRANCH
By /s/ XXXX XXXXXXX
--------------------------------
Title:
By /s/ XXXXXXX XXXXX
--------------------------------
Title:
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SOCIETE GENERALE
By /s/ SEDARE XXXXXXX
--------------------------------
Title: Vice President
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VIA BANQUE
By /s/ XXXXXXXX PROT
--------------------------------
Title: Director
By /s/ X. XXXXXXX
--------------------------------
Title: Director
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STRATA FUNDING LTD.
By /s/ XXXXXXX X. XXXXX
--------------------------------
Title:
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CERES FINANCE LTD.
By /s/ XXXXXXX X. XXXXX
--------------------------------
Title:
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AERIES FINANCE LTD.
By /s/ XXXXXX XXXXXXX
--------------------------------
Title: Director
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RESTRUCTURED OBLIGATIONS BACKED
BY SENIOR ASSETS B.V.
By Chancellor Senior Sercured
Management, Inc as Portfolio Advisor
By /s/ XXXXXXXXXXX X. XXXXX
--------------------------------
Xxxxxxxxxxx X. Xxxxx
Vice President
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KEYPORT LIFE INSURANCE COMPANY
By Chancellor Senior Sercured
Management, Inc as Portfolio Advisor
By /s/ XXXXXXXXXXX X. XXXXX
--------------------------------
Xxxxxxxxxxx X. Xxxxx
Vice President
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MEDICAL LIABILITY MUTUAL
INSURANCE COMPANY
By Chancellor Senior Sercured
Management, Inc as Investment Manager
By /s/ XXXXXXXXXXX X. XXXXX
--------------------------------
Xxxxxxxxxxx X. Xxxxx
Vice President
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UNITED OF OMAHA LIFE INSURANCE
COMPANY
By Chancellor Senior Sercured
Management, Inc as Portfolio Advisor
By /s/ XXXXXXXXXXX X. XXXXX
--------------------------------
Xxxxxxxxxxx X. Xxxxx
Vice President
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CAPTIVA FINANCE LTD.
By /s/ XXXXXXX X. XXXXX
--------------------------------
Title: Director
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ARAB BANK PLC
By /s/ XXXXX XXXXXXXXX
----------------------------------
Title: Executive Vice President
and Branch Manager
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CIBC INC.
By /s/ XXXX X. XXXXXXX
--------------------------------
Xxxx X. Xxxxxxx
Title: Director, CIBC Wood Gundy
Securities Corp., AS AGENT
30
ANNEX A
FORM OF ADDITIONAL TERM NOTE
$________________ New York, New York
____ ___, 1996
FOR VALUE RECEIVED, INTERSTATE HOTELS CORPORATION, a Delaware
corporation (the "Borrower"), hereby promises to pay to the order of
_________________________ (the "Bank"), in lawful money of the United States of
America in immediately available funds, at the office of Credit Lyonnais, New
York Branch (the "Administrative Agent") located at 0000 Xxxxxx xx xxx
Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the TF Maturity Date (as defined in the
Agreement) the principal sum of _______________ DOLLARS ($_____________) or, if
less, the then unpaid principal amount of all Term B Loans (as defined in the
Agreement) made by the Bank pursuant to the Agreement.
The Borrower promises also to pay interest on the unpaid
principal amount of each Term B Loan made by the Bank in like money at said
office from the date hereof until paid at the rates and at the times provided
in Section 1.08 of the Agreement.
This Note is one of the Additional Term Notes referred to in
the Credit Agreement, dated as of June 25, 1996, among Interstate Hotels
Company, the Borrower, the financial institutions from time to time party
thereto (including the Bank) and Credit Lyonnais New York Branch, as
Administrative Agent (as from time to time in effect, the "Agreement"), and is
entitled to the benefits thereof and of the other Credit Documents (as defined
in the Agreement). As provided in the Agreement, this Note is subject to
mandatory repayment prior to the TF Maturity Date, in whole or in part.
In case an Event of Default (as defined in the Agreement)
shall occur and be continuing, the principal of and accrued interest on this
Note may be declared to be due and payable in the manner and with the effect
provided in the Agreement.
The Borrower hereby waives presentment, demand, protest or
notice of any kind in connection with this Note.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
INTERSTATE HOTELS CORPORATION
By
--------------------------------
Title:
31
ANNEX B
ANNEX I
Revolving
Bank Commitment
---- ----------
Credit Lyonnais $142,372,881.36
New York Branch
PNC Bank, N.A. 11,864,406.78
The Bank Of New York 11,864,406.78
Arab Bank PLC 5,084,745.76
Mitsui Leasing (U.S.A.) Inc. 5,084,745.76
Girocredit Bank Ag Der Sparkassen 3,389,830.51
Grand Cayman Island Branch
CIBC 8,474,576.27
Societe Generale 8,474,576.27
Via Banque 3,389,830.51
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TOTAL REVOLVING COMMITMENT $200,000,000.00
