Exhibit 10.2.1
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED
SENIOR SECURED CREDIT AGREEMENT
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR SECURED CREDIT
AGREEMENT (this "Amendment"), dated as of March 3, 1999 (the "Amendment Date"),
is among MERISTAR HOSPITALITY OPERATING PARTNERSHIP, 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; Bankers Trust Company, as
Arranger and Syndication Agent; Xxxxxx Commercial Paper Inc., as Arranger and
Documentation Agent; Xxxxx Fargo Bank, National Association, as Documentation
Agent; and the Lenders are parties to that certain Second Amended and Restated
Senior Secured Credit Agreement, dated as of August 3, 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 March 19, 1999 (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. The following definitions shall be added to the Credit Agreement:
"Conversion Date" means the date upon which either (a) $115,000,000 or more
---------------
of the Convertible Indebtedness has been converted into Parent Common Stock or
other ownership interest in the Parent or any of the Parent's Subsidiaries or
(b) the Parent has caused any of the Convertible Indebtedness to be so
converted.
"Senior Leverage Ratio" means the ratio on any date of (a) the Parent's
---------------------
Total Senior Indebtedness on such date to (b) the EBITDA of the Parent and the
Parent's Subsidiaries on a Consolidated basis for the Rolling Period immediately
preceding such date, as EBITDA is adjusted for acquisitions and dispositions in
the definition of "Leverage Ratio."
"Total Senior Indebtedness" of any Person means all Total Indebtedness of
-------------------------
such Person and its Subsidiaries on a Consolidated basis except for Total
Subordinate Indebtedness.
"Total Subordinate Indebtedness" of any Person means all Total Indebtedness
------------------------------
of such Person and its Subsidiaries on a Consolidated basis which is junior and
subordinate to the Obligations pursuant to subordination provisions which are
either (a) substantially similar to or more advantageous to the Lenders than the
subordination provisions contained in either the Convertible Indebtedness or the
Existing Subordinate Indebtedness, or (b) satisfactory to the Administrative
Agent. The Total Subordinate Indebtedness of the Parent includes the Convertible
Indebtedness and the Existing Subordinate Indebtedness.
5. From and after the Amendment Date, the definition of Maximum OPCO Loan
Amount is amended by deleting the phrase "$75,000,000" and replacing it with the
phrase "$100,000,000".
6. From and after the Amendment Date to the Conversion Date, Section 7.04
of the Credit Agreement is deleted in its entirety and replaced with the
following:
"Section 7.04 Leverage Ratio. The Parent shall not on any date permit
--------------
the Leverage Ratio to exceed (a) prior to January 1, 2000, 5.5 to 1.0, (b)
from January 1, 2000 through
-2-
June 30, 2000, 5.30 to 1.0, (c) from July 1, 2000 through June 30, 2001,
5.0 to 1.0, and (d) on and after July 1, 2001, 4.5 to 1.0."
On the Conversion Date, the new Section 7.04 of the Credit Agreement set forth
in this Amendment shall be deleted in its entirety and replaced with the
original Section 7.04 of the Original Credit Agreement.
7. From and after the Amendment Date, Section 7.05 of the Credit
Agreement is amended by deleting the phrase "30%" and replacing it with the
phrase"32%".
8. From and after the Amendment Date to the Conversion Date, a new
Section 7.09 is added to the Credit Agreement which reads in its entirety as
follows:
"Section 7.09 Senior Leverage Ratio. The Parent shall not on any date
---------------------
permit the Senior Leverage Ratio to exceed 4.5 to 1.0."
On the Conversion Date, the Section 7.09 of the Credit Agreement set forth in
this Amendment shall be deleted in its entirety.
9. From and after the Amendment Date, the Form of Compliance Certificate
attached to the Credit Agreement as Exhibit D is deleted in its entirety and
replaced with the form attached to this Amendment as Exhibit D. On the
Conversion Date the Form of Compliance Certificate shall be modified to take
into account the modifications to Section 7.04 and the deletion of Section 7.09
of the Credit Agreement.
10. 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 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.
11. This Amendment may be executed in multiple counterparts, each of which
shall be an original, but all of which shall constitute but one Amendment.
-3-
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
Executed as of the ate first set forth above.
BORROWER:
---------
MERISTAR HOSPITALITY OPERATING
PARTNERSHIP, L.P.
By: MeriStar Hospitality Corporation,
its general partner
By:________________________________
Name:______________________________
Title:_____________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND 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 agree that the Guaranty and Contribution Agreement (the
"Guaranty") executed by the Guarantor dated August 3, 1998 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 HOSPITALITY
CORPORATION, a Maryland corporation
By:_____________________________________
Name:___________________________________
Title:__________________________________
MERISTAR LP, INC., a Nevada corporation
By:_____________________________________
Name:___________________________________
Title:__________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
MERISTAR ACQUISITION COMPANY, L.L.C., a
Delaware limited liability company
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership,
member
By: MeriStar Hospitality Corporation,
its general partner
By:___________________________________
Name:_________________________________
Title:________________________________
AGH UPREIT LLC, a Delaware limited liability
company
By: MeriStar Hospitality Corporation, member
By:________________________________________
Name:______________________________________
Title:_____________________________________
By: MeriStar Hospitality Operating Partnership,
L.P., member
By: MeriStar Hospitality Corporation,
general partner
By:___________________________________
Name:_________________________________
Title:________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
MERISTAR SANIBEL INN COMPANY, L.L.C.
MERISTAR MARCO ISLAND COMPANY, L.L.C.
MERISTAR SAFETY HARBOR COMPANY, L.L.C.
MERISTAR SUNDIAL BEACH COMPANY, L.L.C.
MERISTAR SS PLANTATION COMPANY, L.L.C.
MERISTAR SHIRLEY'S PARCEL COMPANY, L.L.C.
MERISTAR SEASIDE INN COMPANY, L.L.C.
MERISTAR SANIBEL BEACH COMPANY, L.L.C.
MERISTAR PLANTATION SHOPPING CENTER COMPANY, L.L.C.
MERISTAR SONG OF THE SEA COMPANY, L.L.C.
MERISTAR SANIBEL GOLF COMPANY, L.L.C., each of the
above being a Delaware limited liability company
By:________________________________________________
Name:______________________________________________
Title:_____________________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
EQUISTAR SOMERSET COMPANY, L.L.C.
EQUISTAR SCHAUMBURG COMPANY, L.L.C.
EQUISTAR BELLEVUE COMPANY, L.L.C.
EQUISTAR CHARLOTTE COMPANY, L.L.C.
EQUISTAR CLEVELAND COMPANY, L.L.C.
EQUISTAR XXXXXX COMPANY, L.L.C.
EQUISTAR VIRGINIA COMPANY, L.L.C.
EQUISTAR BALLSTON COMPANY, L.L.C.
EQUISTAR ATLANTA GP COMPANY, L.L.C.
EQUISTAR ATLANTA LP COMPANY, L.L.C.
CAPSTAR WASHINGTON COMPANY, L.L.C.
CAPSTAR SANTA XXXXXXX COMPANY, L.L.C.
CAPSTAR C.S. COMPANY, L.L.C.
CAPSTAR SAN XXXXX COMPANY, L.L.C.
CAPSTAR CHERRY HILL COMPANY, L.L.C.
CAPSTAR XXXXXX COMPANY, L.L.C.
CAPSTAR KC COMPANY, L.L.C.
CAPSTAR CATHEDRAL CITY COMPANY, L.L.C.
CAPSTAR NATIONAL AIRPORT COMPANY, L.L.C.
CAPSTAR GEORGETOWN COMPANY, L.L.C.
CAPSTAR JEKYLL COMPANY, L.L.C.
CAPSTAR DETROIT AIRPORT COMPANY, L.L.C.
CAPSTAR TUCSON COMPANY, L.L.C.
CAPSTAR HARTFORD COMPANY, L.L.C.
CAPSTAR CROSS KEYS COMPANY, L.L.C.
CAPSTAR XXXXXX PARK COMPANY, L.L.C.
CAPSTAR COLUMBIA COMPANY, L.L.C.
CAPSTAR OKLAHOMA CITY COMPANY, L.L.C.
CAPSTAR LAJV COMPANY, L.L.C.
CAPSTAR LEXINGTON COMPANY, L.L.C.
CAPSTAR MESA COMPANY, L.L.C.
CAPSTAR MORRISTOWN COMPANY, L.L.C.
CAPSTAR WINDSOR LOCKS COMPANY, L.L.C.
CAPSTAR XXXXXXXXX COMPANY, L.L.C.
CAPSTAR LOUISVILLE COMPANY, L.L.C. each of the
above being a Delaware limited liability company
By: MeriStar Hospitality Operating Partnership,
a Delaware limited partnership, member
By: MeriStar Hospitality Corporation,
its general partner
By:________________________________
Name:______________________________
Title:_____________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
CAPSTAR HOUSTON SW PARTNERS, L.P.
CAPSTAR MOCKINGBIRD PARTNERS, L.P.
CAPSTAR DALLAS PARTNERS, L.P., each of the above
being a Delaware limited partnership
CAPSTAR MEDALLION DALLAS PARTNERS, L.P.
CAPSTAR MEDALLION AUSTIN PARTNERS, L.P.
CAPSTAR MEDALLION HOUSTON PARTNERS, L.P.
CAPSTAR MEDALLION MIDLAND PARTNERS, L.P., each of
the above being a Delaware limited partnership
By: MeriStar Hospitality Operating Partnership,
a Delaware limited partnership, general
partner
By: MeriStar Hospitality Corporation,
its general partner
By:____________________________
Name:__________________________
Title:_________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
HOTEL COLUMBIA COMPANY, a Maryland general partnership
By: CapStar Columbia Company, a Delaware limited liability
company, partner
By: MeriStar Hospitality Operating Partnership, a
Delaware limited partnership, member
By: MeriStar Hospitality Corporation, its general
partner
By:____________________________
Name:__________________________
Title:_________________________
By: CapStar Xxxxxx Park Company, L.L.C., a Delaware limited
liability company, partner
By: MeriStar Hospitality Operating Partnership, a
Delaware limited partnership, member
By: MeriStar Hospitality Corporation, its general
partner
By:____________________________
Name:__________________________
Title:_________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR U
NSECURED CREDIT AGREEMENT]
BCHI ACQUISITION, LLC,
a Delaware limited liability company
By: AGH UPREIT LLC, member
By: MeriStar Hospitality
Corporation, member
By:_______________________
Name:_____________________
Title:____________________
By: MeriStar Hospitality Operating Partnership,
L.P., member
By: MeriStar Hospitality Corporation,
general partner
By:___________________
Name:_________________
Title:________________
By: MeriStar Hospitality Operating Partnership,
L.P., member
By: MeriStar Hospitality Corporation, general
partner
By:_______________________
Name:_____________________
Title:____________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
3100 GLENDALE JOINT VENTURE,
an Ohio general partnership
By: AGH UPREIT LLC, partner
By: MeriStar Hospitality
Corporation, member
By:____________________________
Name:__________________________
Title:_________________________
By: MeriStar Hospitality Operating Partnership,
L.P., member
By: MeriStar Hospitality
Corporation, general partner
By:________________________
Name:______________________
Title:_____________________
By: MeriStar Hospitality Operating Partnership, L.P.,
partner
By: MeriStar Hospitality
Corporation, general partner
By:____________________________
Name:__________________________
Title:_________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
MT. ARLINGTON NEW JERSEY, LLC,
a Delaware limited partnership
MDV LIMITED PARTNERSHIP,
a Texas limited partnership
183 HOTEL ASSOCIATES, LTD.,
a Texas limited partnership
RICHMOND WILLIAMSBURG ASSOCIATES, LTD.,
a Texas limited partnership
LAKE BUENA VISTA PARTNERS, LTD.,
a Florida limited partnership
COCOA BEACH HOTELS, LTD.,
a Florida limited partnership
DURHAM I-85 LIMITED
PARTNERSHIP, a Delaware limited
partnership
By: AGH UPREIT LLC, general partner
By: MeriStar Hospitality Corporation, member
By:________________________________
Name:______________________________
Title:_____________________________
By: MeriStar Hospitality Operating Partnership,
L.P., member
By: MeriStar Hospitality
Corporation, general partner
By:____________________________
Name:__________________________
Title:_________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
75 ARLINGTON HEIGHTS LIMITED PARTNERSHIP, L.P.,
a Delaware limited partnership
By: AGH Arlington Heights LLC, a Delaware limited
liability company, general partner
By: MeriStar Hospitality Operating Partnership,
L.P., member
By: MeriStar Hospitality
Corporation, general partner
By:_____________________________
Name:___________________________
Title:__________________________
AGH 75 ARLINGTON HEIGHTS LLC, a Delaware limited
liability company
By: MeriStar Hospitality Operating Partnership, a
Delaware limited partnership, member
By: MeriStar Hospitality Corporation, its
general partner
By:___________________________
Name:_________________________
Title:________________________
AGH PSS I, Inc., a Delaware corporation
By:___________________________________
Name:_________________________________
Title:________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
SOCIETE GENERALE, SOUTHWEST
AGENCY, individually and as Arranger
and Administrative Agent
By:__________________________________
Name:________________________________
Title:_______________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
BANKERS TRUST COMPANY, individually and
as Arranger and Syndication Agent
By:_____________________________________
Name:___________________________________
Title:__________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
individually and as Documentation Agent
By:_____________________________________
Name:___________________________________
Title:__________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
BANKBOSTON, N.A.
By:_____________________________________
Name:___________________________________
Title:__________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
THE BANK OF NOVA SCOTIA, acting
through its San Francisco Agency
By:_____________________________________
Name:___________________________________
Title:__________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
NATIONSBANK, N.A.
By:_____________________________________
Name:___________________________________
Title:__________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
XXXXXX COMMERCIAL PAPER INC.,
individually and as Arranger and
Documentation Agent
By:__________________________
Name:________________________
Title:_______________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
BANK ONE TEXAS N.A.
By:________________________
Name:______________________
Title:_____________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
GENERAL ELECTRIC CAPITAL
CORPORATION
By:___________________________
Name:_________________________
Title:________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
CIBC INC.
By:___________________________
Name:_________________________
Title:________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
DRESDNER BANK AG NEW YORK BRANCH
And Grand Cayman Branch
By:______________________________
Name:____________________________
Title:___________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
AMSOUTH BANK SONAT TOWER
By:________________________
Name:______________________
Title:_____________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
CITICORP REAL ESTATE, INC.
By:_____________________________________
Name:___________________________________
Title:__________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
SOUTHTRUST BANK, N.A.
By:_____________________________________
Name:___________________________________
Title:__________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
KZH-HOLDING CORPORATION III
By:_____________________________________
Name:___________________________________
Title:__________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
FIRST AMERICAN BANK TEXAS, S.S.B.
By:_____________________________________
Name:___________________________________
Title:__________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
XXXXXX SENIOR FUNDING INC.
By:_____________________________________
Name:___________________________________
Title:__________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
XXXXXXX SACHS MORTGAGE COMPANY, L.P.
By:_____________________________________
Name:___________________________________
Title:__________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
FIRST UNION NATIONAL BANK
By:_____________________________________
Name:___________________________________
Title:__________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
OCTAGON LOAN TRUST
By: Octagon Credit Investors, as Manager
By:__________________________________
Name:________________________________
Title:_______________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
ERSTE BANK, DER OESTERREICHISCHEN
SPARKASSEN AG
By:_______________________________________
Name:_____________________________________
Title:____________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
FIRST COMMERCIAL BANK,
NEW YORK AGENCY
By:_______________________________________
Name:_____________________________________
Title:____________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
KZH-ING-2 CORPORATION
By:_______________________________________
Name:_____________________________________
Title:____________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
THE TRAVELERS INSURANCE COMPANY
By:_______________________________________
Name:_____________________________________
Title:____________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
AG CAPITAL FUNDING PARTNERS, L.P.
By: Xxxxxx, Xxxxxx & Co., L.P., as
Investment Advisor
By:__________________________________
Name:________________________________
Title:_______________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
ML CLO XIX STERLING (CAYMAN) LTD.
By: Sterling Asset Manager, L.L.C.,
As its Investment Advisor
By:__________________________________
Name:________________________________
Title:_______________________________
SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
XXXXXX XXXXXXX XXXX XXXXXX
PRIME INCOME TRUST
By:_______________________________________
Name:_____________________________________
Title:____________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
MOUNTAIN CLO TRUST
By:_______________________________________
Name:_____________________________________
Title:____________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
CERES FINANCE LTD.
By:_______________________________________
Name:_____________________________________
Title:____________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By:_______________________________________
Name:_____________________________________
Title:____________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By:_______________________________________
Name:_____________________________________
Title:____________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
KZH-CNC CORPORATION
By:_______________________________________
Name:_____________________________________
Title:____________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
KZH-CRESCENT CORPORATION
By:_______________________________________
Name:_____________________________________
Title:____________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
XXXXXX XXXXXXX SENIOR FUNDING, INC.
By:_______________________________________
Name:_____________________________________
Title:____________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
BANK LEUMI USA
By:_______________________________________
Name:_____________________________________
Title:____________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
KZH-CYPRESSTREE-1 CORPORATION
By:_______________________________________
Name:_____________________________________
Title:____________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
KZH RIVERSIDE LLC
By:_______________________________________
Name:_____________________________________
Title:____________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
CYPRESSTREE INVESTMENT
PARTNERS II, LTD.
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager
By:__________________________________
Name:________________________________
Title:_______________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIOS-I, LTD.
By:_______________________________________
Name:_____________________________________
Title:____________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
ALLSTATE INSURANCE COMPANY
By:_______________________________________
Name:_____________________________________
By:_______________________________________
Name:_____________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
ALLSTATE LIFE INSURANCE COMPANY
By:_______________________________________
Name:_____________________________________
By:_______________________________________
Name:_____________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
AMARA-1 FINANCE LTD.
By:_______________________________________
Name:_____________________________________
Title:____________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
AMARA-2 FINANCE LTD.
By:_______________________________________
Name:_____________________________________
Title:____________________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
CYPRESSTREE INVESTMENT FUND, LLC
By: CypressTree Investment Management
Company, Inc., its Managing Member
By:__________________________________
Name:________________________________
Title:_______________________________
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC.
As: Attorney-in-Fact and on behalf of
First Allmerica Financial Life Insurance
Company, as Portfolio Manager
By:_____________________________________
Name:___________________________________
Title:__________________________________
EXHIBIT D
FORM OF
COMPLIANCE CERTIFICATE
----------------------
This Compliance Certificate is executed this 29th day of July, 1998, and is
prepared pursuant to that certain Second Amended and Restated Senior Credit
Agreement (the "Agreement") between MERISTAR HOSPITALITY OPERATING PARTNERSHIP,
---------
L.P., a Delaware limited partnership (the "Borrower"), SOCIETE GENERALE,
--------
SOUTHWEST AGENCY, as Arranger and Administrative Agent, BANKERS TRUST COMPANY as
Arranger and Syndication Agent, XXXXXX COMMERCIAL PAPER INC. as Arranger and
Documentation Agent, XXXXX FARGO BANK, NATIONAL ASSOCIATION as Documentation
Agent and the Lenders parties to the Agreement. Capitalized terms used herein
but not otherwise defined herein shall have the meanings specified by the
Agreement.
1. Representations, Covenants, Defaults: Borrower hereby certifies to the
------------------------------------
Administrative Agent and the Lenders, effective as of the date of execution
of this Compliance Certificate, as follows:
1.1 Covenants. All covenants of Borrower set forth in Sections V and VI
---------
of the Agreement required to be performed as of the date hereof have
been performed and maintained in all material respects, and such
covenants continue to be performed and maintained as of the execution
date of this certificate, except as follows:
NONE
1.2 Representations and Warranties. All representations and warranties of
------------------------------
Borrower set forth in Section IV of the Agreement are true and correct
in all material respects as of the execution date of this certificate,
except as follows:
NONE
1.3 Event of Default. There exists no Event of Default except as follows:
----------------
NONE
2. Operating Covenants. Borrower hereby certifies to the Administrative Agent
-------------------
and the Lenders, effective as of the calendar quarter ending June 30, 1998
and as of August 3, 1998, that the amounts and calculations made hereunder
pursuant to Section VII of the Agreement are true and correct.
2.1 Interest Coverage Ratio (Section 7.01 of the Agreement).
-----------------------
The Interest Coverage Ratio for the Parent, as of the Rolling Period
ending on June 30, 1998, is as set forth in (c) below, based on the
ratio of:
-1-
(a) Parent's EBITDA (on a Consolidated basis): $__________
(b) Parent's Interest Expense: $__________
(c) Ratio of (a) to (b) above: ___________
Required by the Agreement:
For any Rolling Period commencing with the Rolling Period ending on June
30, 1998 through March 31, 1999, a ratio of not less than 2.20 to 1.0.
For any Rolling Period thereafter, a ratio of not less than 2.5 to 1.0.
2.2 Fixed Charge Coverage Ratio (Section 7.02 of the Agreement).
---------------------------
The Fixed Charge Coverage Ratio for the Parent, as of the Rolling
Period ending on June 30, 1998, is as set forth in (c) below, based on
the ratio of:
(a) Parent's Adjusted EBITDA
(on a Consolidated basis): $__________
(b) Parent's Fixed Charges: $__________
(c) Ratio of (a) to (b) above: ___________
Required by the Agreement:
For each Rolling Period commencing with the Rolling Period ending on June
30, 1998 through March 31, 1999, a ratio of not less than 1.85 to 1.0.
For any Rolling Period thereafter, a ratio of not less than 2.0 to 1.0.
2.3 Maintenance of Net Worth (Section 7.03 of the Agreement).
------------------------
The Adjusted Net Worth for the Parent, as of the Rolling Period ending
on June 30, 1998, is as set forth in (d) below, based on the sum of:
(a) Parent's Net Worth (determined in accordance
with GAAP): $__________
(b) Minority interest of Parent (determined in
accordance with GAAP): $__________
(c) OP Adjustment: $__________
-2-
(d) Sum of (a), (b) and (c) above: $__________
The Minimum Tangible Net Worth for the Parent, as of the Rolling Period
ending June 30, 1998 is as set forth in (d) below, based upon the sum of:
(a) $__________
(b) 75% of the aggregate net proceeds received by the
Parent or any of its Subsidiaries after the date
of the Agreement in connection with any offering
of Stock or Stock Equivalents of the Parent or its
Subsidiaries taken as a whole: $__________
(c) 75% of the value of any partnership interests in
Borrower issued after the date of the Agreement
for the acquisition of a Hotel Property or any
interest in a Hotel Property permitted under the
Agreement: $__________
(d) The sum of (a), (b), and (c) above: $__________
Required by the Agreement:
The Parent shall at all times maintain an Adjusted Net Worth of not less
than the Minimum Tangible Net Worth.
2.4 Leverage Ratio (Section 7.04 of the Agreement).
--------------
The Leverage Ratio for the Parent, as of the Rolling Period ending on
June 30,1998, is set forth in (c) below, based on the ratio of:
(a) Parent's Total Indebtedness: $__________
(b) Pro forma EBITDA of Parent and the Parent's
Subsidiaries (on a Consolidated basis): $__________
(c) Ratio of (a) to (b) above: ___________
Required by the Agreement:
The Parent shall not prior to January 1, 2000 permit the Leverage Ratio to
exceed 5.5 to 1.0.
The Parent shall not on or after January 1, 2000 through June 30, 2000
permit the Leverage Ratio to exceed 5.3 to 1.0.
-3-
The Parent shall not on or after July 1, 2000 through June 30, 2001 permit
the Leverage Ratio to exceed 5.0 to 1.0.
The Parent shall not for any date on or after July 1, 2001 permit the
Leverage Ratio to exceed 4.5 to 1.0.
2.5 Limitations on Secured Indebtedness (Section 7.05 of the Agreement).
Required by the Agreement:
The Parent shall not on any date permit the sum of the Secured Non-Recourse
Indebtedness and Secured Recourse Indebtedness of the Parent and its
Subsidiaries on a Consolidated basis (excluding the Obligations), to be
secured by Liens on Hotel Properties or other Investments which for the
Rolling Period immediately preceding such date (a) for any date prior to
July 1, 1999, produced 40% or more of the EBITDA of the Parent and its
Subsidiaries on a Consolidated basis and (b) for any date on or after July
1, 1999, produced 32% or more of the EBITDA of the Parent and its
Subsidiaries on a Consolidated basis.
The Parent shall not on any date permit the Secured Indebtedness Ratio to
exceed (a) prior to July 1, 1999, 2.75 to 1.0, and (b) on and after July 1,
1999, 2.5 to 1.0.
(a) Secured Non-Recourse Indebtedness of the
Parent and its Subsidiaries (on a
Consolidated basis) $__________
(b) Secured Recourse Indebtedness of the Parent
and its Subsidiaries (on a Consolidated Basis
excluding Obligations): $__________
(c) Sum of (a) and (b): $__________
(d) EBITDA of the Parent and its Subsidiaries: $__________
(e) Ratio of (c) above to (d) above: ___________
(f) EBITDA of the Parent and its Subsidiaries (on a
Consolidated basis): $__________
(g) 40% of (d) above: $__________
(h) 32% of (d) above: $__________
(i) EBITDA of the Hotel Properties or other
Investments secured by Liens: $__________
-4-
2.6 Limitations on Secured Recourse Indebtedness of Parent
------------------------------------------------------
(Section 7.06 of the Agreement).
Required by the Agreement:
The Parent shall not on any date permit the Secured Recourse Indebtedness
(excluding the Obligations) of the Parent and its Subsidiaries (on a
Consolidated basis) to be secured by Liens on Hotel Properties or other
Investments which for the Rolling Period immediately preceding such date
produced 20% or more of the EBITDA of the Parent and its Subsidiaries (on a
Consolidated basis).
(a) Total Indebtedness (excluding any Secured Non-Recourse
Indebtedness) of Parent and its Subsidiaries for which
the obligations thereunder are secured by Lien on Hotel
Properties or other Investments of Parent or its
Subsidiaries: $__________
(b) EBITDA of the Hotel Properties or other Investments
secured by Liens: $__________
(c) EBITDA of the Parent and its Subsidiaries: $__________
(d) 20% of (c) above: $__________
2.7 Unsecured Interest Coverage Ratio
---------------------------------
(Section 7.07 of the Agreement).
Required by the Agreement:
The Parent shall maintain at the end of each Rolling Period for the Rolling
Periods ending on the dates indicated below a ratio of (a) the Parent's
Unencumbered EBITDA to (b) Parent's Unsecured Interest Expense of not less
than the amount set forth below next to such dates:
Ending Date of Rolling Period Unsecured Interest Coverage Ratio
----------------------------- ---------------------------------
September 30, 1998 through June 30, 1999 1.50 to 1.0
September 30, 1999 through June 30, 2000 1.75 to 1.0
September 30, 2000 through June 30, 2001 2.00 to 1.0
September 30, 2001 through June 30, 2002 2.25 to 1.0
For any Rolling Period thereafter 2.50 to 1.0
The Unsecured Interest Coverage Ratio as of June 30, 1998 is set forth in
(c) below:
-5-
(a) Parent's Unencumbered EBITDA: $__________
(b) Parent's Unsecured Interest Expense: $__________
(c) Ratio of (a) to (b): ___________
2.8 Senior Leverage Ratio (Section 7.09 of the Agreement).
---------------------
The Senior Leverage Ratio for the Parent, as of the Rolling Period
ending June 30,1998, is set forth in (c) below, based on the ratio of:
(a) Parent's Total Indebtedness: $__________
(b) Parent's Total Subordinate Indebtedness: $__________
(c) Parent's Total Senior Indebtedness:
[(a) minus (b)] $__________
(d) Pro forma EBITDA of Parent and the Parent's
Subsidiaries (on a Consolidated basis): $__________
(e) Ratio of (c) to (d) above: ___________
Required by the Agreement:
The Parent shall not permit the Senior Leverage Ratio to exceed 4.5 to 1.0.
3. Other Covenants. Borrower hereby certifies to the Administrative Agent and
---------------
the Lenders, effective as of the Rolling Period ending June 30, 1998, that
the following amounts and calculations made pursuant to the Agreement are
true and correct:
3.1 Status; Applicable Margin (Section 1 of the Agreement)
-------------------------
Pursuant to Section 1 of the Agreement, the Status applicable to the
loan facility is IX, based upon a Leverage Ratio of 4.49 (as
calculated above). Based on the foregoing, the Applicable Margin for
each subsequent Advance is as follows:
Swingline Advances: 0.20%
Base Rate Advances: 0.20%
LIBOR Rate Advances: 1.65%
Unused Commitment Fee: 0.25%
3.2 Restricted Payments (Section 6.04 of the Agreement)
-------------------
-6-
Required by the Agreement:
The Parent, Borrower, and their respective Subsidiaries, may not make any
Restricted Payment, except as provided in Section 6.04 of the Agreement
which includes without limitation a requirement that cash dividends of the
Parent in any Rolling Period shall not exceed the greater of (i) the lesser
of (A) for the immediately preceding Rolling Period, ninety percent (90%),
of the Funds From Operations of the Parent during such Rolling Period or
(B) one hundred percent (100%) of Free Cash Flow of the Parent during such
Rolling Period and (ii) the amount required for the Parent to maintain its
status as a REIT.
(a) Net Income for the Parent for the Rolling
Period: $__________
(b) Funds From Operations for the Parent for the
Rolling Period: $__________
(c) 90% of Funds From Operations for the Parent
for the Rolling Period: $__________
(d) Free Cash Flow for the Parent for the Rolling
Period: $__________
(e) Lesser of (c) or (d) above (provide
explanation): $__________
(f) Amount of Restricted Payments needed to maintain
REIT status, if greater than (e) above (provide
explanation): $__________
3.3 Investments, Loans, Future Properties (Section 6.07 of the Agreement)
-------------------------------------
Required by the Agreement:
Neither the Parent nor the Borrower shall, or shall permit any of their
respective Subsidiaries to, acquire by purchase or otherwise all or
substantially all the business, property or fixed assets of any Person or
any Hotel Property, make or permit to exist any loans, advances or capital
contributions to, or make any Investments in (including without limitation,
loans and advances to, and other Investments in, Subsidiaries or
Unconsolidated Entities), or purchase or commit to purchase any evidences
of indebtedness of, stock or other securities, partnership interests,
member interests or other interests in any Person, except the following
(provided that after giving effect thereto there shall exist no Default):
(a) the purchase of Liquid Investments with any Person which
qualifies as an Eligible Assignee;
-7-
(b) trade and customer accounts receivable (including in connection
with the sale of used FF&E) which are for goods furnished or
services rendered in the ordinary course of business and are
payable in accordance with customary trade terms, and receivables
purchased in connection with the acquisition of a Hotel Property;
(c) a Future Property or a Subsidiary or Unconsolidated Entity which
owns a Future Property for which the Borrower has provided the
Administrative Agent the Property Information for such Future
Property at least 10 days prior to the date of acquisition of
such Future Property which Property Information does not reflect
any material Environmental or structural problems with such
Future Property, or if such Property Information does reflect a
material Environmental or structural problem, then the Borrower
and the Administrative Agent shall have agreed upon the Required
Work to correct or remediate such problem;
Attach schedule for any transaction or Investment not in compliance
-------------------------------------------------------------------
with a, b or c above.
---------------------
(d) Investments in unimproved land that either (i) is under
development for operation of a Hotel Property or with respect to
which such Hotel Property development is planned to commence
within twelve months of the acquisition of such land or (ii) does
not qualify under the preceding clause (i) and does not in the
aggregate then have an Investment Amount which exceeds
$100,000,000.
Aggregate Investment Amount for Investment in
unimproved land which is not under
development or will not be under development
within twelve months of its acquisition : $__________
(e) Stock or Stock Equivalents (i) received in settlement of
liabilities created in the ordinary course of business, and (ii)
additional Stock or Stock Equivalents of publicly-traded
Unconsolidated Entities engaged in the
Hospitality/Leisure-Related Business which in the aggregate do
not then have an Investment Amount which exceeds $100,000,000.
Aggregate Investment Amount for Stock or
Stock Equivalents of publicly-traded
Unconsolidated Entities engaged in the
Hospitality/Leisure-Rated Business: $__________
(f) Stock, Stock Equivalents, and other Investments in Unconsolidated
Entities engaged in the Hospitality/Leisure-Related Business
which are not publicly-
-8-
traded Persons, and Permitted Non-Voting Stock Investments for
Permitted Non-Voting Stock Companies engaged in the
Hospitality/Leisure-Related Business, provided that (i) the
aggregate of all such Stock, Stock Equivalents, Investments and
Permitted Non-Voting Stock Investments shall not exceed
$250,000,000 in the aggregate without the approval of the
Required Lenders and (ii) the aggregate of all such Permitted
Non-Voting Stock Investments shall not exceed $125,000,000 in the
aggregate without the approval of the Required Lenders.
Aggregate Investment Amount for Stock, Stock
Equivalents, and other Investments in
Unconsolidated Entities engaged in the
Hospitality/Leisure-Related Business which
are not publicly-traded Persons, and
Permitted Non-Voting Stock Investments for
Permitted Non-Voting Stock Companies engaged
in the Hospitality/Leisure-Related Business: $__________
Aggregate of all such Permitted Non-Voting
Stock Investments: $__________
(g) Indebtedness of a Person to the Borrower or to a Subsidiary of
the Borrower that is secured by a Lien on one or more Hotel
Properties owned by such Person, which Hotel Properties (i) were
previously owned by the Borrower or a Subsidiary of the Borrower
or (ii) the Borrower reasonably expects to acquire (through
trustee's sale, foreclosure, deed in lieu of foreclosure or
otherwise), provided, however, that the aggregate amount of all
-------- -------
Investments permitted under this clause (g) shall not at any time
exceed $200,000,000, excluding for purposes of such calculation
the current Indebtedness owed the Borrower from its Subsidiaries
which respectively own the Atlanta, Georgia Westin and the
Cathedral City, California DoubleTree Hotel.
Aggregate amount of all Investments permitted
under clause (g): $__________
(h) Investments in Hotel Properties which on the date tested are
deemed Development Properties which do not have construction or
development budgets which in the aggregate then exceed
$200,000,000.
Aggregate amount of all construction or
development budgets for Investments in Hotel
Properties deemed Development Properties: $__________
-9-
(i) A loan to OPCO which has an aggregate principal amount which does
not exceed the Maximum OPCO Loan Amount and provides for an
interest rate during any Fiscal Quarter equal to or greater than
the anticipated average interest rate for outstanding Advances in
such Fiscal Quarter based upon the Leverage Ratio in effect at
the commencement of such Fiscal Quarter.
Aggregate principal amount of any loan(s) to
OPCO for the purchase of FF&E to maintain
REIT status: $__________
Interest rate for any such loan(s) to OPCO: ___________%
Required by the Agreement:
Cannot exceed the lesser of (A) the amount required to maintain REIT
status and (B) $ 5,000,000.
Aggregate principal amount of any non-FF&E
loan(s) to OPCO: $__________
Interest rate for any such loan(s) to OPCO: ___________%
EBITDA of the OPCO and its Subsidiaries: $__________
5.5 times OPCO EBITDA: $__________
OPCO and OPCO's Subsidiaries
Indebtedness on a Consolidated basis: $__________
(excluding Indebtedness to REIT)
Required by the Agreement:
Cannot exceed the lesser of (A) the difference of (1) OPCO's
Consolidated EBITDA times 5.5 minus (2) OPCO's Consolidated
Indebtedness (excluding Indebtedness to REIT) and (B) $100,000,000.
(j) Permitted Timeshare Receivables.
Attach schedule showing detail of the Parent or any Subsidiary
--------------------------------------------------------------
providing financing for any purchaser of a timeshare interval which
-------------------------------------------------------------------
exceeds 90% of the sales price for such timeshare interval, if any.
-------------------------------------------------------------------
None
-10-
(k) Any Indebtedness of a Guarantor to the Borrower, or vice-versa,
provided such Indebtedness is subordinate to the Obligations.
(l) Other assets owned in the ordinary course of owning the Parent's
and the Parent's Subsidiaries' Hotel Properties and
Hospitality/Leisure-Related Business.
Attach schedule for any transaction or Investment not in compliance
-------------------------------------------------------------------
with a, b or c above.
---------------------
None.
Required by the Agreement:
Neither the Borrower, nor the Parent, nor their respective
Subsidiaries shall make an Investment which would individually, and
not on a portfolio basis, be in excess of $75,000,000 without the
written consent of the Administrative Agent or in excess of
$100,000,000 without the written consent of the Required Lenders,
cause a Default, or cause or result in the Borrower or the Parent
failing to comply with any of the financial covenants contained
herein.
Attach schedule with detail for any Investment which individually is
--------------------------------------------------------------------
in excess of $75,000,000.
-------------------------
None.
3.4 Parent Property Requirements (Section 1 and Section 6.07 of the
----------------------------
Agreement)
Required by the Agreement:
Neither the Borrower, nor the Parent, nor their respective
Subsidiaries shall make an Investment which would (a) cause the Parent
Properties in the aggregate to violate in any way the Parent Property
Requirements without the Administrative Agent's written consent.
Required by the Agreement:
The Investment Amount for the Parent Properties which are located in
an Approved Other Country shall not exceed 15% of the Investment
Amount for all Parent Properties.
(a) Investment Amount for all Parent Properties: $__________
(b) 15% of (a) above: $__________
-11-
(c) Investment Amount for Parent Properties which
are located in an Approved Other Country: $__________
The Investment Amount for the Parent Properties which are limited
service or extended stay hotels or executive conference centers shall
not collectively in the aggregate exceed 20% of the Investment Amount
for all Parent Properties.
(d) Investment Amount for Parent Properties which
are limited service or extended stay hotels: $__________
(e) 20% of (a) above: $__________
The Investment Amount for the Parent Properties which are not operated
under any franchise or license agreement with an Approved Franchisor
shall not exceed 15% of the Investment Amount for all Parent
Properties.
(f) Investment Amount for Parent Properties which
are not operated under any franchise or
license agreement with an Approved
Franchisor: $__________
(g) 15% of (a) above: $__________
The Investment Amount for Parent Properties and the total number of
guest rooms for all Parent Properties which are subject to a ground
lease shall not exceed 20% of the Investment Amount or 20% of the
total guest rooms for all Parent Properties.
(h) Investment Amount for Parent Properties which
are subject to a ground lease: $__________
(i) 20% of (a) above: $__________
(j) Total number of guest rooms for all Parent
Properties: ___________
(k) 20% of (j) above: ___________
(l) Total number of guest rooms for Properties
subject to ground lease: ___________
The Borrower's Subsidiaries shall not own or lease more than 11 Hotel
Properties that are subject to a timeshare program.
(a) Number of Hotel Properties owned or leased by
a Subsidiary of Borrower: ___________
-12-
No Hotel Property shall be subjected to a timeshare program unless the
Borrower intends to convert at least 25% of the hotel rooms in such
Hotel Property into timeshare units within the three years following
the initial subjecting of such Hotel Property to a timeshare program.
(a) Number of hotel rooms in each Hotel Property
to be subjected to a timeshare program which
shall be converted into timeshare units
within three years: ___________
The aggregate hotel rooms owned by the Borrower's Subsidiaries that
have been included in a timeshare program shall not (i) in any one
year commencing with July 1, 1998 and thereafter commencing on each
July 1 and ending with the following June 30 increase by an amount
equal to the lesser of (A) three and one-third percent (3.33%) of the
total hotel rooms of the Parent and its Subsidiaries at the time of
any proposed addition to the number of rooms included in a timeshare
program and (B) 1,000 hotel rooms and (ii) in the aggregate exceed the
lesser of (A) ten percent (10%) of the total hotel rooms of the Parent
and its Subsidiaries at the time of any proposed addition to the
number of rooms included in a timeshare program.
(a) Percentage of increase in the number of hotel
rooms owned by the Borrower's Subsidiaries
that have been included in a timeshare
program commencing with July 1, 1998 and
ending with the following June 30: ___________
(b) Aggregate number of hotel rooms owned by the
Borrower's Subsidiaries that have been
included in a timeshare program expressed as
a percentage of the total hotel rooms of the
Parent and its Subsidiaries: ___________%
3.5 Limitations on Secured Recourse Indebtedness and Secured Non-Recourse
---------------------------------------------------------------------
Indebtedness of Permitted Other Subsidiaries (Section 6.02 of the
--------------------------------------------
Agreement)
Required by the Agreement:
Secured Recourse Indebtedness secured by a Hotel Property shall not
exceed 65% of the Market Value of such Hotel Property and all such
Secured Recourse Indebtedness secured by Hotel Properties shall not
exceed 65% of the aggregate Market Value of such Hotel Properties.
(a) If the Hotel Property has been owned for four (4) or more Fiscal
Quarters:
(i) Adjusted EBITDA for such Hotel
-13-
Property for the immediately preceding
Rolling Period: $__________
(ii) Line (i) above times ten (10): $__________
(b) For any other Hotel Property:
(i) The aggregate purchase price: $__________
(ii) The actual cost of any Capital
Expenditures: $__________
(iii) The sum of Lines (i) and (ii) above: $__________
(c) Amount in Line (a)(ii) or (b)(iii) as
applicable: $__________
(d) 65% of Line (c) above: $__________
Parent's Secured Recourse Indebtedness
(on a Consolidated basis): $__________
Required by the Agreement:
Secured Non-Recourse Indebtedness secured by a Hotel Property located
in the United States shall not exceed 70% of the Market Value of such
Hotel Property (or with respect to Secured Non-Recourse Indebtedness
which is secured by more than one Hotel Property, such Secured
Non-Recourse Indebtedness does not exceed 65% of the aggregate Market
Value of all Hotel Properties which secure such Secured Recourse
Indebtedness which do not also secure other Indebtedness) and all such
Secured Non-Recourse Indebtedness secured by Hotel Properties located
in the United States shall not exceed 70% of the aggregate Market
Value of such Hotel Properties.
(a) If the Hotel Property has been owned for four (4) or more Fiscal
Quarters:
(i) Adjusted EBITDA for such Hotel
Property for the immediately preceding
Rolling Period: $__________
(ii) Line (i) above times ten (10): $__________
(b) For any other Hotel Property:
(i) The aggregate purchase price: $__________
-14-
(ii) The actual cost of any Capital
Expenditures: $__________
(iii) The sum of Lines (i) and (ii) above: $__________
(c) Amount in Line (a)(ii) or (b)(iii) as
applicable: $__________
(d) 70% of Line (c) above: $__________
Parent's Secured Non-Recourse Indebtedness
(on a Consolidated basis): $__________
Required by the Agreement:
Secured Non-Recourse Indebtedness secured by a Hotel Property located
outside the United States shall not exceed 65% of the Market Value of
such Hotel Property and all Secured Non-Recourse Indebtedness in the
aggregate secured by Hotel Properties located outside the United
States shall not exceed the lesser of (A) 65% of the aggregate Market
Value of such Hotel Properties or (B) $100,000,000.
(a) If the Hotel Property has been owned for four (4) or more Fiscal
Quarters:
(i) Adjusted EBITDA for such Hotel
Property for the immediately preceding
Rolling Period: $__________
(ii) Line (i) above times ten (10): $__________
(b) For any other Hotel Property:
(i) The aggregate purchase price: $__________
(ii) The actual cost of any Capital
Expenditures: $__________
(iii) The sum of Lines (i) and (ii) above: $__________
(c) Amount in Line (a)(ii) or (b)(iii) as
applicable: $__________
(d) 65% of Line (c) above: $__________
-15-
EXECUTED as of the date first referenced above.
BORROWER:
---------
MERISTAR HOSPITALITY
OPERATING PARTNERSHIP, L.P.
By: MeriStar Hospitality Corporation, its general
partner
By:__________________________________________
Name: Xxxx Xxxxx
Title: Chief Financial Officer
-16-
