Exhibit 10.41
FIRST AMENDMENT
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THIS FIRST AMENDMENT (this "Amendment") dated as of October 23, 2000, among
HOST MARRIOTT CORPORATION, a Maryland corporation ("Holdings"), HOST MARRIOTT,
L.P., a Delaware limited partnership (the "Borrower"), the lenders party to the
Credit Agreement referred to below (the "Banks"), and BANKERS TRUST COMPANY, as
Administrative Agent (the "Administrative Agent"). Unless otherwise defined
herein, all capitalized terms used herein and defined in the Credit Agreement
are used herein as so defined.
WITNESSETH:
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WHEREAS, Holdings, the Borrower, the Banks and the Administrative Agent are
parties to an Amended and Restated Credit Agreement, dated as of June 19, 1997,
and amended and restated as of August 5, 1998, and further amended and restated
as of May 31, 2000 (as amended, modified or supplemented through, but not
including, the date hereof, the "Credit Agreement");
WHEREAS, the Borrower has requested that the Banks amend and/or waive
certain provisions of the Credit Agreement and the Banks have agreed to amend
and/or waive such provisions on the terms and conditions herein provided; and
WHEREAS, subject to the terms and conditions set forth below, the parties
hereto agree as follows:
NOW, THEREFORE, it is agreed:
1. Section 7.16 of the Credit Agreement is hereby amended to add a new
clause (e) at the end of such Section, which clause (e) shall read in its
entirety as follows:
"(e) Notwithstanding anything to the contrary contained above in this
Section 7.16 or anything else in this Agreement or in any other Credit
Document, no Subsidiary of Holdings or the Borrower shall be required to
become a Subsidiary Guarantor (and thereby execute a counterpart of the
Subsidiaries Guaranty and/or the Pledge and Security Agreement) pursuant to
clause (x) of Section 7.16(a)(A) unless such Subsidiary is a Wholly Owned
Subsidiary without reference to the parenthetical clause contained in
clause (ii) of the definition of "Wholly-Owned Subsidiary" contained in
Section 10.01. The provisions of this clause (e), however, shall only apply
to the extent that such Subsidiary's becoming a Subsidiary Guarantor would
require the Borrower to publicly report separate financial statements for
such Subsidiary (either individually or together with other similar
Subsidiaries) pursuant to the Exchange Act and/or the Securities Act."
2. Schedule IV to the Credit Agreement shall be replaced in its entirety
by Schedule IV attached hereto, and all references in the Credit Agreement to
Schedule IV (including, without limitation, in Section 4.06 thereof) shall be
deemed to be references to Schedule IV attached hereto.
3. Section 6.13 of the Credit Agreement is hereby amended by replacing
the references to "the Effective Date" appearing therein with references to
"October 16, 2000."
4. Any Subsidiary of the Borrower that is listed in Annex A hereto, (each
of which Subsidiaries would not have been a Wholly-Owned Subsidiary of the
Borrower but for the final parenthetical in the definition of Wholly-Owned
Subsidiary) that immediately prior to the effectiveness of this Amendment was a
Subsidiary Guarantor shall be automatically released from its obligations under
the Subsidiaries Guaranty and shall no longer constitute a Subsidiary Guarantor
and any equity interests in such Subsidiary listed in Annex A hereto that are
pledged pursuant to the Pledge and Security Agreement shall be automatically
released from the liens and security interests created thereunder, in each case
so long as such Subsidiary is simultaneously released from its guaranty of other
Indebtedness of the Borrower (including the Senior Notes).
5. This Amendment shall become effective on the date (the "Amendment
Effective Date") when Holdings, the Borrower and the Required Banks shall have
signed a counterpart hereof (whether the same or different counterparts) and
shall have delivered (including by way of facsimile transmission) the same to
the Administrative Agent at the Notice Office.
6. In order to induce the Banks to enter into this Amendment, each Credit
Party hereto represents and warrants that (i) the representations, warranties
and agreements contained in Section 6 of the Credit Agreement are true and
correct in all material respects on and as of the Amendment Effective Date, both
before and after giving effect to this Amendment, and (ii) there exists no
Default or Event of Default on the Amendment Effective Date both before and
after giving effect to this Amendment.
7. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any provision of the Credit Agreement or
any other Credit Document except as specified above.
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8. 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.
9. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.
10. From and after the Amendment Effective Date, all references in the
Credit Agreement and in the other Credit Documents to the Credit Agreement shall
be deemed to be references to the Credit Agreement as modified hereby.
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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Amendment as of the date first above
written.
HOST MARRIOTT CORPORATION
By:
--------------------------------
Name:
Title:
HOST MARRIOTT, L.P.
By: Host Marriott Corporation,
its General Partner
By:
--------------------------------
Name:
Title:
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BANKERS TRUST COMPANY,
Individually and as Administrative
Agent
By:
--------------------------------
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:
--------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By:
--------------------------------
Name:
Title:
BANK LEUMI USA
By:
--------------------------------
Name:
Title:
5
BANK OF HAWAII
By:
--------------------------------
Name:
Title:
FLEET NATIONAL BANK
By:
--------------------------------
Name:
Title:
ERSTE BANK DER OESTERREICHISCHEN
SPARKASSEN AG
By:
--------------------------------
Name:
Title:
FIRST COMMERCIAL BANK, NEW YORK
AGENCY
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By:
--------------------------------
Name:
Title:
XXXXXX FINANCIAL, INC.
By:
--------------------------------
Name:
Title:
BANK OF AMERICA, N.A.
By:
--------------------------------
Name:
Title:
SOCIETE GENERALE, SOUTHWEST AGENCY
By:
--------------------------------
Name:
Title:
THE BANK OF NEW YORK
By:
--------------------------------
Name:
Title:
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DLJ CAPITAL FUNDING, INC.
By:
--------------------------------
Name:
Title:
BANK ONE, N.A.
By:
--------------------------------
Name:
Title:
THE INTERNATIONAL COMMERCIAL BANK
OF CHINA, NEW YORK AGENCY
By:
--------------------------------
Name:
Title:
XXXXX FARGO BANK, N.A.
By:
--------------------------------
Name:
Title:
KZH CNC LLC
By:
--------------------------------
Name:
Title:
8
WINGED FOOT FUNDING TRUST
By:
--------------------------------
Name:
Title:
XXXXX XXX COMMERCIAL BANK, LTD.,
NEW YORK BRANCH
By:
--------------------------------
Name:
Title:
CHINATRUST COMMERCIAL BANK
By:
--------------------------------
Name:
Title:
TAIPEI BANK
By:
--------------------------------
Name:
Title:
9
PILGRIM CLO 1999-1, LTD.
By:
--------------------------------
Name:
Title:
SEQUILS PILGRIM-1, LTD.
By:
--------------------------------
Name:
Title:
ISA INCORPORATED
By:
--------------------------------
Name:
Title:
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ANNEX A
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LIST OF SUBSIDIARIES TO BE RELEASED
AS SUBSIDIARY GUARANTORS
1. Atlanta II Limited Partnership
2. HMC Burlingame II LLC
3. HMC Diversified American Hotels, L.P.
4. HMC East Side LLC
5. HMC Park Ridge II LLC
6. HMC Park Ridge LP
7. HMC Partnership Properties LLC
8. HMC RTZ Loan II LLC
9. HMC RTZ Loan Limited Partnership
10. Host DSM Limited Partnership
11. Ivy Street Hotel Limited Partnership
12. Ivy Street MPF LLC
13. Potomac Hotel Limited Partnership
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